Our Company

Our Company

Letter to our Stockholders from ArcBest Chairman, President & Chief Executive Officer

2023 HIGHLIGHTS

NOTICE of Annual Meeting of Stockholders ArcBest Corporation

PROXY SUMMARY

PROPOSAL I. ELECTION OF DIRECTORS

GOVERNANCE OF THE COMPANY

NOTICE
of Annual Meeting of
Stockholders
ArcBest Corporation

PROPOSAL I.
ELECTION OF DIRECTORS

Environmental Sustainability

Philanthropy

Diversity, Equity, and Inclusion (DEI)

Training and Employee Development

Annual Meeting Information

Meeting Agenda

Director Nominees

2023 Performance

Compensation Highlights

Director Nominees

Board Skills Profile

Board Diversity Matrix

Prior Director Election Results & Responsiveness to Stockholder Engagement

Board Leadership Structure

Director Independence

How Directors are Selected

Board’s Role in Risk Oversight

CEO and Executive Leadership Succession Process

Committees of the Board

Key Compensation Governance Policies

Stockholder Engagement

Chairman of the Board

Lead Independent Director

Management and Outside Advisors

TO THE STOCKHOLDERS OF ARCBEST CORPORATION:

RECORD DATE; PROXIES

Board

Talent Review Committee

Management

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

ArcBest Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

ArcBest^® is a multibillion-dollar integrated logistics company that leverages our technology and a full suite of shipping and logistics solutions to meet our customers’ supply chain needs and help keep the global supply chain moving.

We use our technology, expertise and power of scale to connect shippers with the solutions they need — from ground, air and ocean transportation to fully managed supply chains. With the ability to optimize, connect and deliver across various modes of transportation, we serve as a single logistics resource. This integrated approach helps ensure our customers have the best solution mix, no matter the shipment size, type of product or speed of delivery.

We started over a century ago as a local freight hauler. Today, we’re a logistics powerhouse with global reach and 15,000 employees across 250 campuses and service centers. We’re partnering with customers — from small businesses to some of the nation’s largest enterprises — to meet their logistics needs and solve their most pressing supply chain challenges. This transformation is the result of organic growth, strategic acquisitions, visionary leadership and talented, resilient people who are driven to find a way to get the job done, no matter what.

ArcBest serves as a partner and trusted advisor. We listen, put ourselves in our customers’ shoes and constantly look for opportunities to optimize. The solutions we recommend align with our customers’ goals. And when the unexpected happens, we’re there to help.

Our long history of innovation enriches our deep customer relationships. We’re focused on helping our customers navigate their logistics challenges now and in the future. We invest in leading-edge, transformative, strategic initiatives and encourage our employees to think creatively, challenge the status quo and develop innovative technology that creates operational efficiencies and helps advance the global supply chain.

Welcome to ArcBest.

References in this Proxy Statement to “ArcBest,” the “Company,” “we,” “us,” and “our” include ArcBest Corporation together with its subsidiaries.

TABLE OF CONTENTS

LETTER TO OUR STOCKHOLDERS FROM ARCBEST CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER	4
ARCBEST CORPORATE CITIZENSHIP 2023 HIGHLIGHTS	5
ENVIRONMENTAL SUSTAINABILITY	5
PHILANTHROPY	6
DIVERSITY, EQUITY, AND INCLUSION (DEI)	6
TRAINING AND EMPLOYEE DEVELOPMENT	7
NOTICE OF ANNUAL MEETING	8
PROXY SUMMARY	9
PROPOSAL I. ELECTION OF DIRECTORS	13
DIRECTOR NOMINEES	14
BOARD SKILLS PROFILE	20
BOARD DIVERSITY MATRIX	21
PRIOR DIRECTOR ELECTION RESULTS & RESPONSIVENESS TO STOCKHOLDER ENGAGEMENT	22
GOVERNANCE OF THE COMPANY	24
BOARD LEADERSHIP STRUCTURE	24
DIRECTOR INDEPENDENCE	25
HOW DIRECTORS ARE SELECTED	25
BOARD’S ROLE IN RISK OVERSIGHT	25
CEO AND EXECUTIVE LEADERSHIP SUCCESSION PROCESS	26
COMMITTEES OF THE BOARD	26
ATTENDANCE AT MEETINGS	27
OTHER BOARD POLICIES	28
CODE OF CONDUCT AND CORPORATE GOVERNANCE GUIDELINES	28
CERTAIN TRANSACTIONS AND RELATIONSHIPS	28
DIRECTOR COMPENSATION	29
CASH COMPENSATION	29
EQUITY-BASED AWARDS	29
MISCELLANEOUS COMPENSATION ITEMS	30
STOCK OWNERSHIP POLICY FOR NON-EMPLOYEE DIRECTORS	30
2023 DIRECTOR COMPENSATION TABLE	30
2024 DIRECTOR COMPENSATION CHANGES	31
EXECUTIVE OFFICERS OF THE COMPANY	32
EXECUTIVE COMPENSATION	34
COMPENSATION DISCUSSION & ANALYSIS	34
COMPENSATION COMMITTEE REPORT	51
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	51
SUMMARY COMPENSATION TABLE	52
2023 GRANTS OF PLAN-BASED AWARDS	54
OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END	55
2023 OPTION EXERCISES AND STOCK VESTED	56
2023 EQUITY COMPENSATION PLAN INFORMATION	57
2023 PENSION BENEFITS	57
2023 NON-QUALIFIED DEFERRED COMPENSATION	59
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	60
CEO PAY RATIO	65
PAY VERSUS PERFORMANCE	66
PROPOSAL II. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	71
REPORT OF THE AUDIT COMMITTEE	72
PROPOSAL III. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	74
INDEPENDENT AUDITOR’S FEES AND SERVICES	75
PROPOSAL IV. AMENDMENT OF THE COMPANY’S SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE SUPERMAJORITY VOTING REQUIREMENTS	76
PRINCIPAL STOCKHOLDERS AND MANAGEMENT OWNERSHIP	78
DELINQUENT SECTION 16(A) REPORTS	79
INFORMATION ABOUT THE MEETING	80
INTERNET AVAILABILITY OF PROXY MATERIALS	80
RECORD DATE	80
VOTING	80
OTHER MATTERS	82
COST OF SOLICITATION	82
STOCKHOLDER COMMUNICATION WITH THE BOARD	82
ELECTRONIC DELIVERY OF STOCKHOLDER COMMUNICATIONS	82
PROCEDURE FOR SUBMITTING STOCKHOLDER PROPOSALS AND NOMINATIONS FOR 2025 ANNUAL MEETING	82
HOUSEHOLDING OF PROXY MATERIALS	83
APPENDIX A	84
PROPOSED THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION	85

	CONVERTED NEARLY 1,800 LIGHTING FIXTURES TO LED

	COMPLETED INSTALLATION OF OUR FIRST SOLAR POWER SYSTEM AT A SERVICE CENTER

	3X ECOVADIS BRONZE MEDAL WINNER FOR SUSTAINABILITY

	OVER 1,200 LBS OF WASTE DIVERTED FROM LANDFILLS



OVER 250 ORGANIZATIONS IMPACTED BY PHILANTHROPY, WITH OVER $2 MILLION IN TOTAL PHILANTHROPIC GIVING	$1 MILLION COMMITTED IN GIVING AS PART OF CENTENNIAL CELEBRATIONS

■	Feeding America - Community Pillar
■	Dolly Parton’s Imagination Library - Education Pillar
■	St. Christopher Trucker Relief Fund - People Pillar
■	Fisher House Foundation - People Pillar

■	*NEW!* Distinct Minds: Supporting and fostering belonging for neurodivergent employees, and those caring for neurodivergent loved ones.

■	*NEW!* Military Veterans Employee Resource Group (VERG): Enhancing the work environment for employees who are military veterans, are currently serving military members, or are military family members.

■	*NEW!* Women In Supply Chain (WISC): Empowering, supporting, and advocating for all women in the supply chain industry.

■	*NEW!* Mosaic: Elevating the experiences and highlighting the needs of employees of color.

■	CoNECT (previously, the New Hire Focus Group): Creating a welcoming community for employees who are new to the company, have recently relocated or are looking for support in making new connections.

■	Pride Network: Creating a positive experience for LGBTQ+ employees and promoting education, visibility and allyship.

I.	To elect nine directors for a one-year term to expire at the 2025 Annual Meeting of Stockholders;
II.	To conduct an advisory vote to approve executive compensation;
III.	To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024;
IV.	To approve an amendment of the Company’s Second Amended and Restated Certificate of Incorporation to eliminate the supermajority voting requirements; and
V.	To act upon such other matters as may properly be brought before the meeting affecting the business and affairs of the Company.


WHEN	WHERE	RECORD DATE
Friday, April 26, 2024, at 8:00 a.m. (CDT)	At the principal offices of the Company located at 8401 McClure Drive, Fort Smith, Arkansas 72916	February 26, 2024

Proposal	Board Voting Recommendation	Vote Required to Pass	Where to Find More Information
Elect nine directors for a one-year term	FOR all nominees	A nominee is elected by a majority of the votes cast*	Page 13
Approve, on an advisory basis, the Company’s executive compensation	FOR	The affirmative vote of the holders of a majority of the total number of shares of Common Stock present in person or by proxy and entitled to vote	Page 71
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024	FOR	The affirmative vote of the holders of a majority of the total number of shares of Common Stock present in person or by proxy and entitled to vote	Page 74
Approve an amendment of the Company’s Second Amended and Restated Certificate of Incorporation to eliminate the supermajority voting requirements	FOR	The affirmative vote of the holders of not less than 66 2/3% of the outstanding voting stock	Page 76

		What’s New?

■	In March 2023, we introduced Vaux™, an innovative suite of hardware and software that transforms how freight is loaded, unloaded and transferred inside the warehouse, on the dock and over the road. Visit arcb.com/vaux for more information.⁽¹⁾
■	We commemorated our Company’s 100^th anniversary throughout the year in 2023, sponsoring a number of activities that included employee engagement, philanthropy and community involvement.
■	In April 2023, we published our fourth Environmental, Social and Governance (ESG) Report for the calendar year 2022, disclosing our Scope 1 and Scope 2 greenhouse gas emissions. Visit arcb.com/ESG to view the report.⁽¹⁾
■	During third and fourth quarter 2023, we engaged with stockholders representing over 40% of our outstanding shares, and we took action in response to their feedback on our governance practices. See page 22 for more information.

	(1)		Documents referenced or hyperlinked in this proxy statement are not and will not be incorporated by reference unless expressly indicated otherwise. Such documents may contain information from various sources and our assumptions thereon and may also contain hypothetical or adverse scenarios and assumptions that may not necessarily be representative of current, actual or expected risks or results. You are cautioned not to place undue weight on such information.

						Committees
Name	Occupation	Age	Director Since	Independent	Other Public Directorships	Audit	Compensation	Nominating/Corporate Governance
Salvatore A. Abbate	Chief Executive Officer for Veritiv Corporation	55	Jan. 2023
Eduardo F. Conrado	President for Ascension	57	Nov. 2016		1
Fredrik J. Eliasson	Former Executive Vice President and Chief Financial Officer for Change Healthcare Inc.	53	Dec. 2019		1
Michael P. Hogan	Chief Development and Growth Officer for Earned	64	Oct. 2016
Kathleen D. McElligott	Former Executive Vice President, Chief Information Officer and Chief Technology Officer for McKesson Corporation	68	Jul. 2015
Judy R. McReynolds Chair	President and Chief Executive Officer for ArcBest	61	Jan. 2010		1
Dr. Craig E. Philip	Professor, Vanderbilt University	70	Aug. 2011
Steven L. Spinner Lead Independent Director	Operating Partner for MidOcean Partners	64	Jul. 2011
Janice E. Stipp	Former Senior Vice President, Chief Financial Officer and Treasurer for Rogers Corporation	64	Oct. 2012		2



COMMUNITY	EDUCATION	PEOPLE

What We Do:
	We tie pay to performance. The majority of executive pay is at risk.
	Half (50%) of the long-term incentive value granted to Named Executive Officers is contingent on the Company’s performance over a 3-year period.
	We use three-year ratable vesting for our restricted stock units to encourage retention and a long-term perspective.
	Named Executive Officers and Directors are subject to significant stock ownership requirements.
	We have caps on both the annual incentive and long-term incentive payouts.
	We have a robust clawback policy that goes beyond the minimum requirements under the Nasdaq listing standards.
	We conduct annual risk assessments of our compensation plans.
	We have an independent Compensation Committee.
	The Compensation Committee has an independent compensation consultant.
	We benchmark our compensation practices to peers with which we compete for talent.

What We Don’t Do:
	NO tax gross-up payments for any amounts considered excess parachute payments.
	NO single-trigger payments upon a change in control.
	NO excessive perquisites.
	NO hedging or pledging of Company stock.
	NO employment agreements with our Named Executive Officers.
	NO re-pricing of stock options without stockholder approval.
	NO guaranteed bonuses.


SALVATORE A. ABBATE
Age 55 Director since: Jan. 2023 INDEPENDENT Committees: ■ Compensation ■ Nominating/ Corporate Governance	Key Skills and Experience: ■ Senior Leadership: CEO and member of the Board of Directors of Veritiv, a leading business-to-business specialty distribution solutions company. Remained as CEO after the company’s sale to Clayton, Dubilier & Rice (“CDR”). Provided key leadership throughout the company’s efforts to focus on growth-oriented initiatives, operational efficiency and best-in-class technology implementation. Under Mr. Abbate’s leadership of Veritiv, the company stock rose from under $13.00 per share in October of 2020, to $170 per share on December 1, 2023, when its acquisition by CDR closed. Prior to this role, Mr. Abbate held senior leadership roles in corporate strategy, sales and marketing at Andersen Windows & Doors. ■ Value Creation and M&A: As CEO, led the execution of Veritiv’s $2.6 billion sale to CDR in 2022 at a significant premium. Prior to the company’s sale, Mr. Abbate executed several additional transformation transactions at Veritiv, including the divestitures of Veritiv’s logistics solutions and Canadian businesses that funded the company’s share repurchase program, debt repayment and growth initiatives. Adjusted EBITDA has more than tripled during Mr. Abbate’s tenure as CEO. ■ Logistics: At Veritiv, leads the largest business-to-business packaging distribution business in North America with approximately $7 billion in annual sales, 95 North American distribution centers (over 110 worldwide) and a truck fleet of approximately 600. ■ Corporate Strategy, Sales and Marketing: As SVP and Chief Sales and Marketing Officer at Andersen Windows & Doors, Mr. Abbate oversaw the implementation of multiple marketing campaigns and initiatives, leading to increased customer penetration to become one of the largest window and door manufacturers in North America. Prior to this role, Mr. Abbate led Global Sales and Marketing for the Performance Film Division at Solutia, overseeing over $290 million in net sales across multiple geographic regions in 2011.
	Career Highlights: ■ Veritiv Corporation ■ Chief Executive Officer (2020 – Present) ■ Chief Operating Officer (2020 – 2020) ■ Senior Vice President & Chief Commercial Officer (2018 – 2019) ■ Andersen Windows & Doors ■ Senior Vice President & Chief Sales & Marketing Officer (2013 – 2018) ■ Senior Vice President, Sales & Marketing (2011 – 2013) ■ Solutia Inc. ■ Vice President (Global Sales and Marketing of the Performance Films Division) (2009 – 2011)
	Board Experience: ■ Veritiv (Private) (2020 – present)	Education: ■ B.S. (Industrial Engineering), Georgia Institute of Technology; M.B.A., Northwestern University


EDUARDO F. CONRADO
Age 57 Director since: Nov. 2016 INDEPENDENT Committees: ■ Compensation ■ Nominating/ Corporate Governance (Chair)	Key Skills and Experience: ■ Senior Leadership: Currently serves as President at Ascension, one of the largest private healthcare systems in the United States operating more than 2,600 health care sites and 140 hospitals. Prior to this role, Mr. Conrado served in various senior management positions at Motorola Solutions across the company’s corporate and international businesses in a range of consumer and commercial segments. ■ Corporate Strategy: Brings over 25 years of strategy implementation and execution across the healthcare and technology sector. At Ascension, Mr. Conrado led critical tactical initiatives aligning the company’s portfolio and investments to better serve its patients. At Motorola, Mr. Conrado oversaw the company’s growth strategy and drove innovation across the company’s products, services and software divisions. ■ Value Creation and M&A: While at Motorola, Mr. Conrado oversaw the acquisition strategy of multiple companies, providing significant growth to Motorola’s managed and support services.
	Career Highlights: ■ Ascension ■ President (2023 – Present) ■ Executive Vice President, Chief Strategy & Innovation Officer (2019 – 2023) ■ Executive VP & Chief Digital Officer (2018 – 2019) ■ Motorola Solutions ■ Executive Vice President, Chief Innovation Officer & Chief Strategy Officer (2015 – 2018) ■ Senior Vice President & Chief Innovation Officer (2014 – 2015) ■ Senior Vice President (Marketing & IT) (2013 – 2014) ■ Senior Vice President & Chief Marketing Officer (2010 – 2013) ■ Senior Vice President & Chief Marketing Officer (Enterprise Mobility Solutions, Home and Network Business and Broadband Mobility Solutions Businesses) (2009 – 2010)
	Board Experience: ■ Southwest Airlines (NYSE: LUV, 2023 – Present)	Education: ■ B.S. (Industrial Engineering), Texas Tech University; M.B.A., ESADE; M.I.M., Thunderbird School of Global Management


FREDRIK J. ELIASSON
Age 53 Director since: Dec. 2019 INDEPENDENT Committees: ■ Audit	Key Skills and Experience: ■ Senior Leadership: Served as EVP and CFO of Change Healthcare, a leading provider of revenue and payment cycle management for the U.S. healthcare system. Oversaw over $2 trillion in annual claims and led the company during its initial public offering and sale to OptumInsight. Prior to this role, Mr. Eliasson served in multiple senior management roles, including both EVP CFO and EVP Sales & Marketing, at CSX Corporation, one of the largest rail-based freight transportation and logistics companies in the United States. ■ Value Creation and M&A: Led Change Healthcare during its IPO in 2019 and eventual $13 billion sale to OptumInsight in January 2021. As a member of senior management at CSX, Mr. Eliasson helped transform the company’s business focus, drove revenue and earnings growth and increased shareholder value substantially, with CSX’s value more than doubling during his tenure. Mr. Eliasson is a designated financial expert. ■ Capital Markets: CFO of Change Healthcare during its IPO in 2019. Played an integral role in the organization of financial, corporate governance, risk and investor relation materials, among others.
	Career Highlights: ■ Change Healthcare ■ Executive Vice President & Chief Financial Officer (2018 – 2022) ■ CSX Corporation ■ Executive Vice President & Chief Sales & Marketing Officer (2015 – 2017) ■ Executive Vice President & Chief Financial Officer (2012 – 2015) ■ Vice President - Sales & Marketing (Chemicals and Fertilizer) (2011 – 2012) ■ Vice President (Emerging Markets,) (2009 – 2011)
	Board Experience: ■ Gates Industrial Corporation (NYSE: GTES, 2022 – Present) ■ Envision Healthcare (Private) (2023 – Present) ■ Copeland (Private) (2023 - Present)	Education: ■ B.A., Virginia Commonwealth University; M.S., Virginia Commonwealth University


MICHAEL P. HOGAN
Age 64 Director since: Oct. 2016 INDEPENDENT Committees: ■ Compensation ■ Nominating/ Corporate Governance		Key Skills and Experience: ■ Senior Leadership: Mr. Hogan is part of the founding team at Earned Wealth, the first financial advisory firm created specifically to serve physicians, where he has served as Chief Strategy Officer, Chief Growth Officer, and Head of Corporate Development. Prior to this role, Mr. Hogan served as President of Tax-Smart Innovation at Blucora and as EVP, Strategic Business & Brand Development for GameStop Corporation. ■ Corporate Strategy: At Earned, Mr. Hogan has transformed the company into a leading provider of wealth services and tax planning, reaching clients in 24 states. At GameStop, he oversaw the company’s successful diversification and transformation, including over 40 acquisitions producing $1B+ businesses in Retail Technology, Digital Gaming, and Licensed Products. At Blucora, he created the “Tax-Smart Investing” business unit, which has delivered $300M+ in client tax savings.
		Career Highlights: ■ Earned (previously Forme Financial) ■ Chief Development & Growth Officer (2022 – Present) ■ Blucora ■ President (Tax-Smart Innovation) (2018 – 2020) ■ GameStop Corporation ■ Executive Vice President (2012 – 2018) ■ Senior Vice President & Chief Marketing Officer (2008 – 2012) ■ Strategic Frameworking ■ Principal (2002 – 2007) ■ Dean Foods Company ■ Senior Vice President & Chief Marketing Officer (1998 – 2001) ■ Frito-Lay ■ Vice President (International Marketing) (1985 – 1998)
		Education: ■ B.S. (Economics), Northern Illinois University; M.B.A. (Finance and Marketing), Northwestern University


KATHLEEN D. MCELLIGOTT
Age 68 Director since: Jul. 2015 INDEPENDENT Committees: ■ Compensation (Chair) ■ Nominating/ Corporate Governance	Key Skills and Experience: ■ Senior Leadership: Served as EVP, Chief Information Officer and Chief Technology Officer for McKesson Corporation before retiring in February 2020. Oversaw critical and transformational strategic initiatives in technology, supply chain and commercialization services in North America and Europe. Prior to this role, Ms. McElligott served in numerous senior leadership roles at Emerson Electric and GE Aircraft Engines. ■ Value Creation and M&A: During her tenure at McKesson, Emerson Electric and GE, Ms. McElligott engaged in multiple acquisition processes from due diligence through integration, yielding improved growth and operational efficiency. Additionally, Ms. McElligott served as a director during Forescout’s $1.9 billion sale to Advent, achieving an approximately 30% share price premium and positioning the company for continued innovation and delivery of cybersecurity products and solutions. ■ Logistics: Brings over 30 years of experience in technology, logistics and supply chain management through senior leadership roles at McKesson, Emerson Electric and GE Aircraft Engines. At McKesson, Ms. McElligott oversaw the technology for a network of 30 distribution centers servicing retail national accounts, independent retail pharmacies and institutional healthcare providers with critical pharmaceutical drugs and healthcare-related products. ■ Technology and Cybersecurity: Ms. McElligott brings significant experience in technology and cybersecurity across multiple senior roles at McKesson, Emerson Electric and GE Aircraft Engines. As CIO and CTO of McKesson, Ms. McElligott oversaw all technology initiatives and provided support and guidance for the development of the company’s healthcare technology products and application development processes. During her tenure as CIO of Emerson, Ms. McElligott managed the company’s information technology strategy, operations, governance and information security for its global operations, including hardware, software and services, as well as its telecommunications and data center infrastructure.
	Career Highlights: ■ McKesson Corporation ■ Executive Vice President, Chief Information Officer & Chief Technology Officer (2015 – 2020) ■ Emerson Electric Company ■ Vice President & Chief Information Officer (2010 – 2015) ■ Vice President, Industrial Automation Business (2003 – 2010) ■ Vice President, Power Transmission (2000 – 2003) ■ GE Aerospace (formerly GE Aircraft Engines) ■ Chief Information Officer, Supply Chain (1997 – 2000)
	Board Experience: ■ Forescout Technologies (NASDAQ: FSCT, 2019 – 2020)	Education: ■ B.A. (Computer Science), Kent State University; M.B.A., Xavier University


JUDY R. MCREYNOLDS
Age 61 Director since: Jan. 2010 Chairman of the Board since: 2016 Committees: ■ None	Key Skills and Experience: ■ Senior Leadership: Serves as Chairman, President and CEO of ArcBest, overseeing significant growth and value creation across all verticals. Ms. McReynolds joined ArcBest in 1997 and has served as SVP, CFO and Treasurer; VP — Controller; and Director of Corporate Accounting. Ms. McReynolds has been the driving force behind diversifying ArcBest into a logistics powerhouse with a full suite of logistics solutions that meet customers’ supply chain needs. Individually, Ms. McReynolds has been recognized for numerous awards in leadership and business, including Forbes 50 Over 50 and Women Inc. Most Influential Corporate Board Directors. ■ Value Creation and M&A: Guides ArcBest M&A strategy, leading the company during its $235 million acquisition of MoLo Solutions, adding scale to its full truckload solution and enabling the achievement of $5 billion in revenue in 2022, a significant milestone. Optimized the business through the approximately $100 million sale of FleetNet America to Cox Automotive Mobility Solutions in 2023. In 2012, Ms. McReynolds oversaw ArcBest’s $180 million acquisition of what is now called Panther Premium Logistics, bolstering the company’s end-to-end logistics solutions. ■ Finance and Accounting: A Certified Public Accountant, Ms. McReynolds brings over 30 years of public and private finance experience in senior roles at ArcBest (including CFO), P.A.M. Transportation Services and Ernst and Young. ■ Logistics: Ms. McReynolds guides ArcBest with over 30 years of experience in the transportation and logistics industry, including 28 years with the company. Under her leadership, ArcBest has evolved into a multibillion-dollar integrated logistics company — leading the way with cutting-edge technology and customized solutions that help keep the global supply chain moving.
	Career Highlights: ■ ArcBest Corporation ■ Chairman (2016 – Present) ■ President & Chief Executive Officer (2010 – Present) ■ Senior Vice President, Chief Financial Officer, Principal Accounting Officer & Treasurer (2006 – 2010) ■ Vice President & Controller (2000 – 2006) ■ Controller (1998 – 1999) ■ Director (Corporate Accounting) (1997 – 1998) ■ P.A.M. Transportation Services ■ Director (Financial Reporting and Taxation) (1995 – 1997) ■ Ernst & Young ■ Senior Manager (1990 – 1995)
	Board Experience: ■ OGE Energy Group (NYSE: OGE, 2011 – Present) ■ First Bank Corp (Private)(2011 – Present) ■ First National Bank of Fort Smith (Private)(2011 – Present) ■ American Trucking Association (Private) (2010 – 2022; 2024 – Present) ■ American Transportation Research Institute (2010 – 2022)	Education: ■ B.B.A. (Accounting), University of Oklahoma
	Select Awards ■ Women Business Collaborative’s Women CEOs in America list (2023) ■ Women’s Foundation of Arkansas Top 100 Women of Impact (2023) ■ Arkansas Business Hall of Fame Class of 2023 ■ Arkansas’ 250 Most Influential Leaders (2022, 2020, 2019 and 2018) ■ Arkansas Business Executive of the Year (2022) ■ Forbes 50 Over 50 (October 2022) ■ Gartner CEO Talent Champion (October 2022) ■ Comparably Best CEOs for Women and Best CEO (2021, 2022 and 2023) ■ Global Trade Magazine Top Ten Women in Logistics (July 2020 and July 2021) ■ Women Inc. Most Influential Corporate Board Directors (December 2019) ■ Recognized “Female Executives Advancing in Trucking Industry” by Transport Topics (June 2019) ■ Women in Trucking Association Distinguished Woman in Logistics (April 2019) ■ The CEO Connection Top 25 Most Influential Women in the Mid-Market (2018, 2017, 2016, 2015)


DR. CRAIG E. PHILIP
Age 70 Director since: Aug. 2011 INDEPENDENT Committees: ■ Audit	Key Skills and Experience: ■ Senior Leadership: Former CEO of Ingram Barge, a leading provider of domestic marine transportation services. During his 30-year career with Ingram, starting as VP Strategic Planning, he led an aggressive acquisition program that transformed Ingram Barge into the third largest for-hire river carrier in the United States. Dr. Philip began his career at Consolidated Rail Corporation and later joined Southern Pacific Railroad where he was VP of the Intermodal Division as it became one of the first to deploy doublestack container railcars and the first purpose-built intermodal terminal for such railcars adjacent to the ports of LA/Long Beach. ■ Logistics: Brings over 40 years of logistics experience in intermodal operations, maritime shipping and railroad marketing. Dr. Philip is currently the Director of the Vanderbilt Center for Transportation and Operational Resiliency (VECTOR), a research institute with a focus on the integration of transportation infrastructure systems with funding from both public and private sponsors. Recognizing his contributions to Information Technology and Management Innovation, Dr. Philip was elected to the National Academy of Engineering in 2014. ■ Risk Management: One of Dr. Philip’s key research areas at VECTOR is the application of risk management tools to transportation systems, carrier safety management, and transport policy and regulation. At Ingram Barge, he oversaw and championed the company’s “Zero Harm” safety initiatives, and as chair of the industry’s main trade association, led efforts with federal regulators to modernize the required safety inspection and regulatory oversight regimes.
	Career Highlights: ■ Vanderbilt University ■ Research Professor & Director of Vanderbilt Center for Transportation and Operational Resiliency (2015 – Present) ■ Ingram Barge Company (Division of Ingram Industries) ■ Chief Executive Officer (1999 – 2014) ■ President (1994 – 1999) ■ Southern Pacific Railroad Company ■ Vice President (Intermodal Division) (1987 – 1991)
	Board Experience: ■ Marine Board of the Transportation Research Board (Private, 2016 - present, Chairman since 2022) ■ Multiple National and Regional Advocacy, Social Service and Academic Non-Profits	Education: ■ B.S.E (Civil Engineering), Princeton University; M.S.E and Ph.D. (Civil Engineering), Massachusetts Institute of Technology

STEVEN L. SPINNER
Age 64 Director since: Jul. 2011 INDEPENDENT Lead Independent Director since: 2022 Committees: ■ Audit	Key Skills and Experience: ■ Senior Leadership: Former President, CEO and Chairman of United Natural Foods (UNFI), North America’s premier grocery wholesaler. Mr. Spinner retired in 2021, and his contributions over 12 years catalyzed UNFI to new heights, increasing annual sales from $3 billion to over $26 billion. Prior to this role, Mr. Spinner served as President and CEO of Premier Food Group, overseeing significant strategy and scaling initiatives. ■ Value Creation and M&A: Oversaw over $3 billion worth of transactions during his tenure at UNFI, including the company’s transformative $2.8 billion acquisition of Supervalu. The acquisition of Supervalu accelerated UNFI’s “build out the store” strategy, diversified its customer base, enhanced cross-selling opportunities, expanded market reach and scale and led to significant cost savings and accelerated growth. ■ Logistics: Brings over 25 years of logistics experience in the wholesale distribution business through numerous executive management positions. At UNFI, Mr. Spinner oversaw the company’s national network of multi-tiered logistics distribution centers. In 2021, the company offered nearly 300,000 products across all grocery verticals and operated over 57 distribution centers and warehouses representing approximately 30 million square feet of warehouse space. Mr. Spinner’s transformative growth efforts and logistical innovations made UNFI the premier North American coast-to-coast wholesale distributor with customers in all fifty states as well as all ten provinces in Canada.
	Career Highlights: ■ MidOcean Partners ■ Operating Partner (2021 – Present) ■ Boxcar Partners ■ General Partner (2021 – Present) ■ United Natural Foods, Inc. ■ President, CEO and Chairman (2008 – 2021) ■ Performance Food Group ■ President & CEO (2006 – 2008) ■ President & COO (2005 – 2006) ■ Senior Vice President & Division Chief Executive, Broadline (2002 – 2005)
	Board Experience: ■ United Natural Foods (NYSE: UNFI, 2008 – 2021) ■ Performance Food Group (NYSE: PFGC, 2006 – 2008)	Education: ■ B.A., Albright College


JANICE E. STIPP
Age 64 Director since: Oct. 2012 INDEPENDENT Committees: ■ Audit (Chair)	Key Skills and Experience: ■ Senior Leadership: Former SVP, CFO & Treasurer of Rogers Corporation, a developer, manufacturer and seller of high-performance and high reliability engineered materials and components to over 5,000 customers worldwide. Ms. Stipp’s leadership played a pivotal role in accelerating organic and inorganic sales, gross margins and operating income. Prior to this role, Ms. Stipp served as EVP, CFO and Treasurer at Tecumseh Products Company, a publicly traded global leader in the refrigeration and air conditioning industry. Additional experience includes work in the manufacturing, technology and automotive industries with publicly traded, global corporations and private equity firms. ■ Value Creation and M&A: Brings significant transaction and integration experience in both public and private companies. Oversaw the acquisitions of DeWall Industries, Diversified Silicone Products and Grinswold during her tenure at Rogers resulting in more than $800 million in sales. ■ Finance and Accounting: Brings over 36 years of financial and accounting experience including as CFO of both public and private companies and as Certified Public Accountant. Ms. Stipp is a designated financial expert.
	Career Highlights: ■ Rogers Corporation ■ Senior Vice President, Chief Financial Officer & Treasurer (2017 – 2018) ■ Vice President, Chief Financial Officer, Chief Accounting Officer & Treasurer (2015 – 2017) ■ Tecumseh Products Company ■ Executive Vice President, Chief Financial Officer, Secretary & Treasurer (2011 – 2015) ■ Revstone Industries ■ Chief Financial Officer (2011 – 2011) ■ Acument Global Technologies ■ Chief Financial Officer (2007 – 2011) ■ GDX Automotive ■ Executive Vice President & Chief Financial Officer (2005 – 2007)
	Board Experience: ■ Diploma PLC (LSE: DPLM, 2024 – Present) ■ Rotork (LSE: ROR, 2020 – Present) ■ Sappi Limited (JSE: SAP, 2019 – 2022) ■ Commercial Vehicle Group (NASDAQ: CVGI, 2019 – 2021) ■ NN, Inc. (NASDAQ: NNBR, 2019 – 2019) ■ Ply Gem Holdings (NYSE: PGEM, 2014 – 2018)	Education: ■ B.A. (Accounting), Michigan State University; M.B.A, Wayne State University

Our Values

Creativity

We create
solutions

Integrity

We do the
right thing

Collaboration

We work
together

Growth

We grow our people
and our business

Excellence

We exceed
expectations

Wellness

We embrace
total health

Skills/Expertise		Abbate	Conrado	Eliasson	Hogan	McElligott	McReynolds	Philip	Spinner	Stipp
	Audit
	Cybersecurity
	Environmental Sustainability / Corporate Social Responsibility
	Executive Compensation
	Finance/Capital Markets
	HR/Labor
	Legal/Regulatory/ Government Relations
	Risk Management
	Technology
	Transportation/Logistics
	Senior Executive
	Corporate Governance
	Mergers and Acquisitions
	Digital Strategy / Transformation

Executive Compensation	Knowledge or experience in executive compensation strategy, trends, and pay practices that align executive and stockholder interests to drive company performance and long-term value creation.	Technology	Background in technology, including through experience in technology-related businesses, bringing critical understanding of our industry and the technological trends and innovation that shape our products, services, and strategy.
Finance/Capital Markets	Experience in corporate finance and capital markets, including through management experience as a principal financial or accounting officer or oversight of capital markets transactions, that contributes to our Board’s understanding of financial markets and to effective oversight of our capital structure and financial reporting.	Transportation/Logistics	Knowledge or experience in or understanding of transportation, logistics, or supply chain, including the operational and economic factors that drive efficiencies and demand for services.
Senior Executive	Experience as a Chief Executive Officer or Senior Executive at a publicly traded company.	Mergers and Acquisitions	Knowledge or experience in overseeing and executing strategic mergers, acquisitions and other corporate development activities as a senior executive or Board member.
Corporate Governance	Demonstrated understanding of current corporate governance standards and best practices at public companies.	Digital Strategy / Transformation	Knowledge or experience in overseeing, managing and/or implementing enterprise-wide digital strategy or transformation initiatives.

BOARD DIVERSITY MATRIX
	As of January 30, 2024		As of January 30, 2023
Total Number of Directors	9		9
	Female	Male	Female	Male
Part I: Gender Identity
Directors	3	6	3	6
Part II: Demographic Background
Hispanic or Latinx	-	1	-	1
White	3	5	3	5

■	Prior year re-election results (Mr. Conrado has received the affirmative vote of at least 98% of votes cast at each annual meeting of stockholders at which he was up for election prior to 2023);
■	Mr. Conrado’s attendance and contributions at meetings of the Board and the committees on which he has served;
■	Mr. Conrado’s qualifications to serve as a member of the Board; and
■	The composition, needs and makeup of the Board, including the mix of talent, skill and experience represented.

■	reviewed the Company’s bylaws, especially those that led to the recommendation against Mr. Conrado; and
■	directed management to engage with our institutional investors and proxy advisory firms specifically to review the bylaws and re-affirm our commitment to evolving corporate governance standards.

What We Heard - Key Themes:		How We Responded:
Bylaw provisions		Based on our understanding of the primary factors leading to less than a majority of votes being cast for Mr. Conrado’s election at the 2023 annual meeting of stockholders, and the subsequent feedback we received from our engagement efforts, we decided to make certain changes to our bylaws to better align with the interests of our shareholders. On October 24, 2023, the Board approved amendments to the Company’s bylaws that eliminated two provisions: (i) the advance notice bylaw that required certain informational disclosures, and (ii) the Article X bylaw that designated the federal district court of Delaware as the only venue for resolving any claims under the Securities Act of 1933, as amended. Following the disclosure of these changes, we engaged with proxy advisory firms to review the Board’s actions in response to stockholder feedback on bylaw provisions. These meetings were productive and reaffirmed the Board’s actions in response to our stockholder engagement.
Director election voting standard		Several of the stockholders with whom we spoke noted their preference for a majority voting standard for uncontested director elections, as opposed to the plurality standard under our bylaws. In response to this feedback, the Board reviewed the director election provisions in our bylaws and, on February 29, 2024, the Board amended the bylaws to adopt a majority voting standard for uncontested director elections, pursuant to which a director nominee must receive more votes cast “for” than “against” his or her election in order to be elected to the Board.
Supermajority voting standards		Stockholders also expressed strong preference for majority, as opposed to supermajority, voting standards for bylaw amendments, charter amendments and mergers. As a result of this feedback, the Board amended the bylaws to adopt a majority voting standard for bylaws amendments. Additionally, the Board approved the amendment of our charter to replace the supermajority voting standards with a majority standard for charter amendments and mergers, subject to requisite stockholder approval. Please review Proposal IV, contained within this Proxy Statement, which presents the proposed charter amendment. The Board recommends shareholders vote “FOR” Proposal IV.

■	calling and chairing meetings of independent Directors, and setting agendas for such meetings;
■	liaising between the independent Directors and the Chairman and communicating with the Chairman after each meeting of independent Directors to provide feedback;
■	chairing all Board meetings where the Chairman is not present;
■	reviewing, advising on, and approving Board meeting agendas and meeting schedules;
■	being available for consultation and direct communication with stockholders, when appropriate; and
■	participating in the annual performance evaluation of individual members of the Board and the Chief Executive Officer (in consultation with the Nominating/Corporate Governance Committee).

■	special training or skill;
■	experience with businesses and other organizations that are similar to the Company in size and type;
■	experience with or knowledge of businesses or organizations or technical expertise that is particularly relevant to the Company’s current or future business plans;
■	financial expertise;
■	advanced studies and certifications;
■	specific industry or transportation experience; and
■	personal characteristics that bring diversity to the Board.

COMPENSATION COMMITTEE
Ms. McElligott (Chair), Messrs. Abbate, Conrado, and Hogan Meetings in 2023: 6		The Compensation Committee is responsible for: ■ reviewing and approving executive officer compensation and has authority to make and administer employee awards under the ArcBest Corporation Executive Officer Incentive Compensation Plan and the Amended and Restated ArcBest Corporation Ownership Incentive Plan (the “Ownership Incentive Plan”), including setting performance goals and determining the extent to which those goals were achieved; ■ reviewing and approving the Company’s peer group; ■ evaluating the need for, and provisions of, contracts and severance arrangements for executive officers; ■ monitoring compliance by Executive Officers with the Company’s stock ownership guidelines; and ■ overseeing the Company’s anti-hedging pledging policy and the Company’s clawback policy. The Nominating/Corporate Governance Committee has determined that each member of the Compensation Committee meets applicable Nasdaq independence standards and non-employee director requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

NOMINATING/CORPORATE GOVERNANCE COMMITTEE
Mr. Conrado (Chair), Ms. McElligott and Messrs. Abbate and Hogan Meetings in 2023: 4		The Nominating/Corporate Governance Committee’s responsibilities include:

SEC Form DEF 14A filed by ArcBest Corporation