Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-04-29

ArcBest (ARCB)

Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$3,499,008
Judy McReynolds total, FY2025
ArcBest Chairman and Former CEOhighest-paid officer; CEO Seth Runser: $1,234,403
1st
CEO (Seth Runser) pay percentile vs peers
CEO-to-median pay ratio
97.65%
Say-on-pay support, latest vote
Companies that benchmark against ARCB
12 companies name ARCB as a compensation peer

Each company listed discloses ARCB in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named ARCB in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Judy McReynolds$959,445$1,172,190$776,875$10,634$579,864$3,499,008
ArcBest Chairman and Former CEO
Michael Johns454,230211,566152,2680474,3711,292,435
Former ArcBest CLO & Corporate Secretary
Seth Runser575,000390,254201,988067,1611,234,403
ArcBest President and CEO
J. Matthew Beasley513,500265,88755,935021,000856,322
ArcBest CFO
Dennis Anderson II438,000214,425170,913021,180844,518
ArcBest CIO

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY20242025
Judy McReynolds$3,499,008$4,495,698$6,315,108−996,690
Michael Johns1,292,435
Seth Runser1,234,4031,516,2982,027,759−281,895
J. Matthew Beasley856,322973,3451,087,115−117,023
Dennis Anderson II844,5181,194,0161,869,250−349,498

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Dennis Anderson IIRSU2025-05-063,750$214,425
J. Matthew BeasleyRSU2025-05-064,650265,887
Michael JohnsRSU2025-05-063,700211,566
Judy McReynoldsRSU2025-05-0620,5001,172,190
Seth RunserRSU2025-05-066,825390,254
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Dennis Anderson II$214,425$0$00.0%
J. Matthew Beasley265,887000.0%
Michael Johns211,566000.0%
Judy McReynolds1,172,190000.0%
Seth Runser390,254000.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Seth RunserRSU1,550$114,995
Dennis Anderson IIRSU1,01775,451
Seth RunserRSU6,825506,347
Seth RunserRSU1,23491,550
J. Matthew BeasleyRSU4,650344,984
Dennis Anderson IIRSU3,750278,213
J. Matthew BeasleyRSU1,367101,418
J. Matthew BeasleyRSU1,13484,131
Dennis Anderson IIRSU1,03476,712
05

Incentive-plan design — the Compensation Discussion & Analysis

The Company's executive compensation program is designed to attract and retain highly qualified executives, motivate leaders to deliver superior business performance, and ensure that the interests and risk tolerance of the Company's leaders are closely aligned with those of its stockholders. The program balances fixed compensation with variable, at-risk compensation tied to Company performance.

CEO STI target (% of salary)
CEO LTI target (% of salary)
Independent consultantMeridian Compensation Partners, LLC
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-04-2420,392,583475,67915,18797.65%Passed
20252025-04-2519,559,023861,48636,25295.61%Passed
20242024-04-2620,797,156677,69719,73896.76%Passed
20232023-04-2618,973,5372,654,43138,43887.57%Passed
20222022-04-2719,217,600596,34339,51596.8%Passed
20212021-04-2921,982,113712,95415,07696.79%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-04-2497.65%a
20252025-04-2595.61%b
20242024-04-2696.76%c

a. Approved under the standard stated in the filing — “Required Votes Proposal ​ ​ ​ Vote Required to Pass ​ ​ ​ Effect of Abstentions and Broker Non-Votes Proposal I (Election of Directors) A nominee is elected by a majority of the votes cast* None Proposal II (Advisory Vote to Approve Executive Compensation) 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 An abstention will have the same effect as a vote "against" this proposal.”.

b. Approved under the standard stated in the filing — “Required Votes Proposal Vote Required to Pass Effect of Abstentions and Broker Non-Votes Proposal I (Election of Directors) A nominee is elected by a majority of the votes cast* None Proposal II (Advisory Vote to Approve Executive Compensation) 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 An abstention will have the same effect as a vote "against" this proposal.”.

c. Approved under the standard stated in the filing — “Required Votes Proposal Vote Required to Pass Effect of Abstentions and Broker Non-Votes Proposal I (Election of Directors) A nominee is elected by a majority of the votes cast* None Proposal II (Advisory Vote to Approve Executive Compensation) 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 An abstention will have the same effect as a vote "against" this proposal.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

09

Board fee structure and ownership guideline

Annual cash retainer$95,000
Annual equity retainer$160,000
Per board meeting fee
Committee chair fees (audit / comp / nom-gov)25,000 / 20,000 / 15,000
Stock ownership guideline$5
10

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

10a

Peer reciprocity

Of the companies ArcBest names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.

Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including ArcBest.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1United Parcel Service, Inc.2025Carol Tomé$1,509,713$17,550,546$1,358,754$2,264,569$22,878,788
2Union Pacific Corporation2025V. James Vena1,475,0009,000,1306,000,0033,437,25020,296,362
3Norfolk Southern Corporation2025Mark George1,100,0009,199,7332,300,0102,932,87516,245,050
4XPO, Inc.2025Mario Harik872,1989,876,76001,236,90612,001,545
5CSX Corporation2025Stephen Angel386,3645,385,3425,248,065513,86311,711,612
6Old Dominion Freight Line, Inc.2025Kevin Freeman1,033,6802,377,60608,167,84711,615,896
7C.H. Robinson Worldwide, Inc.2025David Bozeman1,100,9626,984,38302,879,61811,045,949
8Ryder System, Inc.2025Robert Sanchez1,100,0017,159,49501,675,89410,178,386
9Expeditors International of Washington, Inc.2025Daniel Wall100,0005,940,13403,600,7299,643,863
10J.B. Hunt Transport Services, Inc.2025Shelley Simpson961,3856,927,52901,067,4219,004,371
11RXO, Inc.2025Drew Wilkerson703,1546,339,646529,2497,589,549
12Schneider National, Inc.2025Mark Rourke1,000,0005,704,1740569,1207,380,101
13Saia, Inc.2025Frederick Holzgrefe980,0005,176,716006,312,241
14Werner Enterprises, Inc.2025Derek Leathers974,0774,200,0000745,1066,048,549
15Forward Air Corporation2025Shawn Stewart900,0004,037,9900617,4005,561,309
16Knight-Swift Transportation Holdings Inc.2025Adam Miller950,0003,242,667803,1305,011,329
17Landstar System, Inc.2025Frank Lonegro800,0003,473,0490210,0004,574,887
18Hub Group, Inc.2024Phillip Yeager850,0002,400,342552,5003,964,450
19ArcBest2025Seth Runser575,000390,254201,9881,234,403
Covenant Logistics Group, Inc.not in coverage universe
TFI International Inc.not in coverage universe

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10c

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
ArcBestnot disclosedC-LTIP 60 · RSU 40not disclosedMeridian Compensation Partners, LLC
C.H. Robinson Worldwide, Inc.171%PSU 60 · RSU 40NoSemler Brossy
Covenant Logistics Group, Inc.not disclosednot disclosednot disclosednot disclosed
CSX Corporationnot disclosedPSU 60 · Option 20 · RSU 20not disclosedPay Governance, LLC
Expeditors International of Washington, Inc.not disclosedPSU 50 · RSU 50NoMeridian Compensation Partners, LLC
Forward Air Corporation68%PSU 60 · RSU 40Yes — Total Stockholder Return (TSR)Meridian Compensation Partners, LLC
Hub Group, Inc.not disclosedPRSU 50 · RSU 50not disclosedAon
J.B. Hunt Transport Services, Inc.not disclosednot disclosedNoMeridian Compensation Partners, LLC
Knight-Swift Transportation Holdings Inc.not disclosedPRSU 60 · RSU 40not disclosedPearl Meyer
Landstar System, Inc.not disclosednot disclosednot disclosedFW Cook; Compensation Strategies, Inc.
Norfolk Southern Corporation118.5%not disclosedYes — relative TSRFW Cook
Old Dominion Freight Line, Inc.not disclosednot disclosedYes — Three-year relative TSR compared to companies in the Dow Jones Transportation AveragePearl Meyer
RXO, Inc.not disclosedPRSU 50 · RSU 50not disclosedPearl Meyer & Partners, LLC
Ryder System, Inc.90%PSU 60 · RSU 40NoFW Cook
Saia, Inc.not disclosedPSU 50 · Restricted Stock 50not disclosedMercer
Schneider National, Inc.not disclosedPSU 60 · RSU 40not disclosedFrederic W. Cook & Co, Inc.
TFI International Inc.not disclosednot disclosednot disclosednot disclosed
Union Pacific Corporation138%PSU 60 · Options 40NoPay Governance
United Parcel Service, Inc.75%PSU 93 · Options 7Yes — Relative Total Shareowner Return (RTSR)FW Cook
Werner Enterprises, Inc.not disclosedRestricted Stock 50 · Performance Stock 50not disclosedFrederic W. Cook & Co.
XPO, Inc.not disclosedPSU 80 · RSU 20not disclosedExequity LLP

Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Judy McReynoldsDEF 14A2026-03-130001104659-26-027357Section “Summary Compensation Table” · page 59. As printed: 3,499,008. Filing ↗
2Section 01, Michael JohnsDEF 14A2026-03-130001104659-26-027357Section “Summary Compensation Table” · page 59. As printed: 1,292,435. Filing ↗
3Section 01, Seth RunserDEF 14A2026-03-130001104659-26-027357Section “Summary Compensation Table” · page 59. As printed: 1,234,403. Filing ↗
4Section 01, J. Matthew BeasleyDEF 14A2026-03-130001104659-26-027357Section “Summary Compensation Table” · page 59. As printed: 856,322. Filing ↗
5Section 01, Dennis Anderson IIDEF 14A2026-03-130001104659-26-027357Section “Summary Compensation Table” · page 59. As printed: 844,518. Filing ↗
6Section 03, Dennis Anderson II RSUDEF 14A2026-03-130001104659-26-027357Section “2025 Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 1260566–1260573
7Section 03, J. Matthew Beasley RSUDEF 14A2026-03-130001104659-26-027357Section “2025 Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 1242321–1242328
8Section 03, Michael Johns RSUDEF 14A2026-03-130001104659-26-027357Section “2025 Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 1278076–1278083
9Section 03, Judy McReynolds RSUDEF 14A2026-03-130001104659-26-027357Section “2025 Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 1206269–1206278
10Section 03, Seth Runser RSUDEF 14A2026-03-130001104659-26-027357Section “2025 Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 1224941–1224948
11Section 06, 2026 voteForm 8-K2026-04-240001104659-26-048553Item 5.07 · say-on-pay result. As reported: 97.65% (votes for as printed: 20,392,583). Filing ↗
12Section 06, 2025 voteForm 8-K2025-04-300001558370-25-005906Item 5.07 · say-on-pay result. As reported: 95.61% (votes for as printed: 19,559,023). Filing ↗
13Section 06, 2024 voteForm 8-K2024-05-010001558370-24-006322Item 5.07 · say-on-pay result. As reported: 96.76% (votes for as printed: 20,797,156). Filing ↗
14Section 01 trend, Δ column (computed)ComputedcomputedΔ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
15Section 03b vehicle mix (computed)ComputedcomputedRSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio
16United Parcel Service, Inc., Section 10b CEO totalDEF 14A2026-03-190001628280-26-019856CEO total compensation as printed in United Parcel Service, Inc.'s own proxy. As printed: 22,878,788. Filing ↗machine: r2 · c27 · span 899122–899132
17Union Pacific Corporation, Section 10b CEO totalDEF 14A2026-03-250000100885-26-000098CEO total compensation as printed in Union Pacific Corporation's own proxy. As printed: 20,296,362. Filing ↗machine: span 1158158–1158168
18Norfolk Southern Corporation, Section 10b CEO totalDEF 14A2026-03-270001193125-26-127620CEO total compensation as printed in Norfolk Southern Corporation's own proxy. As printed: 16,245,050. Filing ↗machine: r5 · c33 · span 2773362–2773372
19XPO, Inc., Section 10b CEO totalDEF 14A2026-04-070001104659-26-040425CEO total compensation as printed in XPO, Inc.'s own proxy. As printed: 12,001,545. Filing ↗machine: r4 · c49 · span 1080319–1080329
20CSX Corporation, Section 10b CEO totalDEF 14A2026-03-300001628280-26-021944CEO total compensation as printed in CSX Corporation's own proxy. As printed: 11,711,612. Filing ↗machine: r2 · c27 · span 1506353–1506363
21Old Dominion Freight Line, Inc., Section 10b CEO totalDEF 14A2026-04-200000878927-26-000006CEO total compensation as printed in Old Dominion Freight Line, Inc.'s own proxy. As printed: 11,615,896. Filing ↗machine: t7 · r4 · c12 · span 336288–336298
22C.H. Robinson Worldwide, Inc., Section 10b CEO totalDEF 14A2026-03-240001043277-26-000011CEO total compensation as printed in C.H. Robinson Worldwide, Inc.'s own proxy. As printed: 11,045,949. Filing ↗machine: r3 · c39 · span 1034575–1034585
23Ryder System, Inc., Section 10b CEO totalDEF 14A2026-03-110001628280-26-016651CEO total compensation as printed in Ryder System, Inc.'s own proxy. As printed: 10,178,386. Filing ↗machine: t211 · r2 · c8 · span 970489–970499
24Expeditors International of Washington, Inc., Section 10b CEO totalDEF 14A2026-03-240001193125-26-121388CEO total compensation as printed in Expeditors International of Washington, Inc.'s own proxy. As printed: 9,643,863. Filing ↗machine: r2 · c6 · span 687349–687359
25J.B. Hunt Transport Services, Inc., Section 10b CEO totalDEF 14A2026-03-110001437749-26-007732CEO total compensation as printed in J.B. Hunt Transport Services, Inc.'s own proxy. As printed: 9,004,371. Filing ↗machine: r1 · c21 · span 825167–825176
26RXO, Inc., Section 10b CEO totalDEF 14A2026-03-300001140361-26-011983CEO total compensation as printed in RXO, Inc.'s own proxy. As printed: 7,589,549. Filing ↗
27Schneider National, Inc., Section 10b CEO totalDEF 14A2026-03-170001104659-26-029426CEO total compensation as printed in Schneider National, Inc.'s own proxy. As printed: 7,380,101. Filing ↗machine: r1 · c42 · span 1012102–1012111
28Saia, Inc., Section 10b CEO totalDEF 14A2026-03-160001193125-26-107135CEO total compensation as printed in Saia, Inc.'s own proxy. As printed: 6,312,241. Filing ↗machine: r2 · c19 · span 1046323–1046332
29Werner Enterprises, Inc., Section 10b CEO totalDEF 14A2026-03-310000793074-26-000083CEO total compensation as printed in Werner Enterprises, Inc.'s own proxy. As printed: 6,048,549. Filing ↗machine: r3 · c24 · span 647131–647140
30Forward Air Corporation, Section 10b CEO totalDEF 14A2026-04-290001104659-26-051569CEO total compensation as printed in Forward Air Corporation's own proxy. As printed: 5,561,309. Filing ↗machine: t28 · r1 · c47 · span 679731–679740
31Knight-Swift Transportation Holdings Inc., Section 10b CEO totalDEF 14A2026-04-020001492691-26-000025CEO total compensation as printed in Knight-Swift Transportation Holdings Inc.'s own proxy. As printed: 5,011,329. Filing ↗
32Landstar System, Inc., Section 10b CEO totalDEF 14A2026-03-230001193125-26-118697CEO total compensation as printed in Landstar System, Inc.'s own proxy. As printed: 4,574,887. Filing ↗machine: r3 · c39 · span 755488–755497
33Hub Group, Inc., Section 10b CEO totalDEF 14A2025-04-030001140361-25-012045CEO total compensation as printed in Hub Group, Inc.'s own proxy. As printed: 3,964,450. Filing ↗
34ArcBest (subject), Section 10b CEO totalDEF 14A2026-03-130001104659-26-027357CEO total compensation as printed in ArcBest's own proxy. As printed: 1,234,403. Filing ↗
35Section 10a, Ryder System, Inc. reciprocityDEF 14A0001628280-26-016651Ryder System, Inc.'s most recent proxy was read; its disclosed peer group does not include ArcBest. Filing ↗
36Section 10a, XPO, Inc. reciprocityDEF 14A0001104659-26-040425XPO, Inc. names ArcBest in its own disclosed peer group (read from its most recent proxy). Filing ↗
37Section 10a, Union Pacific Corporation reciprocityDEF 14A0000100885-26-000098Union Pacific Corporation's most recent proxy was read; its disclosed peer group does not include ArcBest. Filing ↗
38Section 10a, J.B. Hunt Transport Services, Inc. reciprocityDEF 14A0001437749-26-007732J.B. Hunt Transport Services, Inc.'s most recent proxy was read; its disclosed peer group does not include ArcBest. Filing ↗
39Section 10a, Covenant Logistics Group, Inc. reciprocityDEF 14A0001437749-26-011971Covenant Logistics Group, Inc. names ArcBest in its own disclosed peer group (read from its most recent proxy). Filing ↗
40Section 10a, RXO, Inc. reciprocityDEF 14A0001140361-26-011983RXO, Inc. names ArcBest in its own disclosed peer group (read from its most recent proxy). Filing ↗
41Section 10a, Werner Enterprises, Inc. reciprocityDEF 14A0000793074-26-000083Werner Enterprises, Inc. names ArcBest in its own disclosed peer group (read from its most recent proxy). Filing ↗
42Section 10a, CSX Corporation reciprocityDEF 14A0001628280-26-021944CSX Corporation's most recent proxy was read; its disclosed peer group does not include ArcBest. Filing ↗
43Section 10a, Forward Air Corporation reciprocityDEF 14A0001104659-26-051569Forward Air Corporation names ArcBest in its own disclosed peer group (read from its most recent proxy). Filing ↗
44Section 10a, Landstar System, Inc. reciprocityDEF 14A0001193125-26-118697Landstar System, Inc. names ArcBest in its own disclosed peer group (read from its most recent proxy). Filing ↗
45Section 10a, Old Dominion Freight Line, Inc. reciprocityDEF 14A0000878927-26-000006Old Dominion Freight Line, Inc.'s most recent proxy was read; its disclosed peer group does not include ArcBest. Filing ↗
46Section 10a, Schneider National, Inc. reciprocityDEF 14A0001104659-25-024115Schneider National, Inc. names ArcBest in its own disclosed peer group (read from its most recent proxy). Filing ↗
47Section 10a, Saia, Inc. reciprocityDEF 14A0001193125-26-107135Saia, Inc. names ArcBest in its own disclosed peer group (read from its most recent proxy). Filing ↗
48Section 10a, C.H. Robinson Worldwide, Inc. reciprocityDEF 14A0001043277-26-000011C.H. Robinson Worldwide, Inc.'s most recent proxy was read; its disclosed peer group does not include ArcBest. Filing ↗
49Section 10a, Knight-Swift Transportation Holdings Inc. reciprocityDEF 14A0001492691-26-000025Knight-Swift Transportation Holdings Inc. names ArcBest in its own disclosed peer group (read from its most recent proxy). Filing ↗
50Section 10a, United Parcel Service, Inc. reciprocityDEF 14A0001628280-26-019856United Parcel Service, Inc.'s most recent proxy was read; its disclosed peer group does not include ArcBest. Filing ↗
51Section 10a, Hub Group, Inc. reciprocityDEF 14A0001140361-25-012045Hub Group, Inc. names ArcBest in its own disclosed peer group (read from its most recent proxy). Filing ↗
52Section 10a, Expeditors International of Washington, Inc. reciprocityDEF 14A0001193125-26-121388Expeditors International of Washington, Inc.'s most recent proxy was read; its disclosed peer group does not include ArcBest. Filing ↗