Jeffrey Craig
ArcosaAbout Jeffrey A. Craig
Jeffrey A. Craig, age 64, has served as an independent director of Arcosa since 2018. He is a designated financial expert and chairs the Audit Committee, bringing prior CEO/CFO experience and deep transportation/industrial domain knowledge; he holds a B.S. in Accounting from Michigan State University and an MBA from Duke University’s Fuqua School of Business . The Board has affirmatively determined he is independent under NYSE and SEC standards; all committees are composed entirely of independent directors . In 2024 the Board held 5 meetings and committees held 14 meetings, with all directors attending at least 75% of their meetings and the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meritor, Inc. | Chief Executive Officer and President | 2015–2021 | Led global supplier to commercial vehicle OEMs; previously Executive Chair in 2021 |
| Meritor, Inc. | President & Chief Operating Officer | 2014–2015 | Enterprise operations leadership |
| Meritor, Inc. | SVP & President, Commercial Truck & Industrial | 2013–2014 | Segment P&L leadership |
| Meritor, Inc. | Senior Vice President & Chief Financial Officer | 2009–2013 | Public company CFO; capital markets and controls oversight |
| General Motors Acceptance Corp. | President & CEO, Commercial Finance | 2001–2006 | Built and led commercial finance platform |
| General Motors Acceptance Corp. | President & CEO, Business Credit Division | 1999–2001 | Led business credit operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hyliion Holdings Corp. | Non‑Executive Chair | 2022–present | Board leadership; note: Arcosa director Melanie M. Trent also serves on Hyliion’s board (interlock) |
| Baxter International Inc. | Director; Audit Committee Chair | 2024–present | Audit Committee chair responsibilities |
| Michigan State Univ., Broad College | Dean’s Advisory Board | Ongoing | Advisory role |
| Meritor, Inc. | Director; Executive Chair (2021) | 2015–2021 | Executive Chair (2021) |
Board Governance
- Independence and roles: Independent director; Audit Committee Chair; designated “audit committee financial expert.” Audit Committee’s remit includes financial reporting integrity, auditor oversight, internal audit, compliance, and periodic oversight of information security/cybersecurity risks .
- Committee composition and activity: Audit Committee members (Craig—Chair; Lindsay; Piggott); held 6 meetings in 2024; all members independent and qualified as financial experts .
- Attendance and engagement: Board held 5 meetings and committees held 14 in 2024; all directors met ≥75% attendance and attended the 2024 annual meeting .
- Governance practices: Independent non‑executive Chair; all committees 100% independent; majority voting; regular executive sessions; prohibitions on short sales/hedging/margin/pledging; robust stock ownership requirements; limits on other public company board service .
- Related party/Conflicts: No related person transactions requiring disclosure for 2024; G&S Committee oversees a formal related‑party transaction policy .
Fixed Compensation
| Component (Director) | Amount |
|---|---|
| Cash fees (Board/committee, incl. Audit Chair fee) | $130,000 |
| Equity grant (restricted stock/RSUs; grant 5/8/2024; 1‑yr vest) | $130,041 |
| Total 2024 director compensation | $260,041 |
Notes: Equity awards to directors vest after one year; directors may elect restricted stock or deferred RSUs; additional meeting fee $2,000 per extra meeting; Audit Committee Chair retainer $20,000; Non‑Executive Chair retainer $120,000 .
Performance Compensation
| Grant date | Instrument | Vesting | Fair value | Notes |
|---|---|---|---|---|
| 5/8/2024 | Restricted stock or deferred RSUs | One‑year cliff (vests 5/8/2025) | $130,041 | Director equity is time‑based; no performance metrics; number of shares based on close on award date |
Arcosa does not grant stock options to directors; hedging/pledging Arcosa stock is prohibited .
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlock/Notes |
|---|---|---|---|
| Hyliion Holdings Corp. | Non‑Executive Chair | Board leadership | Melanie M. Trent (Arcosa director) also on Hyliion board (outside interlock) |
| Baxter International Inc. | Director | Audit Committee Chair | Adds external audit oversight workload |
| Meritor, Inc. (prior) | Director; Executive Chair (2021) | — | Former issuer leadership/directorship |
Expertise & Qualifications
- Financial expertise: Audit Committee financial expert; former public company CFO (Meritor) and audit chair responsibilities at Baxter .
- Industry leadership: Former CEO/President of Meritor (commercial vehicle supplier), senior roles at GMAC; relevant to Arcosa’s transportation/industrial exposure .
- Education: B.S. Accounting (Michigan State), MBA (Duke Fuqua) .
- Board skills: Board’s skills matrix designates financial expertise; Board and all committees are entirely independent .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 17,263 shares; <1% of outstanding |
| Shares pledged as collateral | None (company‑wide no pledges by directors/officers as of 3/21/2025) |
| Outstanding restricted stock/RSUs (as of 12/31/2024) | 1,485 units/shares |
| Director stock ownership guideline | 5× annual Board cash retainer; all directors have met or are on track |
Governance Assessment
- Strengths: Independent Audit Chair with CEO/CFO pedigree; committee covers cybersecurity risk; all audit members are financial experts; strong governance framework (majority voting, clawback policy, ownership guidelines, anti‑hedging/pledging) supports investor alignment .
- Alignment: Holds Arcosa equity; director equity is time‑based; ownership guideline of 5× retainer in place and on track across the Board .
- Attendance/engagement: Board and committees active; directors met attendance expectations and attended the annual meeting .
- Conflicts/related‑party risk: None disclosed for 2024; related‑party screening policy in place .
- Workload/overboarding: Serves as Hyliion Non‑Executive Chair and Baxter Audit Chair in addition to ACA Audit Chair; Arcosa maintains limits on other public company board service, mitigating overcommitment risk .
- Shareholder sentiment: 2024 Say‑on‑Pay support at 99% indicates broad investor confidence in governance and pay practices, indirectly supportive of board oversight credibility .
RED FLAGS: None disclosed—no pledging/hedging, no related‑party transactions, committees fully independent, and attendance thresholds met .