Rhys Best
ArcosaAbout Rhys Best
Independent, non-executive Chairman of the Board at Arcosa (ACA). Age 78; director since 2018 (20 years combined tenure including prior service on Trinity Industries’ board). Holds a B.B.A. in Accounting (University of North Texas) and an M.B.A. in Banking and Finance (SMU Cox). Known for leading significant industrial enterprises and extensive board experience across energy and industrials.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lone Star Technologies, Inc. | Chief Executive Officer | 2004–2007 | Led producer of casing/tubing/line pipe; prior President & CEO 1999–2004; Board Chair 1997–2007. |
| Lone Star Technologies, Inc. | President & CEO | 1999–2004 | Operational and strategic leadership across oil & gas/industrial end markets. |
| Lone Star Technologies, Inc. | Chair of the Board | 1997–2007 | Governance leadership through industry cycles. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Texas Pacific Land Corporation | Non-Executive Chair | 2023–present (director since 2022) | Board leadership at major energy royalty/land company. |
| MRC Global, Inc. | Non-Executive Chair | 2016–2022 (director since 2008) | Oversight of energy distribution supplier. |
| Commercial Metals Company | Director | 2010–2022 | Global metals manufacturing oversight. |
| Cabot Oil & Gas Corporation | Lead Director | 2020–2021 (director 2008–2021) | Lead independent oversight at E&P. |
| Trinity Industries, Inc. | Lead Director | 2009–2011 (director 2005–2018) | Former parent of Arcosa; governance continuity through spin/off period. |
| Crosstex Energy, L.P. | Non-Executive Chair | 2009–2014 | Midstream governance leadership. |
| Austin Industries, Inc. (private) | Non-Executive Chair | 2013–2018 | Industrial construction oversight. |
| National Association of Corporate Directors | 2014 Director of the Year | 2014 | Governance recognition. |
| SMU Maguire Energy Institute | Advisory Board | Ongoing | Energy sector advisory. |
Board Governance
- Independent, non-executive Chairman; does not serve on Board committees (Audit, Governance & Sustainability, Human Resources).
- Chairman responsibilities include presiding over Board/independent executive sessions/shareholder meetings; approving agendas/schedules; liaison between outside directors and management; can call special meetings.
- 2024 activity: 5 Board meetings and 14 committee meetings; all directors attended at least 75% of meetings of the Board and committees served; each director attended the 2024 Annual Meeting.
- Independence profile: 8 of 9 directors independent; all Board committees 100% independent; policies prohibit short sales, hedging, margin accounts, and pledging of Arcosa stock.
Fixed Compensation
| Component | Detail | Amount |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | Total cash fees for Board service | $230,000 |
| Non-Executive Chair Retainer Fee | Annual additional retainer; payable in cash or deferred RSUs at Chair’s election | $120,000 |
| Committee Chair Fees | Audit: $20,000; HR: $20,000; Governance & Sustainability: $15,000 | Policy amounts; Best not a committee chair. |
| Meeting Fees | $2,000 per additional non-regular meeting attended | Policy amounts; applied beginning with second non-regularly scheduled meeting. |
| Ad hoc/Special Assignment | $2,000 per diem for CEO-requested work | Policy amounts. |
| Director Deferred Plan | Option to defer cash fees; credited at 5% interest equivalent or into phantom stock units settled in cash; dividends credited to phantom units | Policy description. |
Performance Compensation
| Equity Award Feature | Detail | Amount/Date |
|---|---|---|
| Annual Director Equity Grant | Restricted shares or deferred restricted stock units; one-year cliff vesting; directors elect form | Policy description. |
| 2024 Stock Awards (Grant-Date Fair Value) | Awarded May 8, 2024; vests May 8, 2025 (ASC 718 value) | $130,041; Grant 5/8/2024; Vest 5/8/2025 |
| Non-Executive Chair Retainer Form | Chair retainer may be taken as cash or deferred RSUs | Election-based; no performance conditions. |
Note: No director performance metrics (e.g., EBITDA/TSR hurdles) are disclosed for director equity; instruments are time-based with one-year vesting.
Other Directorships & Interlocks
- Current: Texas Pacific Land Corporation, Non-Executive Chair (potential information-flow interlock in energy/commodities, but no related-party transactions disclosed at Arcosa).
- Prior: Multiple energy/industrial boards (MRC Global, Commercial Metals, Cabot Oil & Gas, Trinity Industries, Crosstex Energy), indicating deep sector networks.
- Arcosa policy includes “limits on other public company board service.”
Expertise & Qualifications
- Industrial operations leadership (CEO/Chair at Lone Star Technologies) across energy/industrial supply chains.
- Financial oversight and governance credentials (Lead Director roles; NACD Director of the Year 2014).
- International operations exposure relevant to Arcosa’s engineered structures and potential future opportunities.
- Formal business education (B.B.A. Accounting; M.B.A. Banking & Finance).
Equity Ownership
| Category | Amount/Detail |
|---|---|
| Beneficial Ownership (as of Mar 21, 2025) | 58,195 shares; less than 1% of class (*) |
| RSUs/restricted stock held (as of Dec 31, 2024) | 34,328 Arcosa restricted stock/RSUs |
| RSUs exercisable within 60 days (as of Mar 21, 2025) | 32,843 shares acquirable via RSUs within 60 days |
| Deferred RSUs from Former Parent (Trinity) | 69,970 deferred RSUs (converted at spin per 1:3 distribution) |
| Pledging/Hedging | No shares pledged as security; policy prohibits pledging/hedging/short sales/margin accounts/derivatives |
| Ownership Guidelines | Directors must hold 5x annual Board cash retainer within 5 years; all directors met or are on track |
Governance Assessment
- Independence and role clarity: Independent, non-executive Chairman with robust responsibilities and separation from CEO; strengthens oversight and investor confidence.
- Attendance/engagement: Board met 5 times; committees 14 times; all directors ≥75% attendance and attended the Annual Meeting—no attendance red flags.
- Compensation alignment: Director pay balanced between cash retainer and time-based equity with one-year vest; Chair fee transparent; no performance-linked director equity, consistent with market norms.
- Ownership alignment: Material personal holdings and RSUs; strong ownership guideline (5x cash retainer) with compliance/on-track status; no pledging—a positive alignment signal.
- Related-party/conflict controls: Formal related-person transaction review policy; no Item 404 transactions in 2024; mitigates conflict risk.
- Say-on-pay signal (broader): 99% approval for compensation program at 2024 Annual Meeting underscores shareholder support for governance/comp design.
- Tenure considerations: Combined 20-year tenure (including Trinity) offers continuity but warrants ongoing refreshment; Board notes active succession and refresh processes.
RED FLAGS: None disclosed regarding pledging/hedging, related-party transactions, or attendance. Monitor multi-board commitments given external chair roles and Arcosa’s limits policy to ensure sustained engagement.