Chris Sultemeier
ARCBEST CORP /DE/About Chris Sultemeier
Independent director appointed to ArcBest’s board on October 29, 2025, with more than 30 years of logistics and transportation leadership, including 28 years at Walmart as EVP of Logistics and President & CEO of Walmart Transportation. He currently serves as an Operating Partner at NewRoad Capital Partners, with board roles across several portfolio companies. At appointment, he filed a Form 3 indicating no initial beneficial ownership; he will participate in standard non-employee director compensation and indemnification programs. Tenure on ARCB board began October 29, 2025; age and education not disclosed in company filings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walmart | EVP of Logistics; President & CEO, Walmart Transportation | 28 years | Led logistics and transportation for a global retail supply chain; senior operational leadership in logistics execution. |
| ArcBest (ARCB) | Independent Director | Appointed Oct 29, 2025 | Compensation Committee; Nominating/Corporate Governance Committee assignments. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NewRoad Capital Partners | Operating Partner | Current | Serves on boards of several portfolio companies (specific companies not disclosed). |
Board Governance
- Committee assignments: Compensation Committee member and Nominating/Corporate Governance Committee member (effective immediately upon appointment).
- Independence: Non-employee director; company disclosed no related-person transactions requiring Item 404(a) disclosure.
- Indemnification: Entered into ArcBest’s standard director indemnification agreement.
- Lead Independent Director context: Eduardo F. Conrado elected Lead Independent Director effective Nov 1, 2025 (following Steve Spinner’s retirement).
- Anti-hedging/pledging policy applies to directors; prohibits hedging, pledging, and derivatives on company stock.
Fixed Compensation
Standard non-employee director compensation (cash retainers and 2025 equity target):
| Component | Amount/Policy |
|---|---|
| Member annual cash retainer | $95,000 (paid monthly). |
| Lead Independent Director retainer | $30,000 (not applicable to Sultemeier). |
| Committee Chair retainers | Audit $25,000; Compensation $20,000; Nominating/Corporate Governance $15,000. |
| Equity grant target (annual) | $160,000 target value for 2025 (increased from $145,000 in 2024). |
| Equity grant form | RSUs; grant date typically 5 business days after quarterly earnings release; vests one year; accelerated vesting on death/disability/change in control; retirement acceleration provisions. |
| Logistics for 2025 RSU grant | Initial RSU grant for Sultemeier to be made five business days following Q3 2025 earnings release (or other date set by Board). |
Performance Compensation
Compensation Committee oversight of executive pay-for-performance structure and metrics:
| Plan | Metric | Weight | Targeting/Notes |
|---|---|---|---|
| Annual Incentive (AIP, 2024+) | Adjusted Operating Income | 60% | Emphasizes profitable growth; harmonized max payout to 250%. |
| Annual Incentive (AIP, 2024+) | Adjusted ROCE | 40% | Capital efficiency vs S&P 500 long-term averages; max payout 250%. |
| Cash LTIP (C-LTIP, 2024–2026) | 3-year average Adjusted ROCE | 60% | Multi-year capital efficiency; max payout 250%. |
| Cash LTIP (C-LTIP, 2024–2026) | Relative TSR (peer group) | 40% | Shareholder value vs peers; straight-line interpolation; payout 0–250%. |
Recent outcomes for context (Comp Committee effectiveness):
- 2024 AIP payout: 33.52% of target based on Adjusted Operating Income below threshold ($208.9M) and Adjusted ROCE at 12.38% (between threshold and target).
- 2022–2024 C-LTIP payout: 172.4% of target (TSR ~31.6th percentile; 3-year avg Adjusted ROCE 23.46% above maximum).
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock Risk |
|---|---|---|---|
| NewRoad Capital Partners portfolio boards (unspecified) | Private | Director | Monitor for transactions with ARCB suppliers/customers; company states no related-party transactions at appointment. |
ArcBest reported no other related party transactions requiring disclosure in the 2025 proxy (aside from items involving other insiders unrelated to Sultemeier).
Expertise & Qualifications
- Deep logistics/supply chain operations leadership from Walmart; transportation management experience enhances Board’s transportation/logistics capability.
- Board experience across private portfolio companies; informs governance and growth-stage logistics ventures.
- Committee fit: Compensation and Nominating/Corporate Governance responsibilities align with operational rigor and talent/strategy oversight.
Equity Ownership
| Filing/Policy | Detail |
|---|---|
| Form 3 (Initial Statement) | Filed Nov 3, 2025; indicated no securities beneficially owned at appointment. |
| RSU grant plan | Initial RSU grant scheduled post Q3 2025 earnings release (date per Board policy of 5 business days post-release unless changed). |
| Director stock ownership guidelines | Required to own shares equal to 5x total annual retainers; directors cannot sell until in compliance; RSUs (vested/unvested and deferred) count toward compliance. |
| Insider trading/hedging | Directors prohibited from hedging or pledging company stock; option re-pricing prohibited; strong clawback policy. |
Governance Assessment
- Strengths: Independent appointment, immediate integration into Compensation and Nominating/Corporate Governance committees; no related-party transactions at appointment; robust governance architecture (majority voting standard, proxy access adopted, anti-hedging/pledging, clawbacks).
- Alignment: Director equity grants and 5x ownership guidelines align interests; annual RSU vesting supports long-term perspective; compensation design emphasizes Adjusted ROCE and TSR.
- Board effectiveness signals: 2024 say-on-pay support ~97%; active investor engagement with 37% of outstanding shares; governance enhancements (proxy access).
- Watch items/RED FLAGS (none disclosed):
- Potential interlocks via NewRoad boards—monitor for future transactions; company requires audit committee review of any related-party dealings.
- Equity ownership build: initial holding zero; ensure timely RSU grant and adherence to ownership guidelines.
Director Compensation (Context and Peer Benchmarking)
| Item | 2024 Director Compensation (Illustrative) | Notes |
|---|---|---|
| Member cash retainer | $95,000 | Base for non-employee directors. |
| Lead Independent Director retainer | $30,000 | Applies to LID only (Conrado as of Nov 1, 2025). |
| Committee Chair retainers | Audit $25,000; Compensation $20,000; Nominating/Gov $15,000 | Chairs only. |
| Target equity grant (RSUs) | $145,000 in 2024; $160,000 target in 2025 | One-year vesting; grant date timing policy. |
2024 non-employee director compensation totals (for incumbents; Sultemeier joined in 2025): e.g., Compensation Chair $115,000 cash and $145,800 stock awards; LID $125,000 cash and $145,800 stock awards.
Insider Filings and Attendance
| Date | Filing | Key Disclosure |
|---|---|---|
| Oct 29, 2025 | 8-K Item 5.02 | Board size increased to 11; Sultemeier appointed; committee assignments; indemnification; RSU grant logistics; no Item 404 transactions. |
| Nov 3, 2025 | Form 3 | Director status; no beneficial ownership at filing. |
| Oct 31, 2025 | 8-K + Press Release | Announced appointment and committee roles; Conrado elected Lead Independent Director. |
Board attendance context (pre-appointment): In 2024, the Board met five times; all directors participated in all scheduled meetings; committee meetings: Audit (6), Compensation (5), Nominating/Corporate Governance (5).
Compensation Committee Analysis
- 2025 composition (broader context): Committee chaired by Kathleen D. McElligott; members included Abbate, Conrado, Hogan; Sultemeier added in Oct 2025 (post-DEF 14A).
- Independent compensation consultant: Meridian Compensation Partners (independent; no conflicts).
- Interlocks: None disclosed for Compensation Committee.
- Policy framework: Clawbacks enhanced for Nasdaq/SEC compliance; anti-hedging/pledging; benchmarking to industry peers; peer group expanded for C-LTIP TSR in 2025 to mitigate volatility.
Related Party Transactions & Conflicts
- Company-level disclosures: No related-party transactions involving Sultemeier at appointment; audit committee oversees any future related-party transactions per charter.
- Independence determinations: Board applies Nasdaq independence standards; 2025 proxy shows robust review of director independence (examples for other directors).
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say-on-pay approval: ~97% support.
- Engagement: Reached out to holders representing ~63% of outstanding shares; met with ~37%; led governance enhancements (proxy access bylaw).
Stock Ownership Policy for Directors
- Requirement: 5x annual retainers; prohibition on selling until compliant; RSUs count toward requirement (vested/unvested and deferred).
- Compliance status (2024 review): All directors met requirements except recent joiner Abbate; Sultemeier will be subject to same policy post-appointment.
Risk Indicators & Red Flags
- Hedging/pledging prohibited for directors (alignment positive).
- No tax gross-ups on parachute payments; no single-trigger CIC; no option repricing; no guaranteed bonuses (shareholder-friendly).
- No related-party transactions involving Sultemeier (at appointment).
Notes
- Where specific items (age, education, exact share counts for RSU grants) are not disclosed, they are omitted per instruction to “skip items entirely if not disclosed.” All facts and amounts are sourced from ArcBest’s SEC filings and proxy disclosures.