Craig Philip - Director | ARCBEST CORP /DE/ (ARCB) Executive Profile & Compensation

About Craig E. Philip

Independent director of ArcBest (ARCB) since August 2011; age 71. Former CEO of Ingram Barge, now Research Professor and Director of the Vanderbilt Center for Transportation and Operational Resiliency (VECTOR); elected to the National Academy of Engineering in 2014. Education: B.S.E. (Civil Engineering) Princeton; M.S.E. and Ph.D. (Civil Engineering) MIT. Current committee assignment: Audit Committee; independence affirmed by the Board.

Past Roles

Organization	Role	Tenure	Committees/Impact
Ingram Barge Company (division of Ingram Industries)	Chief Executive Officer	1999–2014	Led acquisition program; transformed Ingram Barge into the third-largest for-hire river carrier; championed “Zero Harm” safety initiatives.
Ingram Barge Company	President	1994–1999	Strategic leadership and growth execution.
Southern Pacific Railroad Company	Vice President, Intermodal Division	1987–1991	Early deployment of double-stack container railcars; first purpose-built intermodal terminal adjacent to LA/Long Beach ports.
Consolidated Rail Corporation	Early career	Not disclosed	Railroad marketing and logistics experience.

External Roles

Organization	Role	Tenure	Focus/Impact
Vanderbilt University (VECTOR)	Research Professor & Director	2015–Present	Transportation infrastructure integration; risk management tools for carrier safety and transport policy.
Transportation Research Board – Marine Board	Member; Chairman	Member 2016–2024; Chair 2022–2024	Marine safety, regulatory oversight; Executive Committee 2020–Present.
National/Regional Non-Profits & Academic Boards	Director/Trustee	Various	Advocacy, social service, academic governance.

Board Governance

Independence: The Board determined all directors other than the CEO are independent; Philip is independent. Independent directors held four executive sessions in 2024 (Lead Independent Director Steven Spinner presided).
Committees: Audit Committee (members: Janice E. Stipp—Chair, Steven L. Spinner, Craig E. Philip), 6 meetings in 2024. The Audit Committee also serves as the Qualified Legal Compliance Committee.
Attendance: The Board met five times in 2024; all directors participated in all scheduled Board and applicable committee meetings during their service periods.
Lead Independent Director: Steven L. Spinner (since Oct 2022).
Mandatory Retirement: Directors may not seek re‑election after age 75.

Fixed Compensation

Component	2024 Amount	Notes
Annual Member Retainer (cash)	$95,000	Standard cash retainer; paid monthly.
Committee Chair Retainer (cash)	$0	Audit Chair retainer is $25,000; Philip is not chair.
Lead Independent Director Retainer (cash)	$0	Role held by Spinner; retainer $30,000.
Meeting Fees	$0	Not separately disclosed; retainer-based.

2024 cash fees earned: $95,000.

Performance Compensation

Equity Award	Grant Date	Shares/Units	Grant-Date Fair Value	Vesting	Key Terms
RSUs (non-employee director annual grant)	May 7, 2024	1,250	$145,800	1-year cliff	Accelerated vesting upon death, disability, change in control; retirement acceleration if age ≥65 and ≥5 years of service.

Equity grant practice: Fixed-dollar target value divided by closing price; grants occur five business days after quarterly earnings release; no timing around MNPI.
2025 change: Target equity grant value increased to $160,000 to align with 50th percentile peers.
Hedging/Pledging: Prohibited for directors; no options outstanding under plan.

Performance Metric Table (Director Equity)

Metric	Applies?	Details
Financial/ESG performance metrics tied to director equity	No	Director RSUs are time-based, not performance-based.
Vesting schedule	Yes	RSUs vest one year from grant date; allowed deferral under Ownership Incentive Plan.
Change-in-control treatment	Yes	RSUs accelerate upon change in control (subject to plan terms).

Other Directorships & Interlocks

Company	Exchange	Role	Notes
None disclosed	—	—	Proxy lists no current public company directorships for Philip.

Related-party transactions: Proxy discloses certain relationships for other individuals but none involving Philip.

Expertise & Qualifications

Logistics and transportation: 40+ years across intermodal operations, maritime shipping, railroad marketing; leadership at Ingram Barge and Southern Pacific.
Risk management: Research focus at VECTOR on risk tools, safety management, regulatory modernization.
Recognitions: National Academy of Engineering (2014) for contributions to IT and management innovation.
Board skills: Audit knowledge; risk management; technology; transportation/logistics among skills mapped in Board Skills Profile.

Equity Ownership

Ownership Element	Amount	Notes
Common shares beneficially owned	20,900	As of Feb 24, 2025; less than 1% of shares outstanding.
RSUs outstanding (Dec 31, 2024)	1,250 (unvested)	Vested but deferred: 0; Total RSUs outstanding: 1,250.
Ownership guidelines	5× total annual retainers	All directors met requirements except Mr. Abbate; implies Philip is in compliance.
Pledging/Hedging	Prohibited	Company policy prohibits hedging/pledging of company stock by directors.

Governance Assessment

Strengths: Long-tenured independent director with deep logistics risk management expertise; active Audit/QLCC member; full attendance in 2024; compliance with rigorous stock ownership guidelines; anti‑hedging/pledging policy enhances alignment.
Compensation alignment: Director pay is balanced between cash retainer and time-based RSUs; 2025 equity target aligned to market median; no options or guaranteed/perquisite-heavy constructs.
Conflicts/red flags: No related-party transactions disclosed for Philip; say‑on‑pay support of 97% in 2024 indicates positive shareholder sentiment; proxy access adopted in 2025 in response to engagement.
Succession/tenure: Mandatory retirement at 75 provides refreshment; at age 71, horizon for continued service is limited to near-term cycles, suggesting ongoing board refresh planning.