Dennis Anderson

About Dennis Anderson

Dennis L. Anderson II is ArcBest’s Chief Innovation Officer (effective January 2025) after serving as Chief Strategy Officer (March 2023–December 2024), Chief Customer Officer (April 2020–March 2023), and Chief Customer Experience Officer (January 2017–March 2020). He previously served as Vice President–Strategy (February 2014–December 2016) and Director of Strategy (June 2011–January 2014); at ABF Freight he was a Senior Pricing Analyst for three years and later Manager of Pricing. He holds a B.S. in Industrial Engineering from the University of Arkansas and is 44 years old . Company performance context: 2024 revenue was $4.2B and diluted EPS $7.28, with operating ratio improving to 94.2% despite softer demand; annual incentive paid at 33.52% of target (Adjusted Operating Income below threshold; Adjusted ROCE 12.38%) while the 2022–2024 cash LTI paid 172.4% (strong three‑year Adjusted ROCE) .

Past Roles

External Roles

No public company directorships or external board roles disclosed for Mr. Anderson .

Fixed Compensation

Notes: The 2024 annual incentive target for Anderson was 60% of base salary; maximum payout is 250% of target under plan design .

Performance Compensation

Annual Incentive Plan (AIP) – 2024 design and outcome

Anderson’s 2024 AIP payout: $86,542 .

Long‑Term Incentives

• 2024–2026 Cash LTI (C‑LTIP): Target $270,000; metrics 60% three‑year average Adjusted ROCE and 40% Relative TSR; each metric capped at 250% payout, payment in early 2027 .
• 2022–2024 C‑LTIP realized: Company payout 172.4%; Anderson received $474,100 .
• Time‑based RSUs: 2024 grant $180,000 target value → 1,525 units granted on May 7, 2024; three‑year ratable vesting (May 7, 2025/2026/2027) .

Equity Ownership & Alignment

• Beneficial ownership: 13,969 ArcBest shares as of Feb 24, 2025 (<1% of outstanding) .
• Unvested RSUs at 12/31/2024: 1,134 (2022 grant), 2,067 (2023 grant), 1,525 (2024 grant); total 4,726 unvested units .
• RSU vesting cadence creates near‑term supply windows in May 2025–2027; 2024 vestings realized 18,766 shares valued at $2,201,163, indicating meaningful equity monetization potential when windows open .
• Ownership guidelines: NEOs must hold ≥3x base salary; as of April 2024 all NEOs met or exceeded the requirement except the CFO (Beasley), implying Anderson was in compliance .
• Hedging/pledging: Company policy prohibits hedging and pledging; no stock options outstanding (reduces leverage/volatility risk) .

Employment Terms

• No individual employment agreement; NEOs participate in the Amended and Restated 2012 Change in Control Plan (double‑trigger severance) .
• Change‑in‑control (CIC) terms for NEOs (other than CEO): upon termination without cause or for good reason within 24 months post‑CIC: cash severance equal to 1x base salary + 1x average AIP of prior 3 years; lump‑sum medical premium equal to 24 months of COBRA; prorated AIP and C‑LTIP through termination; RSUs vest if not assumed at CIC; if assumed, vest upon qualifying termination within 24 months; best‑net cutback (no excise tax gross‑up) .
• Restrictive covenants: 12‑month non‑solicit (customers/clients/employees) post‑termination under CIC plan; confidentiality obligations; executive medical coverage forfeited if working for a competitor before retirement eligibility thresholds .

Quantified Potential Payments for Anderson (as of 12/31/2024)

Compensation Structure Notes

• Mix shift toward performance: In 2024, LTIs weighted 60% performance C‑LTIP and 40% time‑based RSUs (prior year 50/50), and AIP reweighted to 60% Adjusted Operating Income and 40% Adjusted ROCE (harmonized caps at 250%)—increasing performance orientation and capital efficiency focus .
• Governance safeguards: Robust clawback (beyond Nasdaq), no single‑trigger CIC cash payments, no tax gross‑ups, no option repricing, independent compensation committee and consultant, and prohibitions on hedging/pledging .

Performance Context and Signals

• 2024 pay‑for‑performance: Company AIP paid 33.52% of target due to below‑threshold Adjusted Operating Income and mid‑range ROCE, aligning pay to macro headwinds and execution outcomes .
• Long‑term value creation: 2022–2024 C‑LTIP paid 172.4% (three‑year Adjusted ROCE 23.46% and Relative TSR at 31.6th percentile), reinforcing emphasis on sustained capital efficiency; Anderson’s realized LTI was $474,100 .
• Company fundamentals: 2024 revenue $4.2B; operating ratio improved to 94.2% amid soft freight markets—relevant to AIP outcomes and future ROCE targets .

Investment Implications

• Alignment: Anderson’s compensation is heavily performance‑based (AIP tied to Adjusted OI/ROCE; C‑LTIP tied to multi‑year ROCE and relative TSR), with meaningful unvested RSUs through 2027, supporting retention and shareholder alignment; hedging/pledging banned .
• Selling pressure watch: Unvested RSUs (4,726 units) vest ratably each May through 2027; combined with historical vesting realizations ($2.2M in 2024), monitor Form 4 activity around vesting windows and 10b5‑1 plans for liquidity signals .
• Downside protection/governance: No individual employment contract, double‑trigger CIC, best‑net cutback (no gross‑up), robust clawback, and strong say‑on‑pay support (97%) reduce governance risk and pay inflation concerns .
• Execution focus: Reweighting toward ROCE and higher performance LTI mix suggests continued prioritization of disciplined capital deployment; future payouts will be sensitive to industrial cycle and relative share performance versus an expanded TSR peer set starting 2025 .