Eduardo Conrado
ARCBEST CORP /DE/About Eduardo F. Conrado
Eduardo F. Conrado, age 58, has served on ArcBest’s Board since November 2016. He is an independent director and currently President at Ascension; prior roles include senior leadership at Motorola Solutions spanning strategy, innovation, marketing, and IT. He holds a B.S. in Industrial Engineering (Texas Tech), an MBA (ESADE), and an M.I.M. (Thunderbird). At ArcBest, he chairs the Nominating/Corporate Governance Committee and serves on the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ascension | President | 2023–Present | Led portfolio alignment and strategic initiatives to better serve patients |
| Ascension | EVP, Chief Strategy & Innovation Officer | 2019–2023 | Oversaw enterprise strategy and innovation programs |
| Ascension | EVP, Chief Digital Officer | 2018–2019 | Led digital transformation efforts |
| Motorola Solutions | EVP, Chief Innovation Officer & Chief Strategy Officer | 2015–2018 | Drove growth strategy and cross-company innovation |
| Motorola Solutions | SVP roles (Innovation; Marketing & IT; CMO across multiple businesses) | 2009–2015 | Led marketing/IT; product/service/software strategy and innovation |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Southwest Airlines (NYSE: LUV) | Director | 2023–Present | Current public company directorship |
Board Governance
- Committee assignments: Chair, Nominating/Corporate Governance; Member, Compensation .
- Independence: Board determined all directors except the CEO (McReynolds) are independent under Nasdaq standards; independent directors held four executive sessions in 2024 led by the Lead Independent Director .
- Attendance: Board met five times in 2024, and all directors attended all scheduled Board and applicable committee meetings during their service. Nominating/Corporate Governance met 5 times; Compensation met 5 times; Audit met 6 times .
- Shareholder responsiveness: Board adopted proxy access in Feb 2025 (3% ownership for 3 years; up to 20 holders; max nominees greater of two or 25% of Board) following engagement with holders of 37% of shares in 2024 .
| Committee | Role | 2024 Meetings | Key Oversight |
|---|---|---|---|
| Nominating/Corporate Governance | Chair | 5 | Board composition/refresh; director independence; CEO succession; ESG oversight; director compensation; stock ownership guideline monitoring |
| Compensation | Member | 5 | Executive pay design/peer group; incentive metrics; stock ownership/clawback; risk assessment |
Fixed Compensation
| Component | Amount | Basis/Notes |
|---|---|---|
| 2024 Director Cash – Member Retainer | $95,000 | Standard annual cash retainer for non‑employee directors |
| 2024 Director Cash – Nominating/Corporate Governance Chair Retainer | $15,000 | Additional cash retainer for committee chair |
| 2024 Fees Earned in Cash – Conrado | $110,000 | Member + Chair retainers |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant Date Price | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|---|
| RSUs (annual) | May 7, 2024 | 1,250 | $117.10 | $145,800 | 100% after 1 year | RSU value computed under ASC 718 ($116.64 per share); accelerated vesting on death/disability/change-in-control; may defer settlement; no dividend equivalents except on deferred RSUs |
- Director stock ownership guidelines: 5x total annual retainers; directors cannot sell shares until compliant. As of 2024 review, all met requirements except a 2023 joiner (Abbate); Conrado is compliant .
- 2025 change: Target director equity grant increased to $160,000 to align with peer 50th percentile .
No performance metrics are attached to director equity; RSUs are time-vested and intended to align director interests with shareholders .
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict | Disclosure |
|---|---|---|
| Southwest Airlines (LUV) | None disclosed | No related-party transactions or compensation committee interlocks involving Conrado reported; Compensation Committee disclosed no interlocks/insider participation conflicts in 2024 . |
Expertise & Qualifications
- Strategy and M&A: 30+ years in healthcare/technology strategy; oversight of acquisitions at Motorola and Ascension .
- Technology/Digital: Led innovation and digital transformation at Motorola and Ascension .
- Education: B.S. Industrial Engineering (Texas Tech); MBA (ESADE); M.I.M. (Thunderbird) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | RSUs Vested but Deferred/Restricted | RSUs Unvested | Total RSUs Outstanding | Shares Outstanding Reference |
|---|---|---|---|---|---|---|
| Eduardo F. Conrado | 24,500 | <1% | 20,900 | 1,250 | 22,150 | 23,168,031 shares outstanding as of Feb 24, 2025 |
- Anti-hedging/pledging: Company prohibits hedging and pledging by directors; no exceptions disclosed .
- Section 16 compliance: Company believes all reporting complied in 2024; no delinquencies disclosed .
Governance Assessment
- Board effectiveness: As Nom/Gov Chair and Compensation member, Conrado occupies oversight roles central to board composition, CEO succession, ESG strategy, and pay-for-performance design, indicating strong governance involvement and expertise alignment with ArcBest’s needs .
- Independence & attendance: Independent under Nasdaq rules; participated in all Board/committee meetings; frequent independent executive sessions reinforce robust oversight .
- Ownership alignment: Meets 5x retainer stock ownership guideline; substantial holding of deferred RSUs supports long-term alignment; no hedging/pledging permitted .
- Shareholder confidence signals: Board adoption of proxy access and high 2024 say‑on‑pay support (~97%) reflect responsiveness and credible compensation governance .
- Conflicts/related-party: No related-party transactions or interlocks involving Conrado disclosed; company maintains indemnification and a robust clawback policy; Compensation Committee uses independent consultants (Meridian) .
RED FLAGS
- None disclosed related to Conrado. No pledging/hedging, no attendance issues, no related-party transactions, and no committee interlocks tied to his role .