Erin Gattis

About Erin Gattis

Erin K. Gattis is ArcBest’s Chief Human Resources Officer, serving in the role since July 2016. She joined ArcBest in 1999, holds a B.S. in Economics and Finance from Arkansas Tech University, and maintains SPHR and SHRM‑SCP certifications. As of the 2025 proxy, she is age 50 and an executive officer (not one of the Named Executive Officers) . Over the most recent performance cycles disclosed, ArcBest delivered a 2022–2024 C‑LTIP payout of 172.4% (driven by 23.46% three‑year average Adjusted ROCE with Relative TSR at the 31.6th percentile) and reported 2024 revenue of $4.2B with a 5.6% YoY decline amid a soft freight market; the AIP paid at 33.52% of target for 2024 based on below‑threshold Adjusted Operating Income and ROCE outcomes .

Past Roles

External Roles

No public company directorships or external board roles are disclosed for Ms. Gattis in the latest proxy .

Fixed Compensation

The company discloses detailed compensation tables only for Named Executive Officers (NEOs). Ms. Gattis is an executive officer but not a 2024 NEO; therefore, her base salary and cash compensation are not itemized in the proxy .

Performance Compensation

ArcBest’s senior executive annual and long‑term incentive designs (which govern NEO pay and typically guide senior officer incentives) emphasize profitability and capital efficiency.

• Annual Incentive Plan (AIP) metrics and 2024 result: | Metric | Weight | Target Definition | 2024 Actual | Payout for Metric | Notes | |---|---:|---|---:|---:|---| | Adjusted Operating Income | 60% | Company‑defined AOI (with specified add‑backs/exclusions) | $208.9M | 0% (below threshold) | 0% below threshold; straight‑line interpolation above . | | Adjusted ROCE | 40% | Net income ÷ avg adjusted debt+equity (with specified adjustments) | 12.38% | 83.8% | AIP payout curve revised in 2024; weighted outcome below. | | Total AIP Payout | — | — | — | 33.52% of target | Weighted 60/40 AOI/ROCE . |

• Long‑Term Incentive (C‑LTIP) structure for 2024–2026: | Component | Weight | Threshold | Target | Maximum | Notes | |---|---:|---:|---:|---:|---| | Adjusted ROCE (3‑yr avg) | 60% | 9% → 50% payout | 14% → 100% | ≥19% → 250% | Emphasizes capital efficiency. | | Relative TSR (vs. peer group) | 40% | 25th pct → 25% | 50th pct → 100% | ≥75th pct → 250% | TSR vs. broader industry peers. |

• Most recent completed C‑LTIP (2022–2024) result: | Metric | Outcome | Plan Payout | |---|---|---:| | Relative TSR Percentile | 31.6th percentile | — | | 3‑yr Avg Adjusted ROCE | 23.46% (above max) | — | | Aggregate Payout | — | 172.4% of target |

Equity Ownership & Alignment

• Vehicle/vesting: RSUs vest pro‑rata over three years; no outstanding stock options; RSUs are the primary equity for executives .
• Hedging/pledging: Company policy prohibits hedging, pledging and monetization transactions in company stock for officers and directors, mitigating misalignment and forced selling risk .
• Ownership guidelines: Stock ownership policy requires the CEO to hold 5× salary and other NEOs 3× salary; the policy is disclosed for NEOs and directors (Ms. Gattis is not an NEO in 2024, and her individual ownership and compliance status are not disclosed) .
• Beneficial ownership: The proxy lists beneficial ownership for directors and NEOs; Ms. Gattis is not listed, and her individual holdings are not disclosed. All directors and executive officers as a group held 297,958 shares (1.28%) as of Feb 24, 2025 .

Employment Terms

• Employment agreements: The company states it has no employment agreements with its Named Executive Officers; the proxy does not disclose individual employment contracts for non‑NEO executive officers .
• Change‑in‑Control (CIC) plan: For participants (NEOs and certain senior officers), no single‑trigger cash payouts; equity accelerates at CIC only if awards are not assumed or, if assumed, upon termination without cause or for good reason within 24 months (double‑trigger). Cash severance equals 2× base + 2× average bonus for the CEO and 1× base + 1× average bonus for other NEOs; 24 months of COBRA premiums; “best‑net” 280G cutback applies; robust restrictive covenants and confidentiality apply .
• Clawback: Company maintains a clawback policy exceeding Nasdaq minimums .
• Anti‑hedging/pledging: Prohibited for officers and directors .
• Executive Medical (frozen/closed to new since 2017): Available to certain corporate officers and some NEOs; eligibility and values disclosed for NEOs only (not specific to Ms. Gattis) .

Compensation Structure Analysis

• Increased performance leverage: 2024 plan changes raised the weight on Adjusted Operating Income in the AIP and increased performance‑based C‑LTIP to 60% of LTI (with RSUs at 40%), reinforcing pay‑for‑performance and long‑term alignment .
• Outcome discipline: 2024 AIP paid 33.52% of target as AOI missed threshold and ROCE landed between threshold and target, demonstrating downside risk in cash incentives .
• Governance guardrails: No single‑trigger CIC cash, no option repricing without shareholder approval, no hedging/pledging, no tax gross‑ups on parachutes; ownership requirements for NEOs and directors; independent Compensation Committee with independent advisor (Meridian) .

Company Performance Context (during latest disclosures)

• Revenue and profitability: 2024 revenue of $4.2B (down 5.6% YoY) with operating ratio improvement to 94.2% on cost actions and contingent consideration changes in a soft pricing/volume environment .
• Pay‑versus‑performance signal: 2022–2024 C‑LTIP paid 172.4% of target, driven by very strong Adjusted ROCE notwithstanding a mid‑pack TSR outcome, aligning long‑term cash payouts with capital efficiency execution .
• Say‑on‑pay: 97% approval in 2024 indicates strong investor support for the pay program .

Compensation Peer Group (market benchmarking reference)

Equity Plan & Vesting Details (applicable to executives)

• RSUs: Three‑year ratable vesting; grants typically dated five business days after quarterly earnings release, aligning issuance with open windows .
• Options: Company reports no outstanding stock options; primary equity vehicle is RSUs .
• Trading windows and restrictions: Insider Trading Policy restricts trading to open windows and bans derivative monetization, reducing inadvertent selling pressure .

Related Party/Red Flags

• Related party transactions: 2024 disclosure notes CFO’s brother was employed by a subsidiary; no other related‑party transactions requiring disclosure were reported .
• Risk controls: Annual compensation risk assessment concluded programs are not reasonably likely to have a material adverse effect; reinforced by caps, multiple metrics, clawback, and ownership policies .
• No hedging/pledging; no option repricing without shareholder approval; no single‑trigger CIC cash; no excise‑tax gross‑ups (best‑net cutback) .

Expertise & Qualifications

• Education: B.S., Economics & Finance, Arkansas Tech University .
• Certifications: SPHR, SHRM‑SCP .
• Core credentials: 25+ years at ArcBest with deep domain expertise in executive compensation, retirement programs, HR strategy, and succession processes supporting growth, efficiency and innovation pillars .

Investment Implications

• Alignment: Company‑level guardrails (no hedging/pledging, meaningful performance weighting, double‑trigger CIC, clawback) indicate strong alignment and reduced governance risk around executive equity monetization and severance optics .
• Incentive quality: Heavy emphasis on Adjusted ROCE in both AIP and C‑LTIP anchors payouts to capital efficiency—supportive for value creation across cycles; 2024 AIP down‑payout shows disciplined calibration .
• Retention risk: While Ms. Gattis’s individual compensation is not disclosed, the executive cohort participates in robust long‑term incentives and RSU vesting schedules that promote retention; CIC protection for eligible senior officers is double‑trigger with moderate multiples (1× for non‑CEO NEOs), limiting excessive parachute risk while providing continuity .
• Performance execution: Recent C‑LTIP overachievement on ROCE (23.46%) but mid‑pack TSR underscores operational discipline yet external market and cycle sensitivity; HR leadership continuity is a positive underpinning for talent development and succession execution .

References:
(ArcBest 2025 DEF 14A)
(ArcBest 2024 DEF 14A)