Fredrik Eliasson
ARCBEST CORP /DE/About Fredrik J. Eliasson
Fredrik J. Eliasson (age 54) has served as an independent director of ArcBest (ARCB) since December 2019. He is a former EVP & CFO of Change Healthcare and previously held senior finance and commercial roles at CSX Corporation, bringing deep finance, capital markets, and logistics expertise; he holds B.A. and M.B.A. degrees in Finance from Virginia Commonwealth University . In 2025, the Board affirmed his independence under Nasdaq standards after a temporary issue related to a family relationship with the Company’s former auditor (EY) was resolved; he resigned from the Audit Committee promptly when the issue was identified .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Change Healthcare | EVP & Chief Financial Officer | 2018–2022 | Led IPO (2019) and $13B sale to Optum (2022) |
| CSX Corporation | EVP & Chief Sales & Marketing Officer | 2015–2017 | Drove revenue/earnings growth and value creation |
| CSX Corporation | EVP & Chief Financial Officer | 2012–2015 | Finance leadership at leading rail logistics company |
| CSX Corporation | VP Sales & Marketing (Chemicals & Fertilizer); VP Emerging Markets | 2011–2012; 2009–2011 | Commercial leadership in key verticals |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Gates Industrial Corporation (GTES) | Director | 2022–Present | Public |
| Envision Healthcare | Director | 2023–Present | Private |
| Copeland | Director | 2023–Present | Private |
Board Governance
- Independence: Independent under Nasdaq rules as of 2025; when the Company learned his brother‑in‑law was a partner at EY (former auditor), he promptly resigned from the Audit Committee; after EY’s dismissal and appointment of Grant Thornton for 2025, the Board reassessed and affirmed his independent status .
- Committee assignments (current): None (2025 proxy “Committees: None”) .
- Attendance: Board met 5 times in 2024; all directors attended all scheduled Board and applicable committee meetings (100% attendance). All directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors met in executive session four times in 2024; presided by the Lead Independent Director .
- Board engagement: In 2024, outreach to holders of ~63% of shares; meetings with investors representing ~37% of outstanding shares on strategy, governance, and compensation .
Fixed Compensation (Non‑Employee Director)
| Component | 2024 Amount (USD) |
|---|---|
| Annual Cash Retainer | $95,000 |
| Committee Chair/Member Fees | $0 (no current committee role) |
| Lead Independent/Chair Fees | $0 (not applicable) |
| Total Cash | $95,000 |
Notes:
- Standard 2024 retainers: Member $95,000; Committee Chairs: Audit $25,000, Compensation $20,000, Nominating/Corporate Governance $15,000; Lead Independent Director $30,000 .
- Anti‑hedging/pledging policy applies to directors .
Performance Compensation (Director Equity)
| Grant Type | Grant Date | RSUs Granted | Grant Date Basis / Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (Annual) | May 7, 2024 | 1,250 | Target value $145,000; shares determined at $117.10 close; FASB ASC 718 fair value $116.64 → $145,800 | Vests in 1 year; accelerated on death/disability/CIC; certain retirement acceleration terms . |
Additional context:
- Director equity target increased from $145,000 (2024) to $160,000 for 2025 to align with the 50th percentile of peers per Meridian review .
- No performance metrics apply to director equity; awards are time‑based RSUs to align interests and support ownership guidelines .
Other Directorships & Interlocks
| Company | Sector Relation to ARCB | Potential Interlock/Conflict Noted |
|---|---|---|
| Gates Industrial (GTES) | Industrial components (non‑customer disclosure in proxy) | None disclosed; Company reported no related‑party transactions requiring disclosure beyond items noted elsewhere . |
| Envision Healthcare (Private) | Healthcare services | None disclosed . |
| Copeland (Private) | Climate technologies | None disclosed . |
The Company disclosed immaterial ordinary‑course payments from Veritiv to ArcBest subsidiaries and a family employment relationship of the CFO (not Eliasson); no other related‑party transactions required disclosure .
Expertise & Qualifications
- Finance/Capital Markets; Audit; Risk Management; Technology; Transportation/Logistics; M&A; Senior Executive experience (per Board Skills Profile) .
- Track record: Led Change Healthcare IPO and sale (2019–2022); contributed to CSX transformation and value growth .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Feb 24, 2025) | 14,400 shares (includes eligible RSUs) . |
| Of which: RSUs counted in beneficial ownership | 1,300 RSUs vested but subject to transfer restrictions/deferred . |
| Unvested RSUs (12/31/2024) | 1,250 unvested RSUs . |
| Ownership as % of Outstanding | ~0.06% (14,400 / 23,168,031 shares outstanding) . |
| Director Stock Ownership Guideline | 5x total annual retainer; directors may not sell below guideline . |
| Compliance with Guideline | All directors met guideline in 2024 review except Mr. Abbate (joined 2023; on retention track) . |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy . |
Governance Assessment
Key findings
- Independence and conflict handling: The EY familial connection created a temporary independence issue; Eliasson promptly resigned from the Audit Committee, and after auditor dismissal and new auditor appointment, the Board reaffirmed his independence. This indicates timely mitigation and adherence to independence standards, though it remains a noteworthy red flag that was addressed .
- Board effectiveness: 100% attendance, active independent sessions, and investor engagement support effective oversight and stockholder alignment at the board level .
- Pay alignment and ownership: Director pay mix is equity‑tilted (2024: $95k cash vs. $145.8k equity for Eliasson), with strict stock ownership and anti‑hedging/pledging policies, reinforcing alignment with shareholders .
- Related‑party and other risks: Company disclosed no related‑party transactions involving Eliasson. Broader governance signals include a robust clawback policy (executive officers) and strong say‑on‑pay support (97% in 2024), which, while executive‑focused, reflect a shareholder‑friendly posture .
RED FLAGS (and mitigants)
- Independence event: Family tie to former auditor EY caused a temporary independence impairment; Eliasson resigned from Audit Committee and independence was later reaffirmed post‑auditor change (mitigated) .
- Shares pledged/hedged: Prohibited by policy; no pledging disclosed (policy mitigant) .
- Related‑party transactions: None involving Eliasson disclosed (no exposure identified) .
Overall implications
- Eliasson brings scarce crossover experience across healthcare transaction execution and freight/logistics operations and finance. The independence lapse was procedural and addressed quickly; current lack of committee assignment removes near‑term independence sensitivity while preserving his financial and strategic contributions at the full Board level .
- Alignment signals (equity weighting, ownership compliance, anti‑hedge/pledge) and full attendance support investor confidence in board stewardship .