Janice Stipp
ARCBEST CORP /DE/About Janice E. Stipp
Janice E. Stipp, age 65, has served as an independent director of ArcBest since October 2012 and currently chairs the Audit Committee; she is designated by the Board as an audit committee financial expert . Her education includes a B.A. in Accounting from Michigan State University and an MBA from Wayne State University; she is a Certified Public Accountant, a Chartered Global Management Accountant, and a member of the AICPA . Stipp’s career spans senior finance leadership across manufacturing, technology, and automotive sectors, including CFO roles at Rogers Corporation, Tecumseh Products, Acument Global Technologies, and GDX Automotive .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rogers Corporation | SVP, CFO & Treasurer | 2017–2018 | Accelerated organic/inorganic sales and margins |
| Rogers Corporation | VP, CFO, CAO & Treasurer | 2015–2017 | Oversaw acquisitions (DeWall, Diversified Silicone Products, Grinswold) |
| Tecumseh Products Company | EVP, CFO, Secretary & Treasurer | 2011–2015 | Public-company CFO experience |
| Revstone Industries | CFO | 2011 | Manufacturing finance leadership |
| Acument Global Technologies | CFO | 2007–2011 | Automotive sector finance |
| GDX Automotive | EVP & CFO | 2005–2007 | Automotive sector finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Diploma PLC (LSE: DPLM) | Director | 2024–Present | Current public board |
| Rotork (LSE: ROR) | Director | 2020–Present | Current public board |
| Sappi Limited (JSE: SAP) | Director | 2019–2022 | Former public board |
| Commercial Vehicle Group (NASDAQ: CVGI) | Director | 2019–2021 | Former public board |
| NN, Inc. (NASDAQ: NNBR) | Director | 2019 | Former public board |
| Ply Gem Holdings (NYSE: PGEM) | Director | 2014–2018 | Former public board |
ArcBest policy limits directors to no more than two other public company boards while serving on ArcBest’s board (unless approved); Stipp currently holds two, in line with policy .
Board Governance
- Committees: Audit Committee Chair; the Audit Committee also serves as the Qualified Legal Compliance Committee (QLCC), with Stipp as QLCC Chair .
- Audit Committee composition and meetings: Stipp (Chair), Spinner, Philip; 6 meetings in 2024 .
- Independence: Audit and other committees meet SEC/Nasdaq independence standards; Stipp is designated an audit committee financial expert .
- Attendance: The Board met 5 times in 2024; all directors attended all scheduled Board and applicable committee meetings and the 2024 Annual Meeting .
- Audit oversight: The Audit Committee reviewed internal controls, financial reporting, compliance (including related party transactions), and recommended inclusion of audited financials; it appointed Grant Thornton LLP as the 2025 independent auditor .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $110,000 | $120,000 |
| Standard Cash Retainers (for context) | Member $85,000; Audit Chair $20,000; Lead Independent $30,000 (2023 schedule) | Member $95,000; Audit Chair $25,000; Lead Independent $30,000 (2024 schedule) |
- 2024 cash structure is cumulative: “Member Retainer” plus chair fees; Stipp’s $120,000 aligns with Member ($95,000) + Audit Chair ($25,000) .
- No meeting fees are disclosed for directors; cash is via retainers .
Performance Compensation
| RSU Grant Detail | FY 2023 | FY 2024 |
|---|---|---|
| RSUs Granted (shares) | 1,400 (grant date: May 5, 2023) | 1,250 (grant date: May 7, 2024) |
| Target Equity Grant Value ($) | $125,000 | $145,000 (in 2024; increased to $160,000 for 2025) |
| Grant Date Closing Price ($/share) | $87.82 | $117.10 |
| Grant Date Fair Value ($/share) | $87.35 | $116.64 |
| Stock Awards Recorded ($) | $122,290 | $145,800 |
| Vesting | One-year cliff vesting | One-year cliff vesting |
| Accelerated Vesting Triggers | Death/disability/change in control; retirement after age 65 with ≥5 years service | Death/disability/change in control; retirement after age 65 with ≥5 years service |
| Performance Metrics | None; director RSUs are time-based (no performance conditions) |
- Equity grant process: Approved at second-quarter meeting; grant date set ~5 business days after quarterly earnings release unless otherwise approved .
- No dividends or dividend equivalents on unvested RSUs (except deferred vested RSUs under plan terms) .
Other Directorships & Interlocks
| Company | Relationship to ArcBest | Potential Interlock |
|---|---|---|
| Diploma PLC; Rotork | No related party transactions disclosed involving Stipp | None disclosed in proxy |
- Related Party Transactions: 2024 disclosure noted compensation for CFO’s brother at a subsidiary; no other commercial related party transactions required disclosure, and process for identifying/approving such transactions is overseen by the Audit Committee .
Expertise & Qualifications
- Finance and accounting: 36+ years’ experience; former public-company CFO; CPA; CGMA; AICPA member; Board-designated audit committee financial expert .
- M&A and integration: Oversaw acquisitions (DeWall, Diversified Silicone Products, Grinswold) contributing to >$800 million in sales at Rogers .
- Sector breadth: Manufacturing, technology, automotive; experience with publicly traded and private equity-backed companies .
Equity Ownership
| Ownership Detail | As of Feb 26, 2024 | As of Feb 24, 2025 |
|---|---|---|
| Beneficially Owned Shares | 16,310; <1% of outstanding | 17,710; <1% of outstanding |
| RSUs Outstanding (Unvested) | 1,400 unvested as of 12/31/2023 | 1,250 unvested as of 12/31/2024 |
| Vested but Deferred/Subject to Transfer Restrictions | 0 (Stipp) | 0 (Stipp) |
- Stock ownership policy for directors: Must own ≥5x total annual retainers; RSUs (including unvested/deferred) count; sales restricted until guideline met; as of the 2024 review, all directors met requirements except Mr. Abbate (joined 2023); Stipp meets the guideline .
- Anti-hedging/pledging: Directors prohibited from hedging, pledging, short sales, or monetization transactions; company has no outstanding stock options; policy filed with 2024 10-K .
Governance Assessment
- Strengths:
- Deep finance expertise and audit chair leadership with financial expert designation; strong oversight of internal controls, risk (including cybersecurity/ESG), and auditor independence .
- Full attendance and engagement; Board and committee participation were 100% in 2024 .
- Alignment: Meaningful equity-based director compensation; robust stock ownership guidelines; anti-hedging/pledging policy .
- Watchpoints:
- Time commitments: Two concurrent public-company directorships places her at ArcBest’s policy limit (no more than two other boards), warranting ongoing monitoring for workload and effectiveness; still within policy .
- Auditor transition oversight: Audit Committee appointed Grant Thornton for FY2025; continued scrutiny on audit quality and independence remains prudent .
- RED FLAGS:
- None disclosed regarding Stipp—no related party transactions, no hedging/pledging, no attendance concerns .