Judy McReynolds
ARCBEST CORP /DE/About Judy McReynolds
Judy R. McReynolds is Chairman (since 2016) and Chief Executive Officer (since 2010) of ArcBest, with prior roles including President, CFO, Controller, and Director of Corporate Accounting; earlier career includes P.A.M. Transportation (financial reporting/tax) and Ernst & Young (senior manager) . She holds a B.B.A. in Accounting (University of Oklahoma) and is a CPA; recognitions include Forbes 50 Over 50 and Arkansas Business Hall of Fame . Under her leadership, 2024 revenue was $4.2B and diluted EPS $7.28, with operating income from continuing operations of $244.4M . Over the last five years to 12/31/2024, cumulative TSR reached 348.68 versus 226.81 for the peer group, and 2024 net income was $173.96M .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ArcBest | Chairman | 2016–Present | Oversaw diversification and M&A (MoLo acquisition; FleetNet divestiture), scaling integrated logistics platform . |
| ArcBest | Chief Executive Officer | 2010–Present | Drove transition to multibillion-dollar integrated logistics; technology investment and efficiency initiatives . |
| ArcBest | President | 2010–2024 | Led operating execution and strategic growth . |
| ArcBest | SVP, CFO, PAO & Treasurer | 2006–2010 | Finance leadership including capital allocation and reporting . |
| ArcBest | VP & Controller; Controller; Director Corporate Accounting | 1997–2006 | Built finance infrastructure and controls . |
| P.A.M. Transportation Services | Director, Financial Reporting & Taxation | 1995–1997 | Public company reporting and tax . |
| Ernst & Young | Senior Manager | 1990–1995 | Audit/assurance leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| OGE Energy Corp. (NYSE: OGE) | Director | 2011–Present | Public company directorship . |
| First Bank Corp; First National Bank of Fort Smith | Director | 2011–Present | Private financial institutions . |
| American Trucking Associations | Director | 2010–2022; 2024–Present | Industry leadership . |
| American Transportation Research Institute | Director | 2010–2022 | Industry research . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 848,720 | 900,000 | 927,000 |
| Stock Awards ($) | 1,230,566 | 1,227,732 | 989,748 |
| Non-Equity Incentive Plan Compensation ($) | 4,271,800 | 4,111,225 | 2,496,803 |
| All Other Compensation ($) | 63,680 | 66,687 | 72,115 |
| Total ($) | 6,430,893 | 6,315,108 | 4,495,698 |
Performance Compensation
- Annual Incentive Plan (AIP) design:
- 2023: 50% Adjusted Operating Income; 50% Adjusted ROCE .
- 2024: 60% Adjusted Operating Income; 40% Adjusted ROCE; each capped at 250% .
- AIP results:
- 2023 payout 162.75% of target; Judy’s payout $1,611,225 .
- 2024 payout 33.52% of target; Judy’s payout $341,803 .
- Long-Term Incentive (LTI) design changes in 2024:
- Weighting: 60% three-year cash LTI (C-LTIP), 40% time-vested RSUs (from 50/50) .
- C-LTIP metrics: 60% three-year avg Adjusted ROCE, 40% Relative TSR; each capped at 250% (was 50/50 in 2023; 300%/200% caps) .
| Component (Judy) | 2023 Plan | 2024 Plan |
|---|---|---|
| AIP Target (% of salary) | 110% | 110% |
| AIP Payout | $1,611,225 (162.75% of target) | $341,803 (33.52% of target) |
| C-LTIP Target Value | $1,250,000 for 2023–2025 | $1,500,000 for 2024–2026 |
| C-LTIP Payout (most recent performance cycle) | $2,500,000 (2021–2023 at 250%) | $2,155,000 (2022–2024 at 172.4%) |
| RSU Grant Value | $1,250,000 (14,200 units) on 5/5/2023 | $1,000,000 (8,550 units) on 5/7/2024 |
Detailed AIP 2024 result breakdown:
- Adjusted Operating Income actual: $208.9M (below threshold → 0% payout on 60% weight) .
- Adjusted ROCE actual: 12.38% (between threshold and target → 83.8% payout on 40% weight) .
- Weighted total payout: 33.52% of target .
Vesting mechanics:
- RSUs vest ratably over three years from grant date; 2024 award vests on 5/7/2025, 5/7/2026, 5/7/2027; 2023 award vests on 5/5/2024–2026; 2022 award final vest on 5/6/2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 63,076 shares; less than 1% of outstanding; shares held by McReynolds 2005 Joint Trust . |
| Shares outstanding (reference) | 23,168,031 as of record date (for % context) . |
| Unvested RSUs outstanding (12/31/2024) | 5,234 (2022 grant); 9,467 (2023 grant); 8,550 (2024 grant) . |
| Ownership guidelines | CEO: 5x base salary; all NEOs met as of April 2024 except CFO Beasley (new) . |
| Hedging/pledging | Prohibited for officers and directors; no stock options outstanding company-wide . |
| Deferred compensation activity (2024) | $562,581 aggregate distributions for vested RSUs settled (2020/2021 awards) . |
RSU vesting schedule (current outstanding):
- 2022 award: final one-third on 5/6/2025 .
- 2023 award: tranches on 5/5/2025 and 5/5/2026 .
- 2024 award: tranches on 5/7/2025, 5/7/2026, 5/7/2027 .
Employment Terms
- Contract: No individual employment agreement; arc-wide policies apply .
- Clawback: Policy compliant with Nasdaq/SEC; recoupment for restatements regardless of fault; also recoupment for overpayment or misconduct (defined) .
- Anti-hedging/pledging: Prohibited; window/10b5-1 practices for repurchases .
- Change-in-control (CIC) plan: Double-trigger; CEO receives 2x base salary plus 2x average prior 3-year annual cash incentive; full equity vesting if awards not assumed; pro rata AIP/C-LTIP; lump-sum 24 months COBRA premiums; best-net 280G cutback (no excise tax gross-up) .
- Non-compete/solicit and confidentiality: Restrictions across plans; non-solicit 12 months post-termination under CIC plan; Executive Medical forfeiture if joining competitor .
Illustrative estimated benefits for Judy as of 12/31/2024:
- CIC termination total $11,004,136: includes RSUs $2,169,783; Cash severance $4,570,552; Medical premiums $37,344; C-LTIP $3,353,624; AIP $341,803; DSA acceleration $442,576; accrued vacation $88,454; executive medical $423,805 .
Board Governance
- Role/Independence: Combined Chairman & CEO; not independent; Board determined combined role is optimal with strong Lead Independent Director (Steven L. Spinner) balancing; independent directors meet in executive sessions .
- Lead Independent Director powers: Calls/chairs independent sessions, agenda approval, stockholder availability, CEO/Board evaluations .
- Committees: Audit; Compensation; Nominating/Corporate Governance; Qualified Legal Compliance – all independent directors; Judy serves on none .
- Attendance: 2024 – all directors participated in all scheduled Board and applicable committee meetings; annual meeting attendance policy in place .
- Director compensation (Judy): Receives no director fees/equity as an employee director; CEO compensation shown separately .
Director Compensation (Board Program Context)
| Element | 2024 Amount |
|---|---|
| Cash annual retainer (member) | $95,000 . |
| Additional retainers | LID $30,000; Audit Chair $25,000; Compensation Chair $20,000; Nominating Chair $15,000 . |
| Equity retainer | Target $145,000 in RSUs (one-year vest) . |
| 2025 change | Target equity increased to $160,000 . |
Note: Judy receives no director compensation as an employee director; non-employee director data shown for context .
Compensation Structure Analysis
- Mix and risk: High at-risk pay maintained; 2024 increased emphasis on multi-year performance by lifting C-LTIP weight to 60% and aligning caps at 250% per metric .
- Metric rigor: 2024 AIP paid 33.52% amid below-threshold Adjusted Operating Income, suggesting downside sensitivity; 2022–2024 C-LTIP paid 172.4% driven by superior three-year Adjusted ROCE (23.46%) and mid-percentile TSR (31.6th) .
- Governance signals: Robust clawback; no CIC tax gross-ups; no single-trigger CIC; no options or repricing .
- Stockholder alignment: Strong say-on-pay approvals (2023: 88%; 2024: ~97%) following active investor engagement and governance enhancements (majority voting; proxy access; bylaw changes) .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue from continuing ops ($B) | 4.4 | 4.2 |
| Operating income from continuing ops ($M) | 172.6 | 244.4 |
| Diluted EPS from continuing ops ($) | 5.77 | 7.28 |
| 5-year cumulative TSR (to 12/31/24) | — | 348.68 |
| Peer group cumulative TSR (to 12/31/24) | — | 226.81 |
| Net income ($M) | — | 173.96 |
Selected strategic milestones: MoLo acquisition ($235M) accelerated full-truckload scale and $5B revenue in 2022; FleetNet sale (~$100M) optimized portfolio; continued innovation (ArcBest View; Vaux Smart Autonomy) .
Equity Grants & Vesting Detail (Judy)
| Grant | Grant Date | Shares | Grant-Date Value ($) | Vesting |
|---|---|---|---|---|
| RSU (2024 annual) | 5/7/2024 | 8,550 | 1,000,000 | 1/3 on 5/7/2025; 1/3 on 5/7/2026; 1/3 on 5/7/2027 . |
| RSU (2023 annual) | 5/5/2023 | 14,200 | 1,227,732 | 1/3 annually beginning 5/5/2024 . |
| C-LTIP target | 2/21/2024 | — | 1,500,000 | 2024–2026 performance; 60% ROCE (3-yr avg), 40% Relative TSR . |
Outstanding unvested RSUs at 12/31/2024: 5,234 (2022 grant); 9,467 (2023 grant); 8,550 (2024 grant) .
2024 RSU vest/realization activity (all NEOs): Value realized on vesting for Judy in 2024 was $1,768,969 (14,758 shares vested across awards) .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support: 2023 – ~88% approval; 2024 – ~97% approval .
- Governance actions responsive to outreach: Adopted majority voting in uncontested director elections; removed certain bylaw provisions; adopted proxy access bylaw (3%/3 years; up to 20 holders; nominees capped at greater of 2 or 25% of Board) .
Compensation Peer Group (Benchmarking)
- 2024 market comp peer group includes CVLG, FWRD, HUBG, JBHT, KNX, LSTR, ODFL, RXO, SAIA, SNDR, TFII, WERN, XPO; target compensation ~50th percentile .
- 2025 C-LTIP relative TSR peer group expanded to include additional large transport names (e.g., UPS, FDX, UNP) to mitigate volatility .
Related Party / Risk Indicators
- Related party: CFO’s brother employed (no other required transactions disclosed) .
- Policies: Anti-hedging/pledging; robust clawback; annual compensation risk assessment (not reasonably likely to have material adverse effect) .
- Perquisites and gross-ups: Limited aircraft use and spousal travel; tax gross-ups for certain perqs (not golden parachute gross-ups) .
Investment Implications
- Alignment and downside sensitivity: 2024 AIP paid 33.5% amid tough freight backdrop, demonstrating formulaic restraint; 60% of LTI tied to three-year ROCE supports capital efficiency discipline—a potential positive for long-run ROIC/FCF quality .
- Retention and selling pressure: No options; RSUs vest on defined anniversaries; hedging/pledging prohibited; CEO meets 5x salary ownership guideline—collectively reduces forced selling risk beyond tax-withholding on vests .
- CIC construct: Double-trigger with 2x cash severance and full equity vesting if unassumed balances protection with shareholder safeguards (no excise tax gross-up; best-net cutback), limiting governance overhang .
- Governance robustness: Strong say-on-pay outcomes, majority voting, proxy access, and independent committee structures support confidence in oversight; combined Chair/CEO mitigated via assertive Lead Independent Director role .