Kathleen McElligott
ARCBEST CORP /DE/About Kathleen D. McElligott
Independent director since July 2015; age 69. Former EVP, Chief Information Officer and Chief Technology Officer at McKesson (2015–2020), with prior senior roles at Emerson Electric and GE Aerospace. Education: B.A. in Computer Science (Kent State University) and MBA (Xavier University). Serves as Chair of the Compensation Committee and member of the Nominating/Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKesson Corporation | EVP, CIO & CTO | 2015–2020 | Oversaw enterprise technology, supply chain and commercialization services in North America and Europe . |
| Emerson Electric Company | VP & CIO; VP Industrial Automation; VP Power Transmission | 2000–2015 | Led global IT strategy, governance and information security; operations across hardware, software, services, and data center/telecom infrastructure . |
| GE Aerospace (formerly GE Aircraft Engines) | CIO, Supply Chain | 1997–2000 | Technology, operations and supply chain systems leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Forescout Technologies (NASDAQ: FSCT) | Director | 2019–2020 | Served during ~$1.9B sale to Advent at ~30% premium, positioning company for continued cybersecurity innovation . |
Board Governance
- Committees: Compensation (Chair); Nominating/Corporate Governance (member) .
- Independence: Board determined all directors except the CEO (McReynolds) are independent; independent directors met in executive session four times in 2024 (Spinner as Lead Independent Director) .
- Meeting cadence and attendance: Board met five times in 2024; Compensation Committee met five; Nominating/Corporate Governance met five; all directors attended all scheduled Board and applicable committee meetings (implies 100% attendance for scheduled meetings) .
- Stockholder engagement and governance responsiveness: Engagement with investors representing 37% of shares outstanding; adoption of proxy access bylaw in Feb 2025 (3% ownership for ≥3 years; up to 20 holders; nominees capped at greater of two or 25% of Board) .
- Policies supporting investor confidence: Robust clawback policy; prohibition on hedging/pledging; no stock options outstanding; strong Code of Conduct and Corporate Governance Guidelines .
- Director service limits and retirement policy: Mandatory retirement age 75; directors may serve on no more than two other public company boards absent Board approval .
Fixed Compensation
| Year | Component | Amount ($) | Notes |
|---|---|---|---|
| 2024 | Cash fees | 115,000 | Member retainer $95,000 + Compensation Chair retainer $20,000 . |
| 2024 | Stock awards (RSUs, grant-date fair value) | 145,800 | 1,250 RSUs granted on May 7, 2024; target equity value $145,000; grant valued using $116.64/$117.10 per share methodology per plan footnotes . |
| 2024 | Total | 260,800 | Sum of cash and stock; no “all other compensation” . |
| 2025 | Director equity target | 160,000 | Target equity grant value increased to align at ~50th percentile vs peers . |
Additional compensation mechanics for directors:
- Annual cash retainers (cumulative): Member $95,000; Lead Independent Director $30,000; Audit Chair $25,000; Compensation Chair $20,000; Nominating/Corporate Governance Chair $15,000 .
- RSU vesting: One-year vest; accelerated upon death, disability, change in control, or retirement after age 65 with ≥5 years of Board service .
Performance Compensation
As Compensation Committee Chair, McElligott oversees executive pay-for-performance programs. ArcBest’s incentive design emphasizes Adjusted Operating Income and Adjusted ROCE for annual incentives, and Adjusted ROCE and Relative TSR for long-term incentives.
| Program | Metric | Weight | 2024 Outcome / Goal Design |
|---|---|---|---|
| Annual Incentive (AIP) | Adjusted Operating Income | 60% | 2024 actual $208.9M, below threshold → 0% for this component . |
| Annual Incentive (AIP) | Adjusted ROCE | 40% | 2024 actual 12.38%, between threshold and target → 83.8% for this component . |
| Annual Incentive (AIP) | Total payout | — | Weighted result 33.52% of target . |
| C-LTIP 2024–2026 | Adjusted ROCE (3-yr avg) | 60% | Threshold 9% → 50%; Target 14% → 100%; Max ≥19% → 250% (straight-line between points) . |
| C-LTIP 2024–2026 | Relative TSR vs peer group | 40% | Threshold 25th percentile → 25%; Target 50th percentile → 100%; Max ≥75th percentile → 250% (straight-line between points) . |
| C-LTIP 2022–2024 (actual) | Aggregate payout | — | Relative TSR 31.6th percentile; 3-yr avg Adjusted ROCE 23.46% → 172.4% payout . |
Program safeguards include payout caps, multi-metric design, prohibition on hedging/pledging, and robust clawbacks .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks |
|---|---|---|---|
| Forescout Technologies | Director (2019–2020) | Not disclosed | Cybersecurity; no ArcBest-related transactions disclosed; served during sale to Advent (~$1.9B; ~30% premium) . |
The proxy’s related-party section disclosed no transactions requiring reporting for directors other than those explicitly noted for others; none were identified for McElligott .
Expertise & Qualifications
- Technology and cybersecurity expertise; logistics and supply chain exposure through McKesson, Emerson, GE Aerospace .
- Executive compensation governance experience; serves as Compensation Committee Chair .
- Board Skills Profile shows relevant strengths across technology, risk management, audit literacy, and executive compensation .
- Education: B.A. Computer Science (Kent State); MBA (Xavier) .
Equity Ownership
| Item | Detail |
|---|---|
| RSUs outstanding (12/31/2024) | 1,600 vested but subject to transfer restrictions; 1,250 unvested; total 2,850 . |
| Stock ownership policy | Directors must hold shares equal to 5× total annual retainers; RSUs (vested/unvested and deferred) count; sales restricted until guideline met . |
| Compliance status | All directors met ownership requirements as of 2024 review except Mr. Abbate; implies McElligott meets guideline . |
| Hedging/pledging | Prohibited for directors and officers per Insider Trading Policy . |
| Options | Company has no outstanding stock option awards . |
Governance Assessment
- Board effectiveness: McElligott chairs a disciplined, performance-oriented Compensation Committee that ties incentives to Adjusted Operating Income and ROCE annually, and to ROCE and Relative TSR over three years; 2024 AIP paid 33.52% of target amid operating income shortfall, evidencing downside sensitivity and rigor .
- Investor alignment: Strong ownership policy (5× retainer), RSU grants with modest one-year vesting for directors, and prohibition on hedging/pledging support alignment; McElligott meets ownership requirements .
- Independence and engagement: Independent director; the Board conducted robust investor engagement (37% of shares met), implemented proxy access in Feb 2025, and held executive sessions of independent directors (four in 2024) .
- Attendance and oversight: Board and committee attendance were perfect for scheduled meetings; Board met five times; Compensation Committee met five times; Nominating/Corporate Governance met five times, supporting strong governance cadence .
- RED FLAGS: None identified—no related-party transactions involving McElligott disclosed, hedging/pledging prohibited, and robust clawback in place; say‑on‑pay support ~97% in 2024 indicates investor confidence in compensation oversight .
- Tenure/refreshment: Mandatory retirement age 75 provides horizon; Nominating/Corporate Governance is actively assessing Board size/composition and using a third‑party search firm, indicating ongoing refreshment .