Matthew Beasley
ARCBEST CORP /DE/About Matthew Beasley
ArcBest’s Chief Financial Officer since May 14, 2023; joined ArcBest in 2022 after senior finance roles at Enable Midstream Partners. Age 46; CFA charterholder; B.S. in Finance & MIS (University of Tulsa) and MBA (St. Edward’s University) . Operates against a backdrop of $4.2B 2024 revenue and $244.4M operating income, with diluted EPS of $7.28 and operating ratio improved to 94.2% . Long-term incentive outcomes tied to ROCE and relative TSR have paid 172.4% of target for the 2022–2024 cycle on 23.46% average Adjusted ROCE and 31.6th percentile TSR, reinforcing pay-for-performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ArcBest | Chief Financial Officer | 2023–Present | Leads finance after appointment effective May 14, 2023 . |
| ArcBest | Vice President & Treasurer | 2022–2023 | Renegotiated revolving credit facility; led long-term capital allocation planning; supported FleetNet America sale to Cox Automotive Mobility Solutions . |
| Enable Midstream Partners (and predecessors) | Senior-level finance roles | 2007–2021 | 15 years in treasury/IR/ERM/FP&A; executive-level finance leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external roles disclosed . |
Fixed Compensation
| Year | Base Salary Rate at 12/31 | Salary Paid (SCT) |
|---|---|---|
| 2024 | $463,500 | $463,500 |
| 2023 | $450,000 | $395,926 (partial year as CFO) |
Other cash/benefits (2024): 401(k) match $10,350 and discretionary defined contribution $10,350; total “All Other Compensation” $20,700 .
Performance Compensation
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Annual Incentive Plan (AIP)
- Target: 65% of base salary for CFO .
- Metrics/weights: 60% Adjusted Operating Income; 40% Adjusted ROCE .
- 2024 results: Adj. Operating Income $208.9M (below threshold → 0%); Adj. ROCE 12.38% (83.8% payout on that portion) → total payout 33.52% of target; Beasley paid $100,987 .
-
Cash Long-Term Incentive Plan (C-LTIP)
- 2024–2026 grant: Target $360,000; metrics/weights 60% three-year average Adjusted ROCE, 40% Relative TSR; payout curve 0–250% .
- 2022–2024 actual: TSR percentile 31.6; three-year average Adjusted ROCE 23.46% → 172.4% payout; Beasley received $150,850 on a $90,000 target .
-
Equity Awards (RSUs; time-vested)
- 2024 grant: 2,050 RSUs, three-year ratable vest on 5/7/2025, 5/7/2026, 5/7/2027 .
- 2023 grant: 2,267 RSUs, remaining vest on 5/5/2025 and 5/5/2026 .
- 2022 grant (unvested balance year-end): 367 RSUs; final vest on 5/6/2025 .
- No stock options outstanding; company has no outstanding option awards .
AIP/C-LTIP mechanics (definitions)
- Adjusted Operating Income and Adjusted ROCE definitions and allowed adjustments (e.g., acquisition, restructuring, unusual items) as disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 2,758 shares as of 2/24/2025 . |
| Ownership as % of outstanding | ~0.012% (2,758 / 23,168,031) using disclosed totals . |
| Unvested RSUs (12/31/2024) | 4,684 RSUs (367 from 2022; 2,267 from 2023; 2,050 from 2024) . |
| Vested but unsettled RSUs | None for Named Executive Officers in 2024; no outstanding vested but unsettled CFO RSUs reported . |
| Stock ownership guidelines | CEO 5x salary; other NEOs (incl. CFO) 3x salary; must retain shares until compliant . |
| Compliance status | As of April 2024 review, all NEOs met or exceeded requirements except Mr. Beasley (CFO in 2023) who must retain shares until compliant . |
| Hedging/pledging | Prohibited under Insider Trading Policy (includes options/derivatives, monetization, short sales, pledging) . |
| Clawback | Policy requires recoupment upon restatement (no-fault) and allows recovery for overpayment or misconduct; amended to align with Nasdaq/SEC . |
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | None; no NEO employment contracts . |
| Change-in-control (CIC) plan | Double-trigger cash severance and equity treatment; RSUs vest on termination within 24 months of CIC if awards assumed/continued; if not assumed, vest at CIC (performance awards per actual/target mechanics) . |
| CIC severance multiple | For CFO and other non-CEO NEOs: 1x base salary + 1x average annual cash incentive (3-year look-back) . |
| COBRA benefit | Lump sum equal to 24 months of COBRA premiums upon qualifying CIC termination . |
| Restrictive covenants | Non-solicitation of customers/clients/employees for 12 months following termination under CIC plan; confidentiality obligations; “Act of Misconduct” forfeiture under equity plan . |
| Executive medical (retiree) | Plan closed to new participants in 2017; CFO not eligible . |
| Perquisites/tax gross-ups | Modest tax gross-ups may occur for event-related items; CFO 2024 gross-ups $5,659 (not parachute gross-ups) . Company policy disallows parachute excise tax gross-ups and uses “best-net” cutback if applicable . |
Quantified “what-if” table (12/31/2024)
| Scenario | RSUs | AIP | C-LTIP | Cash Severance | Medical Premiums | Accrued Vacation | Total |
|---|---|---|---|---|---|---|---|
| Termination after CIC | $437,111 | $100,987 | $308,026 | $719,171 | $21,096 | $26,536 | $1,612,927 |
Performance & Track Record
- Company performance in 2024: Revenue $4.2B (down 5.6% YoY); operating ratio improved to 94.2%; operating income $244.4M; EPS $7.28 .
- Capital allocation/strategic finance: As Treasurer (pre-CFO), led renegotiation of revolving credit facility and long-term capital allocation planning; supported FleetNet sale to Cox .
- Pay-for-performance: 2024 AIP paid 33.52% of target reflecting below-threshold Adjusted Operating Income and mid-range ROCE; 2022–2024 C-LTIP paid 172.4% on strong ROCE despite mid-pack TSR .
Related Party Transactions (Risk Indicators)
- The Company disclosed that Brian Beasley, Mr. Beasley’s brother, served as Senior Innovation and Strategy Manager at a subsidiary, earning $162,295 in 2024; reviewed under the Company’s related-party policy .
Compensation Structure Details
- Year-over-year shifts (2024 changes): AIP weighting increased emphasis on Adjusted Operating Income (60%) vs ROCE (40%); C-LTIP weighting to 60% ROCE/40% TSR; LTI mix moved to 60% C-LTIP / 40% RSUs—raising at-risk, performance-linked pay .
- Options: None outstanding or granted; equity is RSUs with three-year ratable vesting .
Director and Say-on-Pay Context
- 2024 Say-on-Pay support: ~97% approval, no program changes in response .
Investment Implications
- Alignment: CFO incentives center on profitability and capital efficiency (Adjusted Operating Income, Adjusted ROCE) and relative shareholder returns (TSR), with 60% of LTI tied to multi-year performance—positive for value creation discipline .
- Retention/selling pressure: Three-year ratable RSU schedules (next vest dates in May 2025/2026/2027) could periodically create Form 4 selling windows; anti-hedging/pledging policy and ownership guidelines temper misalignment risk. CFO is not yet at the 3x salary ownership guideline and must retain shares until compliant, modestly elevating retention risk if equity value falls, but also increasing alignment as holdings grow .
- Change-in-control economics: Double-trigger design with 1x salary+bonus multiple (non-CEO) and COBRA cash is market-median and shareholder-friendly (no excise gross-up; best-net cutback), limiting entrenchment risk while facilitating continuity in strategic events .
- Governance watch items: Modest tax gross-ups on perqs (not parachute) and a disclosed sibling employment relationship are minor flags; robust clawback and no hedging/pledging mitigate risk .