Matthew Godfrey

About Matthew Godfrey

Matthew R. Godfrey is President of ABF Freight (ArcBest’s asset-based LTL business) and an executive officer of ArcBest. He assumed the role in August 2024 after serving as ABF’s Vice President of Engineering since 2021; he joined the company in 2004 and has held roles across operations and commercial leadership. He is 42 and holds a B.S. in Business Logistics from Penn State . Company performance context during his tenure as a senior leader: 2024 revenue was $4.2B with diluted EPS of $7.28, and the consolidated operating ratio improved to 94.2% (up 1.9 pts YoY); ABF segment revenue was $2.8B per day down 4.6% amid a soft market but with improved efficiency, and ArcBest’s five-year cumulative TSR index stood at 348.68 (base 100) . Management also cited ABF operating ratio improvement of 330 bps over five years as evidence of execution and efficiency initiatives under leadership including Godfrey’s ABF team .

Past Roles

External Roles

• None disclosed for Godfrey in company filings reviewed .

Fixed Compensation

• The company did not disclose Matthew Godfrey’s base salary or target annual bonus in the 2025 proxy or related 8‑K filings; only the structure for executive pay is outlined (see Performance Compensation below) .
• For reference, ArcBest’s executives are compensated with base salary plus an annual cash incentive and long-term incentives; the Compensation Committee targets market medians using a defined peer group and reviews annually .

Performance Compensation

ArcBest’s executive incentive programs emphasize profitability and capital efficiency. Although Godfrey’s specific targets are not disclosed, the program design and 2024 results are below.

• Annual Incentive Plan (AIP) metrics (company-wide executive design for 2024): 60% Adjusted Operating Income, 40% Adjusted ROCE; maximum payout 250% per metric .
• 2024 AIP results: Adjusted Operating Income was $208.9M (below threshold → 0% for that component); Adjusted ROCE was 12.38% (between threshold and target → 83.8% for that component); total AIP paid at 33.52% of target .

• Long-Term Cash Incentive (C‑LTIP) metrics for 2024–2026: 60% three-year average Adjusted ROCE; 40% Relative TSR vs. peers; maximum 250% per metric .
• Most recently completed cycle (2022–2024 C‑LTIP) paid at 172.4% of target based on Relative TSR percentile and three-year average Adjusted ROCE outcomes .

• Equity awards: Executives receive time-vested RSUs that vest ratably over three years; grant dates generally occur five business days after a quarterly earnings release; 2024 RSUs granted on May 7, 2024 vest in equal tranches on May 7, 2025/2026/2027 (NEO awards shown) . The company had no outstanding stock options and does not reprice options without shareholder approval .

Equity Ownership & Alignment

• Beneficial ownership: Godfrey’s individual beneficial ownership was not enumerated in the 2025 “Principal Stockholders and Management Ownership” named list; the table lists select executives and directors and the group total but does not break out Godfrey specifically .
• Stock ownership policy: NEOs must hold stock worth 5x base salary (CEO) and 3x (other NEOs); executives cannot sell shares until compliant; RSUs (vested/unvested) count toward the requirement .
• Anti-hedging/pledging: Company policy prohibits officers and directors from hedging or pledging company stock; derivatives and monetization transactions are prohibited .
• Option exposure: The company has no outstanding stock option awards, limiting option-exercise driven selling pressure .

Employment Terms

• Employment agreements: ArcBest reports no individual employment agreements with its Named Executive Officers; compensation and terms are governed by plan documents and policies .
• Change-in-control: The Amended and Restated 2012 Change in Control Plan covers certain senior officers. Upon a qualifying termination within 24 months after a change in control (double trigger), executives receive: full vesting of RSUs; prorated AIP and C‑LTIP; a lump-sum cash severance equal to 2x salary+average bonus for the CEO and 1x for other participants; and a lump-sum COBRA premium equivalent for 24 months. Payments are subject to “best-net” 280G cutback; there are no excise tax gross-ups and no single-trigger cash payments .
• Clawback policy: Effective Oct 2, 2023, the company adopted a clawback compliant with Nasdaq/SEC rules requiring recoupment of erroneously awarded incentive compensation after a restatement, and allowing recovery for overpayments or executive misconduct as defined (fraud, dishonesty, theft, code violations, etc.) .
• Restrictive covenants: Plan documents permit forfeiture/suspension of awards for “Act of Misconduct” (e.g., solicitation, disclosure, competition) and include non-solicit and confidentiality obligations tied to benefits; Executive Medical benefits are forfeited if an officer joins a competitor .

Performance & Track Record

• ABF operations: Management highlighted ABF operating ratio improvement of ~330 bps over five years driven by network optimization, technology adoption and productivity initiatives; Godfrey, as ABF President and previously VP of Engineering, has been closely involved in these programs .
• 2024 incentive alignment: Company-wide AIP paid 33.52% of target due to below-threshold Adjusted Operating Income and mid-range Adjusted ROCE, demonstrating downside pay-for-performance; long-term (2022–2024) C‑LTIP paid 172.4% of target on strong three-year ROCE, rewarding long-term value creation .

Investment Implications

• Alignment and incentives: Godfrey’s incentives are governed by the same AIP/C‑LTIP framework emphasizing Adjusted Operating Income, Adjusted ROCE and Relative TSR, which should align decisions to profitability and capital efficiency. The low 2024 AIP payout (33.52%) reduces near-term cash comp leverage, while the strong 2022–2024 LTIP payout (172.4%) supports retention and long-term focus .
• Selling pressure and retention risk: Three-year RSU vesting cadence and no options reduce forced selling triggers; anti-hedging/pledging policy and stock ownership requirements for senior leadership (as applied to NEOs) reinforce alignment. The double-trigger CIC plan (no single-trigger or gross-ups) protects continuity without being overly shareholder-unfriendly .
• Execution track record: ABF’s multi-year OR improvement and management’s optimization roadmap (route, dock, linehaul, technology) suggest continued efficiency gains under Godfrey’s leadership, with company-level five-year TSR and improved OR providing external validation, albeit against cyclical headwinds in 2024 .
• Governance signals: Robust clawback, prohibition on hedging/pledging, and strong 2024 say-on-pay support (~97%) indicate sound compensation governance—lower governance risk around pay .

Disclosures: Specific base salary, target bonus, individual equity grants, ownership, pledging status, and severance terms for Matthew Godfrey were not individually disclosed in the filings reviewed. Program features and company-wide results are presented for context. All data and statements are sourced from ArcBest’s 2025 DEF 14A and related 8‑K/press materials as cited.