Michael Hogan
ARCBEST CORP /DE/About Michael P. Hogan
Independent director of ArcBest (ARCB) since October 2016; age 65. Current role: Chief Development & Strategy Officer at Earned Wealth; prior senior roles at Blucora (President, Tax‑Smart Innovation), GameStop (EVP; earlier SVP/CMO), Dean Foods (SVP/CMO), and Frito‑Lay (VP, International Marketing). Education: B.S. in Economics (Northern Illinois University) and MBA in Finance & Marketing (Northwestern University). Committee service: Compensation and Nominating/Corporate Governance; independence affirmed by the board’s Nominating/Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blucora | President, Tax‑Smart Innovation | 2018–2020 | Created “Tax‑Smart Investing” business unit delivering $300M+ in client tax savings . |
| GameStop Corporation | EVP, Strategic Business & Brand Development; earlier SVP/CMO | 2008–2018 | Oversaw diversification and ~40 acquisitions building $1B+ businesses in Retail Technology, Digital Gaming, Licensed Products . |
| Dean Foods Company | SVP & Chief Marketing Officer | 1998–2001 | Senior leadership in branded CPG . |
| Frito‑Lay | Vice President (International Marketing) | 1985–1998 | Global marketing leadership . |
| Strategic Frameworking | Principal | 2002–2007 | Strategy advisory . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Earned Wealth (formerly Forme Financial) | Chief Development & Strategy Officer | 2022–Present | Founding team; roles include Chief Strategy Officer, Chief Growth Officer, Head of Corporate Development . |
| Other public company boards | None disclosed | — | No other public directorships listed for Hogan in ARCB’s proxy . |
Board Governance
- Committee memberships: Compensation (member) and Nominating/Corporate Governance (member) .
- Committee chairs and meetings (2024):
- Compensation: Chair – Kathleen D. McElligott; 5 meetings; responsibilities include executive pay approval, performance goals, peer group review, contracts/severance, stock ownership guideline monitoring, and oversight of anti‑hedging/pledging and clawback policies .
- Nominating/Corporate Governance: Chair – Eduardo F. Conrado; 5 meetings; responsibilities include director nominations, board structure/compensation, independence reviews, CEO succession, governance guidelines, stock ownership compliance, ESG oversight, and annual board/CEO evaluations .
- Independence: Hogan is designated INDEPENDENT; all Compensation Committee members meet Nasdaq independence standards .
- Attendance: The Board met five times in 2024; all directors participated in all scheduled Board and applicable committee meetings and attended the 2024 annual meeting of stockholders .
- Lead Independent Director: Steven L. Spinner (2024) .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Annual cash retainer (member) | $95,000 | Standard 2024 member retainer (paid monthly) . |
| Additional chair/lead retainers | $0 | Hogan held no chair roles; chair retainers are Audit $25,000; Compensation $20,000; Nominating $15,000; Lead Independent $30,000 (for context) . |
| Total cash paid (2024) | $95,000 | As reported in 2024 Director Compensation Table . |
Performance Compensation
| Equity Award Detail | Value/Amount | Grant/Terms |
|---|---|---|
| RSU grant value (target) | $145,000 | 2024 target equity grant value for non‑employee directors . |
| RSUs granted | 1,250 shares | Granted May 7, 2024; computed using grant‑date closing price $117.10 per share, rounded to nearest 25 . |
| Aggregate grant‑date fair value | $145,800 | Computed using $116.64 grant‑date fair value per share (ASC 718) . |
| Vesting schedule | 1 year from grant | RSUs vest one year from grant date . |
| Accelerated vesting | Death/disability; change‑in‑control; retirement after age 65 with ≥5 years board service | Terms apply to director RSUs . |
| Dividend equivalents | Not paid on unvested RSUs | Except for RSUs that vest but are deferred under plan terms . |
| 2025 change | Target equity grant value increased to $160,000 | To align with 50th percentile of peer/general industry; adopted October 2024 . |
| Total equity value reported (2024) | $145,800 | Hogan’s 2024 Stock Awards value . |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None disclosed | — | — | ARCB proxy lists no other public company boards for Hogan; board policy restricts service to ≤2 other public boards absent approval . |
Expertise & Qualifications
- Skills matrix highlights include Audit knowledge, Cybersecurity, Executive Compensation, Finance/Capital Markets, Technology, Transportation/Logistics, Senior Executive experience, M&A, and Digital Strategy/Transformation for Hogan .
- Degrees: B.S. Economics (Northern Illinois University); MBA Finance & Marketing (Northwestern University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Reference Date |
|---|---|---|---|
| Michael P. Hogan | 25,271 | ~0.11% (25,271 / 23,168,031) | As of Feb 24, 2025 . |
| RSUs (vested but subject to transfer restrictions) | 3,800 | — | As of Dec 31, 2024 . |
| RSUs (unvested) | 1,250 | — | As of Dec 31, 2024 . |
| Total RSUs outstanding | 5,050 | — | As of Dec 31, 2024 . |
- Stock ownership policy: Directors must own ≥5× annual retainer; may not sell until in compliance; RSUs (including unvested/vested‑deferred) count toward compliance. As of the 2024 review, all directors met requirements except Abbate (new director); Hogan is therefore compliant .
Governance Assessment
- Board effectiveness: Hogan’s dual membership on Compensation and Nominating/Corporate Governance places him at the center of executive pay design, CEO succession, and governance/ESG oversight; both committees are fully independent, with defined mandates and regular meeting cadence (5 each in 2024) .
- Alignment: Hogan’s mix of cash ($95,000) and equity ($145,800 for 1,250 RSUs) reflects standard ARCB director pay with time‑based vesting and ownership requirements that restrict sales until guidelines are met; his 25,271 shares plus RSUs support meaningful skin‑in‑the‑game .
- Shareholder signals: Say‑on‑pay approvals were strong—2024: 20,797,156 for vs 677,697 against; 2025: 19,559,023 for vs 861,486 against—indicating investor support for the compensation program overseen by the Compensation Committee .
- Risk controls: Anti‑hedging and pledging policies apply to non‑employee directors; no outstanding company stock option awards; board indemnification agreements in place. These reduce alignment risks and support director recruitment/retention .
- RED FLAGS: None evident in proxy related to Hogan—no attendance issues (100% participation), no disclosed pledging/hedging, no chair‑level fee inflation, and equity grants aligned to market median per 2025 policy update .