Michael Johns
ARCBEST CORP /DE/About Michael Johns
Michael R. Johns, age 66, is ArcBest’s Chief Legal Officer and Corporate Secretary (since January 2023). He previously served as Vice President – General Counsel and Corporate Secretary from April 2007 to December 2022; he is a Certified Public Accountant with a J.D. from Southern Methodist University and a B.S. in Business Administration from the University of Arkansas . Company context for performance and incentive alignment: 2024 revenue was $4.2B with diluted EPS of $7.28, operating ratio improved to 94.2% (+190 bps YoY) . Over the last five years, cumulative TSR reached 348.68 versus 226.81 for the peer group, and the company’s 2024 AIP paid 33.52% of target (Adjusted Operating Income below threshold; Adjusted ROCE 12.38%), while the 2022–2024 C‑LTIP paid 172.4% of target (three‑year average Adjusted ROCE 23.46%, TSR ~31.6th percentile) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ArcBest | Chief Legal Officer and Corporate Secretary | Jan 2023 – Present | Oversees legal, governance, and corporate secretary functions; signatory on SEC reports including 8‑K leadership update . |
| ArcBest | Vice President – General Counsel and Corporate Secretary | Apr 2007 – Dec 2022 | Led legal affairs and board governance through company’s evolution into integrated logistics . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dover Dixon Horne PLLC (Little Rock) | Partner | ~1991 – 2007 | Corporate/commercial law practice prior to joining ArcBest . |
| Rose Law Firm and another Little Rock firm | Attorney | Pre‑1991 (7 years) | Broad legal practice foundation prior to partnership . |
| Professional Affiliations | Member | Current | American Bar Association; Sebastian County Bar Association; Arkansas Society of CPAs . |
Fixed Compensation
- Individual base salary, target bonus, and cash compensation for Mr. Johns are not disclosed in the 2025 proxy; Named Executive Officers (NEOs) for 2024 were McReynolds, Runser, Beasley, Anderson, and Newcity .
Performance Compensation
The company’s executive incentive architecture (disclosed for NEOs) is highly performance‑weighted and likely indicative of the structure governing senior officers.
- Annual Incentive Plan (AIP): Weighting 60% Adjusted Operating Income; 40% Adjusted ROCE; capped at 250% of target .
- Long‑Term Incentive (LTI): 60% three‑year cash C‑LTIP (60% three‑year average Adjusted ROCE; 40% Relative TSR) and 40% time‑based RSUs vesting ratably over three years .
2024 AIP outcomes (company-level, as disclosed for NEOs):
| Measure | Weight | 2024 Actual | Payout Earned |
|---|---|---|---|
| Adjusted Operating Income | 60% | $208.9M | 0% (below threshold) |
| Adjusted ROCE | 40% | 12.38% | 83.8% |
| Total AIP Payout vs Target | — | — | 33.52% |
2024–2026 C‑LTIP performance grid (plan design):
| Metric | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| Three‑Year Avg Adjusted ROCE | 60% | 9% → 50% payout | 14% → 100% | ≥19% → 250% |
| Relative TSR (vs peer group) | 40% | 25th pct → 25% | 50th pct → 100% | ≥75th pct → 250% |
Realized result for the prior cycle (2022–2024):
| Item | Actual | Implication |
|---|---|---|
| Three‑Year Avg Adjusted ROCE | 23.46% | Above max; strong capital efficiency . |
| Relative TSR Percentile | 31.6th | Between threshold and target . |
| Aggregate C‑LTIP Payout | 172.4% of target | Material above‑target vesting . |
Note: Individual participation and payouts for Mr. Johns were not separately disclosed; figures above reflect company results and NEO disclosures .
Equity Ownership & Alignment
| Policy/Item | Details |
|---|---|
| Hedging/Pledging | Prohibited for officers and directors; monetization and short-sale transactions barred; no outstanding stock options . |
| Time‑based RSUs | Executive RSUs vest ratably over three years; 2024 grants vest on May 7 of 2025, 2026, 2027 . |
| Ownership Guidelines | CEO 5× salary; other NEOs 3×; reviewed annually (NEO‑specific; CLO not disclosed) . |
| Beneficial Ownership (Mr. Johns) | Not listed in the 2025 proxy’s “Principal Stockholders and Management Ownership” table, which reports directors and NEOs . |
Vesting cadence can concentrate insider activity around early May (e.g., May 5–7), as tranches settle on those dates per grant schedules for 2022–2024 awards .
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment Agreement | Company discloses no employment agreements for NEOs; severance handled via plans and policies . |
| Change‑in‑Control (CIC) Plan | Double‑trigger. On qualifying termination ≤24 months post‑CIC: RSUs vest; AIP and C‑LTIP prorated; cash severance equals 2× salary + 2× average bonus for CEO, 1× for other participating senior officers; 24 months COBRA equivalent; 280G “best‑net” cutback applies . |
| Clawback | Mandatory recoupment after restatement regardless of fault; plus recovery for overpayment errors and defined “acts of misconduct” (fraud, theft, code violations, etc.) . |
| Non‑Solicit/Confidentiality | Post‑CIC non‑solicit of customers/clients/employees for 12 months; confidentiality protections with potential benefit reduction/forfeiture for violations . |
| Executive Medical Policy | Lifetime health coverage for eligible officers post‑retirement subject to age/service and premiums; policy closed to new participants since 2017; forfeiture if officer joins a competitor . |
| Insider Trading Policy | Prohibits hedging/pledging, short sales, derivative transactions; RSU vestings exempt from option prohibition; repurchases executed in open windows or 10b5‑1 . |
Note: Participation specifics for the CLO are not enumerated; CIC participation is described as covering “certain senior officers” and is fully detailed for NEOs in the proxy .
Investment Implications
- Pay-for-performance alignment: Incentives are tied to Adjusted Operating Income and ROCE (AIP) and to three‑year ROCE and Relative TSR (C‑LTIP). 2024 AIP paid just 33.52% of target due to AOI below threshold, while the prior C‑LTIP cycle paid 172.4%, reinforcing long-term capital efficiency focus .
- Selling pressure/vesting cadence: Executive RSUs vest ratably with notable vest dates in early May (e.g., May 5–7); while hedging/pledging are prohibited, executives commonly sell shares to cover taxes at vesting; monitor those windows for potential incremental supply .
- Retention risk: No fixed employment contracts; retention relies on ongoing equity and CIC protections. The double‑trigger CIC plan and robust clawback/non‑solicit covenants balance retention and governance; at age 66, succession planning around the legal function is prudent, but no departure signals are disclosed .
- Alignment/controls: Prohibitions on hedging/pledging, meaningful stock-ownership requirements for NEOs, and an expansive clawback reduce governance risk and enhance alignment, while say‑on‑pay support of ~97% in 2024 indicates strong shareholder endorsement of the program design .
Documentation note: Mr. Johns’ biography, role, and credentials are disclosed; individual compensation, ownership, and award details are not separately reported in the 2025 proxy. Where person‑specific data is unavailable, company‑level structures and outcomes are presented to evaluate incentive alignment and potential trading/retention dynamics .