Salvatore Abbate
ARCBEST CORP /DE/About Salvatore A. Abbate
Salvatore A. Abbate (age 56) is an independent director of ArcBest, serving since January 2023. He is CEO of Veritiv (private since its 2023 sale to Clayton, Dubilier & Rice), and sits on ArcBest’s Compensation and Nominating/Corporate Governance Committees. Abbate holds a B.S. in Industrial Engineering from Georgia Institute of Technology and an MBA from Northwestern University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Veritiv Corporation | Chief Executive Officer | 2020–Present | Led $2.6B sale to CDR; executed divestitures funding buybacks, debt repayment, growth; Adjusted EBITDA more than tripled . |
| Veritiv Corporation | Chief Operating Officer | 2020 | Transformation execution . |
| Veritiv Corporation | SVP & Chief Commercial Officer | 2018–2019 | Commercial leadership . |
| Andersen Windows & Doors | SVP & Chief Sales & Marketing Officer | 2013–2018 | Increased customer penetration via campaigns . |
| Andersen Windows & Doors | SVP, Sales & Marketing | 2011–2013 | Marketing leadership . |
| Solutia Inc. (Performance Films) | Vice President, Global Sales & Marketing | 2009–2011 | Oversaw ~$290M net sales across regions . |
External Roles
| Organization | Role | Tenure | Public Company Board? |
|---|---|---|---|
| Veritiv (Private) | CEO and Board member | 2020–Present | No; Veritiv is private post-2023 acquisition . |
Board Governance
- Committee memberships: Compensation Committee (member); Nominating/Corporate Governance Committee (member) .
- Committee chair roles: None; 2024 committee chairs were Stipp (Audit & QLCC), McElligott (Compensation), Conrado (Nominating/Corporate Governance) .
- Independence: Board determined all directors except McReynolds are independent under Nasdaq standards; independent directors met in executive session four times in 2024 (Lead Independent Director Spinner presided) .
- Meetings and attendance: Board met five times in 2024; “All members” participated in all scheduled Board and applicable committee meetings during their service periods; all directors attended the 2024 Annual Meeting .
- Committee activity: Compensation Committee met 5 times; Nominating/Corporate Governance met 5 times in 2024 .
- Governance enhancements: Proxy access adopted Feb 2025 (up to 20 holders, 3%+ for 3 years; up to two nominees or 25% of Board) .
- Board policy: Mandatory director retirement age 75; limit of no more than two other public boards absent ArcBest Board approval .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Member Retainer (Policy) | $85,000 | $95,000 |
| Fees Earned in Cash (Abbate actual) | $85,000 | $95,000 |
| Committee Chair Fees (Abbate) | $0 (not a chair) | $0 (not a chair) |
| Lead Independent Director Fee (not applicable to Abbate) | $30,000 (policy) | $30,000 (policy) |
Performance Compensation
| Instrument | Grant Date | Shares/Units | Grant Value / Valuation Basis | Vesting | Notable Terms |
|---|---|---|---|---|---|
| RSU (annual director grant) | May 5, 2023 | 1,400 | $125,000 target; grant-date close $87.82; ASC 718 FV $87.35/share | 1-year cliff | Accelerated vesting on death/disability/CoC; retirement acceleration after age 65 with ≥5 years’ service; no dividends on unvested RSUs . |
| RSU (annual director grant) | May 7, 2024 | 1,250 | $145,000 target; grant-date close $117.10; ASC 718 FV $116.64/share | 1-year cliff | Same acceleration provisions; no dividends on unvested RSUs (except deferred) . |
| RSU (target policy change for 2025) | N/A | N/A | Target equity grant increased to $160,000 (policy) | N/A | Aligns with 50th percentile of peer group . |
Directors’ RSUs are time-based; no performance metrics are attached to director equity awards .
Other Directorships & Interlocks
| Entity | Relationship | Nature | Amount/Scope | Independence Impact |
|---|---|---|---|---|
| Veritiv Corporation | Abbate is CEO; Veritiv is a customer of ArcBest subsidiaries | Ordinary-course transportation/other services | $759,004 aggregate in 2024–2025 (through Feb 24 record date) | Board deemed immaterial; Abbate remains independent under Nasdaq standards . |
Expertise & Qualifications
- Senior leadership, value creation/M&A, logistics operations, corporate strategy, sales/marketing; industrial engineering and MBA credentials .
- Board skills profile highlights Abbate’s contributions in executive compensation, finance/capital markets, HR/labor, environmental sustainability/CSR, transportation/logistics, corporate governance, M&A, digital strategy/transformation .
Equity Ownership
| Holder | Shares Beneficially Owned (as of Feb 24, 2025) | % of Outstanding | RSUs Unvested (as of Dec 31, 2024) | Vested but Subject to Transfer Restriction | Notes |
|---|---|---|---|---|---|
| Salvatore A. Abbate | 2,400 | <1% (per proxy footnote) | 1,250 | 0 | Directors must hold stock equal to 5× total annual retainers; Abbate joined in 2023 and has not yet met requirement; must retain shares until compliant . |
Director Compensation (Abbate)
| Year | Fees Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 85,000 | 122,290 | 207,290 |
| 2024 | 95,000 | 145,800 | 240,800 |
Say-on-Pay & Shareholder Feedback
- 2025 Say-on-Pay advisory vote: 19,559,023 For; 861,486 Against; 36,252 Abstain; 1,642,488 Broker Non-Votes .
- Board/management conducted extensive shareholder engagement; proxy access adopted in 2025 following feedback .
Compensation Committee Analysis
- Composition: McElligott (Chair), Abbate, Conrado, Hogan; independent under Nasdaq and Exchange Act §16 .
- Practices: Use of independent consultant (Meridian), pay-for-performance focus, clawback policy exceeding Nasdaq minimums, prohibition on hedging/pledging, no employment agreements or option repricing; annual risk assessment affirms comp plans not likely to cause material adverse risk (Jan 2025 review) .
Risk Indicators & Policies
- Insider Trading, Anti-Hedging and Pledging Policies: Directors prohibited from hedging or pledging ArcBest stock; Company has no outstanding stock option awards; repurchases conducted in open windows or under 10b5-1 plans .
- Audit/Independence sensitivity: EY dismissed; Eliasson temporarily left Audit Committee due to a family relationship at EY, later independence reaffirmed post-EY dismissal (contextual governance responsiveness) .
Governance Assessment
- Strengths:
- Independent director with deep logistics and transformation experience; actively engaged on Compensation and Nominating/Corporate Governance Committees .
- Strong attendance and engagement; all directors attended all scheduled Board/committee meetings and the 2024 Annual Meeting .
- Shareholder-responsive governance (proxy access adoption), robust anti-hedging/pledging and clawback policies .
- Watch items:
- Related-party exposure via Veritiv customer relationship; immaterial dollar amount but ongoing monitoring warranted for transaction scope and independence assessments .
- Ownership guideline compliance outstanding due to recent appointment; Abbate required to retain shares until meeting 5× retainer threshold .
RED FLAGS: None explicitly disclosed for Abbate (no pledging/hedging, no option repricing, no tax gross-ups). Potential conflict-of-interest exposure exists through Veritiv transactions, assessed immaterial; monitor for scale changes .