Thom Albrecht
About Thom Albrecht
Independent director of ArcBest, appointed July 24, 2025, and designated to the Audit Committee, where the Board determined he qualifies as an “audit committee financial expert.” Albrecht brings 35+ years in transportation and logistics, currently serving as Chief Revenue Officer (and previously CFO) at Reliance Partners; prior executive roles include CFO and Chief Commercial Officer at Celadon Group, following 28 years as a Wall Street transportation analyst and seven-time Wall Street Journal All Star. The Board confirmed his independence and executed ArcBest’s standard director indemnification agreement at appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reliance Partners | Chief Revenue Officer; previously Chief Financial Officer | Current role noted at appointment (July 2025) | Insurance expertise for transportation/logistics; finance and capital allocation perspective |
| Celadon Group (truckload carrier) | Chief Financial Officer; Chief Commercial Officer | Prior to Reliance Partners | Operating and commercial leadership in truckload; logistics execution |
| Wall Street (sell-side) | Transportation sector analyst | 28 years | 7× Wall Street Journal All Star; Institutional Investor recognitions |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Reliance Partners | Chief Revenue Officer; formerly CFO | Private | Commercial insurance broker focused on transportation/logistics |
Board Governance
- Committee assignment: Audit Committee member; Board-designated “audit committee financial expert.” Initial term runs until the 2026 annual meeting .
- Independence: Affirmed under Nasdaq standards; no related-person transactions or arrangements disclosed at appointment; standard indemnification agreement executed .
- Audit Committee oversight scope (context): Integrity of financial reports, internal controls, compliance, risk management including cybersecurity and ESG; 6 meetings in 2024; current members are independent and financially literate, with the chair designated as financial expert .
Fixed Compensation
Director cash compensation program (historical and current structure):
| Metric | 2023 | 2024 |
|---|---|---|
| Member annual retainer ($USD) | $85,000 | $95,000 |
| Lead Independent Director retainer ($USD) | $30,000 | $30,000 |
| Audit Committee Chair retainer ($USD) | $25,000 | $25,000 |
| Compensation Committee Chair retainer ($USD) | $20,000 | $20,000 |
| Nominating/Corporate Governance Chair retainer ($USD) | $15,000 | $15,000 |
Notes: ArcBest does not pay per-meeting fees; provides travel/logistics support for meetings and limited director education reimbursement .
Performance Compensation
ArcBest uses time-based RSUs for non-employee directors; Albrecht will receive an initial RSU grant under this program.
| RSU Term | 2023 | 2024 | 2025 |
|---|---|---|---|
| Target annual equity grant value ($USD) | $125,000 | $145,000 | $160,000 (target increased in Oct 2024 for 2025 awards) |
| Grant timing | 5th business day after quarterly earnings (policy) | 5th business day after quarterly earnings (policy) | Initial grant for Albrecht scheduled 5th business day after Q2 2025 earnings release |
| Vesting | 1 year from grant date | 1 year from grant date | 1 year from grant date (program terms) |
| Dividends on RSUs | Not paid to directors on unvested RSUs | Not paid | Not paid |
| Accelerated vesting | Death/disability, change in control; retirement after age 65 with ≥5 years of Board service | Same | Same |
Stock ownership policy: Directors must own shares equal to 5× total annual retainers; directors may not sell shares until meeting the requirement; unvested and deferred RSUs count toward compliance .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards (outside ArcBest) | Not disclosed in ArcBest’s appointment 8-K or press release |
| Related-party transactions | None required to be disclosed under Item 404(a) at appointment |
Expertise & Qualifications
- Finance, capital allocation, insurance: CRO/CFO roles at Reliance Partners; CFO/CCO at Celadon .
- Market and investor perspective: 28 years as transportation analyst; seven-time WSJ All Star; multiple Institutional Investor recognitions .
- Audit expertise: Board determination as “audit committee financial expert” .
Equity Ownership
| As of | Filing | Title | Beneficial Ownership | Notes |
|---|---|---|---|---|
| 07/30/2025 | SEC Form 3 | Director | No securities beneficially owned | Initial RSU grant to be made under non-employee director program following Q2 2025 earnings |
Policy alignment:
- Anti-hedging/pledging: Company prohibits hedging or pledging of ArcBest stock by directors and officers .
- Stock ownership guidelines: 5× total annual retainers; directors must retain shares until in compliance .
Insider Filings and Trades
| Date of Event | SEC Form | Key Disclosure |
|---|---|---|
| 07/24/2025 | Form 3 (filed 07/30/2025) | Initial beneficial ownership—none reported |
Governance Assessment
- Positives: Independent director; appointed to Audit Committee with “financial expert” designation; no related-party transactions disclosed; strong alignment policies (stock ownership, clawbacks, anti-hedging/pledging); transparent director pay and equity structure .
- Watch items: Initial Form 3 showed zero holdings; monitor RSU grant receipt and progress toward 5× retainer ownership guideline to assess long-term alignment .
- Broader governance signals: Board implemented proxy access in Feb 2025 and enhanced Code of Conduct in Nov 2024, reflecting responsiveness to shareholder feedback and governance best practices .