ARCBEST CORP /DE/
For the period ended Apr 24, 2026. Filed Mar 13, 2026.
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Apr 24, 2026 · Filed Mar 13, 2026
Contents
Overview of Our Compensation Program
The primary elements of direct compensation awarded to the Named Executive Officers are shown below.
| | CompensationElement | How Paid | Performance Metrics | Rationale |
|---|---|---|---|---|
| Fixed | Base salary | Cash | N/A | ●Provides executives with a minimum level of pay regardless of Company performance, supporting retention and reducing risk. ●Reviewed annually to ensure alignment with role expectations and market conditions. ●Determined based on Executive’s experience; scope and complexity of the position; current objectives and responsibilities; internal equity considerations; individual performance; retention needs; and relevant market factors. |
| At-Risk (Variable) | Annual incentive (AIP) | Cash | Annual goals for Adjusted Operating Income and Adjusted ROCE | ●Encourages management to focus on annual profitability and achievement of the Company’s financial goals. ●Aligns annual performance with drivers of long-term Company success. ●Supports retention of executive talent by rewarding achievement of key financial objectives. |
| At-Risk (Variable) | Long-term incentive | Cash (C-LTIP)(60% of target) | Three-year goals for relative TSR and Adjusted ROCE | ●Rewards management for driving performance against the Company’s key financial metrics. ●Utilizes a three-year performance cycle to reinforce a long-term perspective and incentivize sustainable value creation, profitability, and capital efficiency. ●Employs cash-based long-term awards, reducing dilution associated with relying solely on equity compensation. |
| Time-based RSUs(40% of target) | Vest pro-rata over three years following grant date | ●Aligns management’s interests with those of stockholders. ●Focuses executives on creating long-term stockholder value over a multi-year period. ●Supports retention of key talent through long-term incentives. ●Discourages inappropriate short-term decision-making by emphasizing sustained performance. | ||
We use Adjusted ROCE in our annual and long-term cash incentive compensation plans to ensure our leadership team maintains a consistent focus on key performance measures that align with the Company’s strategic goals. Adjusted ROCE is important in both the short and long term because it measures how efficiently the Company creates value through the deployment of its capital to generate profitable returns.
ArcBest / 2026 PROXY STATEMENT 43
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