Adam Satterfield
Executive Vice President, Chief Financial Officer and Assistant Secretary at ODFL
Executive
About Adam Satterfield
Adam N. Satterfield (age 50) is Executive Vice President, Chief Financial Officer and Assistant Secretary of Old Dominion Freight Line, Inc. (ODFL), appointed July 2023; he previously served as CFO since January 2016 and joined ODFL in October 2004 after serving as an Audit Manager at KPMG LLP. He is a Certified Public Accountant. Company performance in 2024: revenue $5.8B, net income $1.2B, operating ratio 73.4%; 5- and 10-year compound annualized TSR were 23.3% and 21.6%, respectively, underscoring pay-for-performance alignment in ODFL’s program . Satterfield also serves on ODFL’s cross-functional ESG Steering Committee that reports to the Board’s Risk Committee .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Old Dominion Freight Line, Inc. | EVP, Chief Financial Officer & Assistant Secretary | Jul 2023–present | Senior finance leadership over pricing discipline, capacity investments, and governance, including ESG Steering Committee participation |
| Old Dominion Freight Line, Inc. | SVP – Finance, Chief Financial Officer & Assistant Secretary | Jan 2016–Jun 2023 | Led finance through cycles with sustained long-term TSR; reinforced pay-for-performance architecture |
| Old Dominion Freight Line, Inc. | VP – Treasurer | Jun 2011–Dec 2015 | Treasury leadership supporting cost-based pricing and investment strategy |
| Old Dominion Freight Line, Inc. | Director – Finance & Accounting | Aug 2007–Jun 2011 | Built SEC reporting and financial controls foundation |
| Old Dominion Freight Line, Inc. | Manager – SEC Reporting | Oct 2004–Aug 2007 | Established public reporting rigor |
| KPMG LLP | Audit Manager | Pre–Oct 2004 | External audit experience; CPA credential |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| KPMG LLP | Audit Manager | Pre–Oct 2004 | Pre-ODFL audit leadership; CPA |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (approved) |
|---|---|---|---|
| Base Salary ($) | $576,909 | $646,482 | $666,324 |
| All Other Compensation ($) | $46,023 | $46,018 | — (not disclosed) |
All Other Compensation (2024 breakdown):
| Component | Amount ($) |
|---|---|
| Life insurance premiums | $690 |
| Executive health program | $2,600 |
| Vehicle allowance | $14,820 |
| Personal use of corporate aircraft | $1,708 |
| Company 401(k) contributions | $20,928 |
| Vested restricted stock accumulated dividends | $5,272 |
Performance Compensation
ODFL’s program emphasizes variable pay: monthly cash PIP tied to pre-tax income; RSAs tied to operating ratio; PBRSUs tied to pre-tax income growth (2024) and 3-year relative TSR (from 2025). Caps and thresholds promote discipline .
Performance Incentive Plan (PIP) — Cash
| Item | 2024 | Design/Parameters |
|---|---|---|
| Participation factor (CFO) | 0.30% | Earned monthly; threshold requires pre-tax income >2% of revenue; cap is lesser of 10x base salary or 1.5% of Company pre-tax income |
| Actual payout ($) | $4,672,790 | Factor increased from 0.25% to 0.30% effective Jul 1, 2023; pro forma payouts decrease ~5.5% with pre-tax income down ~5.5% YoY |
Equity Incentives
| Instrument | Metric | Award Opportunity | 2024 Actual | 2025 Design | Vesting |
|---|---|---|---|---|---|
| RSAs | Operating ratio (profitability) | 0%–150% of base salary; reduced funding in certain OR improvements | 110% of base salary; 3,610 shares granted to CFO on Feb 7, 2024 | 100% of base salary based on 2024 OR (granted Feb 2025) | 33% annually over 3 years; double-trigger change-in-control vesting if not assumed/substituted |
| PBRSUs (2024) | Annual pre-tax income growth | Target 100% of base salary (CFO); target 3,282 units | Not earned (no pre-tax income growth) | — | If earned: 1/3 after performance period, then 1/3 on each anniversary; double-trigger CIC provisions |
| PBRSUs (2025–2027) | 3-year relative TSR vs DJTA; target set above 50th percentile | Threshold: 30th pct → 50% of target; Target: 55th pct → 100% of target; Max: 80th+ pct → 200% of target; capped at target if absolute TSR negative | — | CFO target opportunity = 100% of 2025 base salary | Vests after certification of 2027 results; pro-rata vesting for death/disability/qualified retirement |
2024 Stock Vested (indicative of potential supply, subject to retention rules):
| Award Type | Shares vested (#) | Value realized ($) |
|---|---|---|
| PBRSUs | 5,290 | $1,151,474 |
| RSAs | 3,794 | $825,736 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (CFO) | 75,359 shares; includes 23,597 shares in 401(k) |
| Ownership % | Less than 1% |
| Unvested RSAs at 12/31/2024 | 3,610 (2024 grant) valued $636,804; 2,300 (2023) $405,720; 1,020 (2022) $179,928 |
| Unvested PBRSUs at 12/31/2024 | 2,038 (2022 earned units) valued $359,503 |
| Vested phantom stock (to be settled in stock upon settlement) | 22,048 shares; market value $3,889,267 at 12/31/2024 |
| Pledging/Hedging | None; policy prohibits hedging/pledging and margin accounts |
| Ownership guidelines | CFO required to hold stock equal to 2.0x base salary; must retain 50% of net shares from vesting/exercise; 12-month post-vesting retention applies |
Employment Terms
| Term | Detail |
|---|---|
| Employment start | Joined ODFL October 2004; EVP CFO since July 2023 |
| Employment agreement | None (no individual employment agreements) |
| Clawback | Updated policy compliant with Section 10D and Nasdaq; applies to cash and equity incentive comp upon covered restatements |
| Securities trading policy | Prohibits short sales, hedging/derivatives, pledging/margin; filed as Exhibit 19.1 to 2024 Form 10-K |
| Severance (change-of-control plan) | Double-trigger; monthly severance equal to 2.5×(base+3-year avg bonus)/12 for 12 months for SVP+ (excluding CEO); welfare benefits up to 24 months; no excise tax gross-ups; max ≤3×(base+bonus) |
| Estimated CIC payout (CFO) | $14,741,622 with qualifying termination (includes severance, welfare benefits, and accelerated equity) |
Compensation Structure vs Performance Metrics
- Heavy reliance on formulaic PIP tied directly to pre-tax income (threshold at 2% of revenue, cap at 10× salary/1.5% of company pre-tax), alongside RSAs linked to operating ratio and PBRSUs linked to growth/TSR, reflecting disciplined pay-for-performance .
- 2024 outcomes: PIP payout $4.67M; RSAs at 110% of salary due to 2023 operating ratio performance; PBRSUs not earned (no pre-tax income growth), demonstrating downside sensitivity .
Vesting Schedules and Insider Selling Pressure
- RSA vesting at 33% annually and PBRSUs vest over 2–3 years (if earned) create staggered delivery; 2024 vestings for Satterfield totaled 9,084 shares with $1.98M value, but retention requirements mandate holding 50% of net shares for 12 months and ongoing guideline compliance, mitigating near-term disposal risk .
Equity Ownership Alignment and Pledging
- Satterfield holds 75,359 shares (<1%), including retirement-plan holdings; ODFL explicitly prohibits hedging and pledging, and reports no officer pledging, supporting alignment .
Change-of-Control Economics and Protections
- Double-trigger vesting for equity if awards aren’t assumed/substituted or upon qualifying termination; CFO’s illustrative CIC with qualifying termination totals $14.74M, including severance and accelerated equity; no tax gross-ups .
Track Record, Value Creation, and Execution Risk
| Metric | 2024 Result |
|---|---|
| Revenues ($) | $5.8B |
| Net Income ($) | $1.186B |
| Operating Ratio (%) | 73.4% |
| TSR (5-year, 10-year CAGR) | 23.3%; 21.6% |
- CFO signed Sarbanes-Oxley Section 906 certification for the 2024 Form 10-K, attesting to fair presentation and compliance .
- Program changes in 2025 added 3-year relative TSR PBRSUs with target above the 50th percentile and a cap if absolute TSR is negative, responding to shareholder outreach and best practices; say-on-pay supported by ~97% approval in 2024 .
Compensation Committee and Governance
- Talent and Compensation Committee (independent) engages Pearl Meyer; peer group includes DJTA names and major transports; ODFL does not target a specific peer percentile, relying on performance-driven mix; 2025 PBRSUs adopt 3-year TSR framework .
- Stock incentive plan refresh proposed for 2025 with governance “best practices” (no repricing without shareholder approval, minimum vesting, no evergreen) .
Investment Implications
- Strong alignment: CFO pay is highly variable and driven by profitability and TSR, with downside realized in 2024 PBRSUs (none earned) and capped TSR awards if absolute returns are negative, reducing risk of pay-for-underperformance .
- Supply overhang manageable: RSA/PBRSU vesting is staggered and constrained by 12-month and 50% net share retention rules; no hedging or pledging permitted, and beneficial ownership is modest (<1%) .
- CIC exposure: Meaningful CIC package ($14.74M) reflects tenure and role; double-trigger design and lack of gross-ups mitigate governance risk relative to single-trigger structures .
- Governance and shareholder support: ~97% say-on-pay approval and adoption of 3-year TSR PBRSUs indicate responsiveness and alignment with investor preferences amid variable macro demand .