Andrew Davis
Director at ODFL
Board
About Andrew S. Davis
Andrew S. Davis, 47, has served as an independent director of Old Dominion Freight Line since 2023. He is Senior Vice President, Strategy & Investments at Cox Enterprises and Managing Partner of its venture fund, Socium Ventures; previously he held investment roles at T. Rowe Price focused on transportation and began his career in Deloitte’s Financial Advisory Services group. He also serves on the board of Wheels Up Experience Inc., where he chairs the Audit Committee, and has been designated an “audit committee financial expert” by ODFL’s Board due to his finance background .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cox Enterprises Inc. | SVP, Strategy & Investments; Managing Partner, Socium Ventures | Since Apr 2022 | Capital allocation and strategic advisory experience |
| T. Rowe Price Associates, Inc. | Director of Private Investments | Dec 2019 – Feb 2022 | Managed private VC investments across firm portfolios |
| T. Rowe Price Associates, Inc. | Vice President, Equity Investment Analyst (Transportation) | Jul 2010 – Dec 2019 | Sector expertise in transportation equities |
| Deloitte & Touche LLP | Manager, Financial Advisory Services | Prior to 2010 | Transaction advisory and finance experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Wheels Up Experience Inc. | Director; Audit Committee Chair | Current | On-demand private aviation; audit oversight leadership |
| Cox Enterprises (Socium Ventures) | Managing Partner | Current | Venture investing; strategic oversight |
Board Governance
- Independence: The Board determined Davis is independent under Nasdaq and SEC standards .
- Committee memberships: Audit Committee (member; financial expert), Talent & Compensation Committee (member); he is not listed on the Governance & Nomination Committee in the current composition .
- Attendance and engagement: All incumbent directors attended ≥75% of aggregate Board and committee meetings in 2024; Board held 6 meetings, independent directors met in executive session 5 times .
- Committee activity: Audit Committee met 10 times; Talent & Compensation Committee met 4 times; Governance & Nomination Committee met 4 times; Risk Committee met 4 times in 2024 .
- Pay practices oversight: Talent & Compensation Committee uses independent consultant Pearl Meyer; no compensation committee interlocks or Item 404 related-party relationships among TCC members .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 101,667 | 146,216 (RSA) | 819 | 248,702 |
Director compensation structure (non-employee):
- Annual cash retainer: $110,000; committee chair retainers: Audit $25,000; TCC $20,000; GNC $20,000; Risk $20,000; Lead Independent Director $25,000; no per-meeting fees; expenses reimbursed .
- Annual restricted stock awards target value: $165,000; vesting generally at 1-year anniversary, change of control, death, or total disability; subject to 5x cash retainer stock ownership policy .
Performance Compensation
| Equity Award | Grant Date | Shares | Target Value Basis | Grant Date Fair Value | Vesting Terms |
|---|---|---|---|---|---|
| Restricted Stock Award (RSA) | May 15, 2024 | 795 | $165,000 ÷ 50-day avg price $207.34 | $146,216 (795 × $183.92) | Earlier of 1-year, change of control, death, or total disability |
- Options: The company does not grant options or similar awards currently; no timing policy applicable until such awards would be used .
- Director equity grants are time-based; no performance metrics (e.g., TSR or profitability) apply to non-employee director awards; performance-based PBRSUs are used for executives only .
Other Directorships & Interlocks
| Entity | Relationship | Committee Role | Interlock/Conflict Status |
|---|---|---|---|
| Wheels Up Experience Inc. | Public company board | Audit Chair | No ODFL compensation committee interlocks exist; TCC members (incl. Davis) had no Item 404 relationships in 2024 |
| T. Rowe Price (prior employer) | Former Director of Private Investments; former analyst | N/A | T. Rowe Price Associates beneficially owns 7.4% of ODFL; Davis is no longer employed there; Board determined his independence |
Expertise & Qualifications
- Audit expertise: Designated “audit committee financial expert”; financially literate .
- Transportation sector investing and analysis background from T. Rowe Price; capital allocation and strategic advisory at Cox Enterprises .
- Shareholder relations and governance understanding reflected in committee roles and experience .
Equity Ownership
| As of | Beneficially Owned Shares | Percent of Shares Outstanding | Unvested Director RSAs | Pledging/Hedging | Ownership Guidelines |
|---|---|---|---|---|---|
| Mar 13, 2025 | 1,747 | <1% | 795 (granted May 15, 2024) | Prohibited; none pledged by directors/officers as of date | Directors must hold ≥5× annual cash retainer |
Governance Assessment
- Strengths: Independent director with deep transportation investing experience; audit committee financial expert; active committee service (Audit; Talent & Compensation); strong Board and committee meeting cadence; robust trading, ownership, and clawback policies; independent compensation consultant .
- Alignment: Director equity is time-based RSAs with one-year vest; stringent stock ownership policy (5× retainer); prohibition on hedging and pledging supports alignment .
- Shareholder support signals: Davis received 181,917,403 votes “For” vs 1,181,630 “Withheld” in 2025; in 2024 he received 97,044,567 “For” vs 555,207 “Withheld”—both indicating strong support. Say‑on‑pay also passed with 172,792,798 “For” in 2025, and 94,432,207 “For” in 2024, further supporting investor confidence .
- Potential risks/RED FLAGS: None disclosed for Davis under Item 404; company notes Congdon family affiliations and a related party employment (resigned), overseen and approved under the Related Person Transactions Policy; no TCC interlocks and strict related‑party review process reduce governance risk .
Voting Support Detail
| Meeting Date | Proposal | For | Withheld/Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| May 21, 2025 | Election of Director: Andrew S. Davis | 181,917,403 | 1,181,630 | — | 4,885,833 |
| May 21, 2025 | Say‑on‑Pay | 172,792,798 | 10,186,827 | 119,408 | 4,885,833 |
| May 15, 2024 | Election of Director: Andrew S. Davis | 97,044,567 | 555,207 | — | 2,725,398 |
| May 15, 2024 | Say‑on‑Pay | 94,432,207 | 3,092,241 | 75,326 | 2,725,398 |
Compensation Committee Analysis
- Composition and independence: TCC comprises independent directors; Davis is a member; Chair is Leo H. Suggs; met four times in 2024 .
- Consultant: Pearl Meyer engaged to review executive and non‑employee director compensation and peer assessments; periodic engagements since 2013 .
- Interlocks/conflicts: None among TCC members; no Item 404 relationships in 2024 .
- Program design developments: 2025 executive PBRSUs tied to 3‑year relative TSR vs Dow Jones Transportation Average; cap at target if absolute TSR negative (executive program context) .
Related‑Party Transactions & Policies
- Policies: Formal Related Person Transactions Policy requiring Audit Committee approval; annual reviews of ongoing transactions; independence safeguards (members with conflicts recuse) .
- Disclosures: Aside from noted Congdon family relationships and one related employment (resigned in Dec 2024), no transactions requiring disclosure since the prior fiscal year; none involve Davis .
- Trading restrictions: Company prohibits hedging, pledging, short sales, margin accounts by directors, officers, and employees .
Director Compensation Structure Summary
| Role | Annual Cash Retainer ($) | Annual Restricted Stock Target ($) |
|---|---|---|
| Non‑employee Director (member) | 110,000 | 165,000 |
| Audit Committee Chair | 25,000 | — |
| TCC Chair | 20,000 | — |
| GNC Chair | 20,000 | — |
| Risk Committee Chair | 20,000 | — |
| Lead Independent Director | 25,000 | — |
Notes on Executive Sessions & Leadership Structure
- Independent directors are directed to meet in executive session at least twice per year; they met five times in 2024 .
- Chair/CEO roles separated; Lead Independent Director role established (transitioning from Suggs to Kasarda upon Suggs’ retirement), reinforcing independent oversight .