Bradley Gabosch
About Bradley R. Gabosch
Bradley R. Gabosch (age 73) is an independent director of Old Dominion Freight Line, first elected in 2016; he is a former Grant Thornton LLP audit partner and managing director with 43 years in public accounting, including 29 years as an audit partner . He currently chairs ODFL’s Audit Committee, is designated an “audit committee financial expert,” and also serves on the Risk Committee, reflecting deep expertise in financial reporting, disclosure oversight, and risk management . The Board has determined he is independent under Nasdaq standards, and he beneficially owned 13,383 ODFL shares as of March 13, 2025 . In 2024, the Board held six meetings and all incumbent directors attended at least 75% of Board and assigned committee meetings; all then‑incumbent directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grant Thornton LLP | Managing Director | Aug 2014 – May 2016 | Senior leadership role following prior partnership |
| Grant Thornton LLP | Carolinas Managing Partner; Audit Partner | Oct 2009 – Jul 2013 (retired as partner Jul 2013); 29 years as audit partner within 43 years in profession | Extensive financial statement oversight, disclosure matters, and industry experience in freight transportation/logistics |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — (none disclosed) | — | — | No current public company directorships disclosed in ODFL proxy biography |
| Private investor | Occupation | Ongoing | Listed occupation in director summary table |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined Mr. Gabosch is independent under Nasdaq standards |
| Committee Assignments (2024) | Audit Committee (Chair); Risk Committee (Member) |
| Financial Expert Designation | Identified as an “audit committee financial expert” by the Board |
| Board Meetings & Attendance (2024) | Board held 6 meetings; all incumbents attended ≥75% of Board and assigned committees; all then‑incumbent directors attended 2024 annual meeting |
| Committee Activity (2024) | Audit Committee met 10 times; Risk Committee met 4 times |
| Director Since (Tenure) | Director since 2016 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Annual Board Cash Retainer (program) | $110,000 | Applies to all non‑employee directors |
| 2024 Committee/Lead Fees (program) | $25,000 Audit Chair; $20,000 TCC Chair; $20,000 GNC Chair; $20,000 Risk Chair; $25,000 Lead Independent Director | Paid in addition to Board retainer |
| Meeting Fees | None (no additional compensation for meeting attendance) | Retainers paid ratably quarterly |
| 2024 Cash Fees — Gabosch | $116,250 | “Fees Earned or Paid in Cash” for 2024 |
| 2024 All Other Compensation — Gabosch | $3,419 | Includes $2,600 executive health program and $819 accumulated dividends on 2023 RSA vesting |
Performance Compensation
| Element | Grant/Metric | Value/Quantity | Vesting/Terms |
|---|---|---|---|
| 2024 Director RSA (program) | Target grant value | $165,000 | Vests on earlier of 1-year from grant, change in control, death, or disability (while serving) |
| 2024 Director RSA — All Non‑Employee Directors | Shares granted | 795 shares each (5/15/2024) | Shares determined using $165,000 ÷ 50‑day avg $207.34; grant‑date close $183.92; ASC 718 fair value $146,216 for each director |
| 2024 Director RSA — Gabosch | Stock awards value (ASC 718) | $146,216 | Same vesting as program; unvested 795 shares at 12/31/2024 |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None disclosed for Mr. Gabosch |
| Compensation Committee interlocks | Company discloses no interlocking relationships for its Talent & Compensation Committee (general governance context) |
Expertise & Qualifications
- Over 43 years in public accounting, including 29 years as audit partner; strong financial reporting and disclosure oversight background .
- Industry experience in freight transportation and logistics; risk management and oversight expertise .
- Audit Committee Chair and designated “audit committee financial expert,” aligning skills with committee mandate .
Equity Ownership
| Item | Details |
|---|---|
| Beneficial Ownership (as of 3/13/2025) | 13,383 shares (beneficially owned) |
| Ownership as % Outstanding | “*” (less than 1%) per proxy table footnote |
| Pledging/Hedging | None of directors/executives have pledged ODFL stock as of record date; Company policy prohibits hedging/pledging and holding in margin accounts |
| Director Ownership Guideline | 5x annual Board cash retainer required for directors |
Governance Assessment
- Strengths: Independent Audit Chair with “financial expert” designation; active committee workload (Audit met 10x; Risk 4x in 2024), supporting rigorous oversight of financial reporting, controls, and enterprise risk . Strong ownership alignment signals: director stock RSAs (795 shares in 2024), 5x retainer ownership guideline, and prohibition on hedging/pledging; none pledged as of the record date . Robust related‑party oversight policy; no related person transactions (above $120,000) disclosed since the beginning of last fiscal year except as previously discussed (none involving Mr. Gabosch) . High say‑on‑pay support (approx. 97% in 2024), indicating broad shareholder confidence in the Company’s pay governance framework .
- Watch items: Workload concentration from chairing Audit and serving on Risk necessitates continued attention to bandwidth, though 2024 attendance standards were met Board‑wide (≥75%) and committee activity was transparent . Board refresh is ongoing (six new independent directors since 2016; a seventh if 2025 nominee elected), which supports long‑term effectiveness and succession planning alongside experienced members like Mr. Gabosch .
Signals for investors: An independent Audit Chair with sector‑specific accounting experience and formal “financial expert” designation, coupled with strong ownership policies and anti‑hedging/pledging restrictions, generally supports investor confidence in financial oversight and alignment at ODFL . The absence of disclosed related‑party transactions and consistently high say‑on‑pay results further reduce governance risk indicators in the current period .