Cecil Overbey Jr.
Senior Vice President - Strategic Development at ODFL
Executive
About Cecil Overbey Jr.
Cecil E. Overbey, Jr. is Senior Vice President – Strategic Development at Old Dominion Freight Line (ODFL), appointed to the role in January 2011 after prior leadership in national accounts and marketing; he is 63 and has 39 years of experience in transportation and distribution, having joined ODFL in 1995 . Company performance context under current leadership shows 1-year TSR below the 25th percentile, ~50th percentile over 3 years, and above the 75th percentile over 5- and 10-year periods vs. peers; 2024 pre-tax income decreased ~5.5% year-over-year to ~$1.56B, aligning PIP payouts with profitability .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Old Dominion Freight Line | Senior Vice President – Strategic Development | Appointed Jan 2011 | Leads strategic development; prior sales/marketing leadership supports revenue quality and market share focus |
| Old Dominion Freight Line | Vice President – National Accounts & Marketing | Jul 2000–Jan 2011 | Expanded national accounts and marketing capabilities |
| Old Dominion Freight Line | National Account Executive | Jun 1995–2000 | Managed key accounts; progressed through sales/marketing management roles |
External Roles
Not disclosed in proxy filings .
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | 501,440 | 516,483 | 531,978 |
All Other Compensation detail (2024):
- Life insurance premiums: $1,980; Corporate automobile: $12,690; 401(k) contributions: $23,761; vested RSA accumulated dividends: $4,877; total “All Other”: $43,308 .
Performance Compensation
Profit Incentive Plan (PIP)
- Structure: Monthly cash incentive based on a fixed participation factor applied to pre-tax income, paid only if monthly pre-tax income exceeds 2% of revenue; payouts capped at the lesser of 10x base salary or 1.5% of Company pre-tax income .
- Participation factor: 0.18% (2024 and 2025) .
| Metric | Weighting / Factor | Target / Rules | Actual | Payout ($) | Notes / Vesting |
|---|---|---|---|---|---|
| PIP (2024) | 0.18% | Monthly pre-tax income > 2% of revenue; cap at lesser of 10x salary or 1.5% of Company pre-tax income | Pre-tax income decreased ~5.5% YoY to ~$1.56B | 2,803,674 | Paid monthly; formulaic |
| PIP (2023) | 0.18% | Same rules | Pre-tax income decreased ~10% YoY | 2,965,998 | Paid monthly; formulaic |
Restricted Stock Awards (RSAs)
- Metric linkage: Earned based on prior-year operating ratio; RSAs vest in equal annual installments over 3 years to enhance retention; double-trigger vesting on change of control if awards are not assumed/substituted .
- Operating ratio basis: 2021 73.5%, 2022 70.6%, 2023 72.0%; resulted in RSA grants equal to 100% of salary (2022, 2023) and 110% (2024) .
| Year | Grant Date | Metric | Weighting / Target | Shares Granted (#) | Grant Value ($) | Vesting |
|---|---|---|---|---|---|---|
| 2024 | 2/7/2024 | Operating ratio | 110% of base salary | 2,882 | 623,175 | Equal annual installments over 3 years |
| 2023 | 2/8/2023 | Operating ratio | 100% of base salary | 2,126 | 583,611 | Equal annual installments over 3 years |
| 2022 | 2/9/2022 | Operating ratio | 100% of base salary | 942 | (value shown in outstanding table) 166,169 | Equal annual installments over 3 years |
Performance-Based Restricted Stock Units (PBRSUs)
- Pre-2025 metric: One-year pre-tax income growth; earn 0–200% of target; for Senior Vice President, target PBRSU = 50% of base salary; payouts vest one-third at year-end, and one-third at each anniversary x2, subject to continued employment .
- 2025 change: PBRSUs tied to three-year relative TSR vs. Dow Jones Transportation Index; target hurdle set above the 50th percentile; capped at target if absolute TSR is negative .
| Year | Grant Date | Metric | Target / Weighting | Target Units (#) | Actual Earned (#) | Vesting |
|---|---|---|---|---|---|---|
| 2024 | 2/7/2024 | Pre-tax income growth | 50% of base salary | 1,310 | 0 (below threshold) | N/A (not earned) |
| 2023 | 2/8/2023 | Pre-tax income growth | 50% of base salary | 1,594 (split-adjusted) | 0 (below threshold) | N/A (not earned) |
| 2022 | 2/9/2022 | Pre-tax income growth | 50% of base salary (implied) | — | 200% of target earned Company-wide; Overbey outstanding 942 units at FY-end | 1/3 vested post-performance; 1/3 at 2nd anniversary; 1/3 at 3rd anniversary |
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Shares Beneficially Owned (#) | Pledged / Hedged |
|---|---|---|
| Mar 13, 2025 | 49,091 | None; policy prohibits hedging/pledging, margin accounts, or pledged collateral |
| Mar 7, 2024 | 46,188 | None; policy prohibits hedging/pledging, margin accounts, or pledged collateral |
- Stock ownership guidelines: Senior VPs classified as “Other Executive Officers” must hold 1.5x base salary; 50% of net shares from vesting/exercise must be retained for 12 months, and until guideline thresholds are met .
- Eligible equity counted toward guidelines includes owned shares, unvested time-based RSAs/RSUs, earned performance awards, and shares held in certain accounts; unearned PBRSUs and phantom stock do not count .
Outstanding Equity Awards (FY 2024 Year-End)
| Grant Date | Award Type | Unvested Units (#) | Market Value ($) |
|---|---|---|---|
| 2/7/2024 | RSA | 2,882 | 508,385 |
| 2/8/2023 | RSA | 2,126 | 375,026 |
| 2/9/2022 | RSA | 942 | 166,169 |
| 2/9/2022 | PBRSU (earned) | 942 | 166,169 |
- Valuation uses $176.40 closing price at 12/31/2024 .
Stock Vested in 2024
| Award Type | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| PBRSU | 2,446 | 532,421 |
| Restricted Stock | 3,510 | 763,926 |
- Accumulated dividends paid upon RSA vesting: $4,877 (part of “All Other Compensation”) .
Alignment Policies
- Hedging/pledging: Prohibited for directors, officers, and employees; no margin accounts or pledged collateral .
- Clawback: Requires recovery of cash and equity incentive compensation from executive officers in event of covered accounting restatement .
Employment Terms
Severance and Change-of-Control Economics
| Scenario | Severance Plan Cash & Welfare ($) | Unvested RSA Accelerated ($) | Unvested PBRSU Accelerated ($) | Total ($) |
|---|---|---|---|---|
| Change in Control + Qualifying Termination (Dec 31, 2024 assumption) | 10,626,996 cash; 35,623 welfare | 1,049,580 | 166,169 | 11,878,368 |
| Change in Control (awards not assumed; no termination) | — | Included in 1,215,749 aggregate for accelerated equity | Included in 1,215,749 aggregate | 1,215,749 |
| Termination Without Cause (death/disability) | — | Accelerated vesting of RSAs; PBRSUs vest to extent earned post-performance | To extent earned | 1,215,749 (aggregate indicated) |
Key plan terms:
- Severance multiple: Monthly severance benefit equals monthly termination cash compensation calculated as 2.5x the sum of base salary and bonus amount for Senior Vice President or higher (excluding CEO), divided by 12; CEO multiple is 3x; gross-up payments are not provided .
- Prior plan service: Overbey qualifies for up to 36 months of severance based on prior plan participation; aggregate termination compensation cannot exceed 3x base salary + bonus amount .
- Triggers: Double-trigger equity vesting on change of control if awards are not assumed/substituted or if terminated not for cause/for good reason within specified windows .
- Covenants: Confidentiality, non-compete, non-solicit, and non-disparagement obligations during and following termination; subject to clawback policy .
- No employment agreements for executives (company-wide practice) .
Investment Implications
- Pay-for-performance alignment remains strong: cash PIP is purely formulaic off monthly pre-tax income with strict caps; equity is tied to operating ratio (RSAs) and performance (PBRSUs), now migrating to three-year relative TSR—a higher bar with downside protection via cap if absolute TSR is negative .
- Near-term selling pressure appears limited: significant unvested RSAs and remaining 2022 PBRSUs vest on multi-year schedules; retention requirements mandate holding 50% of net shares for 12 months; hedging and pledging are prohibited, reducing liquidity-driven sales risk .
- Change-in-control protection is robust but disciplined: double-trigger equity vesting and substantial severance potential, with explicit caps and no excise tax gross-ups—indicative of balanced shareholder-friendly governance; Overbey’s modeled CIC+termination value is ~$11.88M vs. $1.22M for CIC without termination assumptions .
- Execution track record supports confidence: despite a weaker 1-year TSR, multi-year TSR percentiles remain competitive; management’s focus on revenue quality, operating ratio, and service leadership (Mastio awards) underpins long-term value creation—beneficial for PBRSU TSR alignment from 2025 onward .