Cheryl Miller
Director at ODFL
Board
About Cheryl S. Miller
Cheryl S. Miller (age 52) has served as an independent director of Old Dominion Freight Line (ODFL) since 2024. She is a seasoned finance executive and former public-company CEO, with prior roles including CFO of West Marine (2022), Executive Strategic Advisor and CFO roles at JM Family Enterprises (2021), and President & CEO and CFO of AutoNation (2010–2020). She is NACD Directorship Certified and is designated by ODFL’s Board as an Audit Committee Financial Expert, underscoring depth in financial reporting and governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AutoNation, Inc. | President & CEO | Jul 2019 – Apr 2020 | Led public automotive retailer; prior EVPs/CFO governance and investor relations experience |
| AutoNation, Inc. | EVP & CFO; Treasurer; VP Investor Relations | 2010 – 2019 | Built shareholder engagement and finance function; deep capital markets exposure |
| JM Family Enterprises | Executive Strategic Advisor | May 2021 – Dec 2021 | Strategic oversight for diversified automotive company |
| JM Family Enterprises | EVP & CFO | Jan 2021 – Apr 2021 | Short-tenure CFO role post-strategic engagement |
| West Marine | Chief Financial Officer | Jan 2022 – Oct 2022 | Omni-channel marine aftermarket finance leadership |
External Roles
| Company | Role | Committee Chair | Notes |
|---|---|---|---|
| Tyson Foods, Inc. | Director | Compensation & Leadership Development (Chair) | Large-cap protein leader; compensation oversight |
| Celsius Holdings, Inc. | Director | Audit (Chair) | Lifestyle fitness beverage; audit oversight |
Board Governance
- Independence: The Board determined Ms. Miller is independent under Nasdaq listing standards .
- Committee assignments: Member, Audit Committee (financially literate; designated Audit Committee Financial Expert); Member, Risk Committee .
- Attendance: The Board held six meetings in 2024; all incumbent directors attended at least 75% of aggregate Board and assigned committee meetings, and all directors in office attended the May 15, 2024 Annual Meeting .
- Engagement: Independent directors met in executive session five times in 2024; the Board maintains a Lead Independent Director (transitioning from Leo Suggs to John D. Kasarda) .
- Board service limits: Directors may not serve on >3 public company boards; Ms. Miller serves on ODFL, Tyson, and Celsius, which is within the limit .
Fixed Compensation
| Component | 2024/Policy Detail | Amount |
|---|---|---|
| Annual cash retainer (non-employee director) | Standard | $110,000 |
| Committee chair retainers | Audit Chair $25,000; TCC Chair $20,000; GNC Chair $20,000; Risk Chair $20,000 | As applicable (Ms. Miller is not a chair at ODFL) |
| Lead Independent Director retainer | Additional | $25,000 |
| Meeting fees | None | $0 |
| Cheryl S. Miller – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned or paid in cash | $64,167 |
| Stock awards (grant date fair value) | $146,216 |
| All other compensation | $0 |
| Total | $210,383 |
Performance Compensation
| Equity Award Type (Director) | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Restricted Stock Award (RSA) | May 15, 2024 | 795 | $146,216 | Vests on earlier of one-year anniversary, change in control, death, or disability; forfeited if not serving at vest |
- Director equity policy: Non-employee directors receive annual RSAs (target $165,000; 2024 shares set by dividing $165,000 by 50-day average price); cash retainers paid quarterly; no meeting fees .
- Clawbacks/forfeitures: The 2025 Stock Incentive Plan includes forfeiture/recoupment provisions and prohibits dividends on unearned awards; ODFL policy prohibits hedging/pledging .
Other Directorships & Interlocks
| Company | ODFL Interlock/Conflict | Evidence |
|---|---|---|
| Tyson Foods, Inc. | None disclosed | ODFL reports no compensation committee interlocks and no related person transactions besides Congdon family matters |
| Celsius Holdings, Inc. | None disclosed | Same as above; no disclosed related-party dealings with these companies |
Expertise & Qualifications
- Audit Committee Financial Expert designation by the Board (SEC-defined) .
- NACD Directorship Certified® (continuing director education and governance best practices) .
-
20 years corporate finance, public company shareholder matters, and CEO experience, including capital markets stewardship .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Cheryl S. Miller | 795 | * | Beneficial ownership at March 13, 2025; less than 1% |
| Pledging/Hedging | — | — | Company policy prohibits hedging/pledging; as of March 13, 2025, no directors or executive officers had pledged ODFL stock |
| Unvested director RSA (as of 12/31/2024) | 795 | — | The May 15, 2024 RSA remained unvested at YE 2024 and vests per director rules |
Governance Assessment
- Strengths: Independent director with audit-financial-expert credentials on Audit Committee; Risk Committee service aligns with ODFL’s cybersecurity/business continuity oversight; NACD certification indicates governance literacy and ongoing education; attendance standards met at Board level; robust trading policy (no hedging/pledging) and stock ownership requirements (directors must hold ≥5x cash retainer) support alignment .
- Alignment & incentives: Director pay balanced between cash retainer and time-based equity; no meeting fees; independent consultant reviews director compensation; pay structure consistent with peer practices and capped under the 2025 Plan; high say-on-pay support (97% in 2024) signals broad investor confidence in ODFL’s compensation governance, though say-on-pay targets executives rather than directors .
- Potential watch items: Multi-board workload—she sits on three public boards, meeting ODFL’s limit but at the cap; continued monitoring of attendance and committee engagement is prudent; ODFL’s Congdon family retains significant ownership influence (~12%), increasing importance of strong independent oversight across Audit and Risk committees .
Overall, Cheryl Miller’s finance depth and audit leadership credentials, coupled with independence and policy alignment, support board effectiveness and investor confidence at ODFL. No related-party issues or pledging/hedging red flags were disclosed for her; committee assignments (Audit and Risk) are well-matched to her skillset .