Christopher Brooks
Senior Vice President - Human Resources & Safety at ODFL
Executive
About Christopher T. Brooks
Christopher T. Brooks (age 54) is Senior Vice President – Human Resources & Safety at Old Dominion Freight Line, appointed January 2018 after serving as Vice President – Human Resources from June 2015 to December 2017 . He beneficially owns 39,535 ODFL shares, including 870 shares in his 401(k), with no pledging by any directors or executive officers under the company’s policy . Company performance context: 2024 revenue $5.8B, net income $1.2B, operating ratio 73.4%, and 5- and 10-year compound annualized TSR of 23.3% and 21.6%, respectively, through 12/31/2024 . ODFL’s executive pay program emphasizes pay-for-performance via a monthly cash PIP tied to pre-tax income, RSAs tied to operating ratio, and PBRSUs (as of 2025) tied to three-year relative TSR to the Dow Jones Transportation Average, capped at target when absolute TSR is negative .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Old Dominion Freight Line | Senior Vice President – Human Resources & Safety | Jan 2018–present | Leads HR and safety; supports OD Family culture and human capital programs |
| Old Dominion Freight Line | Vice President – Human Resources | Jun 2015–Dec 2017 | Oversaw HR function during growth and cultural initiatives |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National General Insurance | Senior Vice President – Human Resources | Jan 2015–Jun 2015 | Executive HR leadership at a major insurer (acquired by Allstate in 2021) |
| National General Insurance | Vice President – Human Resources | Jan 2010–Dec 2014 | Led HR operations and programs |
Fixed Compensation
- ODFL does not disclose Christopher Brooks’s individual base salary or bonus amounts in the NEO tables for 2024; program elements below apply firm‑wide to executives.
- Executive compensation elements: base salary (reviewed annually), monthly cash PIP tied to pre-tax income and capped at 10× base salary, and performance-based equity under the stock plan .
Performance Compensation
| Incentive Type | Metric | Key Terms | Threshold/Target/Cap | Vesting |
|---|---|---|---|---|
| Non-Equity Performance Incentive Plan (PIP) | Monthly pre-tax income | Monthly payout equals pre-tax income × participation factor; no payout unless pre-tax income > 2% of revenue; individual payouts capped at 10× base salary and 1.5% of company pre-tax income | Threshold: pre-tax income > 2% of revenue; Cap: 10× base salary and 1.5% of company pre-tax income | Cash, paid monthly if criteria met |
| Performance-Based Restricted Stock Awards (RSAs) | Operating ratio (profitability) | Award size ranges from 0%–150% of base salary based on prior-year operating ratio; no grants if operating ratio > 90% | Performance hurdle schedule set by operating ratio; reductions applied for YoY OR changes at higher grant levels | Vests 33% per year over three years; double‑trigger vesting with change-in-control if awards not assumed/substituted; death/disability triggers vesting |
| Performance-Based RSUs (PBRSUs) – pre-2025 | Annual pre-tax income growth | Earned over one-year period; 0%–200% of target based on growth vs targets | Below threshold: 0%; Target/Max per committee schedule | 1/3 vests post performance period, then 1/3 on each of the next two anniversaries; double-trigger change-in-control; death/disability provisions |
| Performance-Based RSUs (PBRSUs) – 2025 onward | 3-year relative TSR vs DJTA | Target shares set as % of base salary; target at 55th percentile; max at ≥80th percentile (200%); capped at target if absolute TSR negative | Threshold: 30th percentile = 50%; Target: 55th percentile = 100%; Max: 80th+ percentile = 200% (cap at target if absolute TSR < 0) | Vests after committee certifies 2027 results; pro‑rata vesting for qualified retirement, death, disability based on actual performance |
Equity Ownership & Alignment
| Ownership Detail | Amount/Status | Notes |
|---|---|---|
| Shares beneficially owned | 39,535 | “Christopher T. Brooks (12)” in ownership table |
| 401(k) shares | 870 | Footnote (12) specifies 870 shares in 401(k) |
| Percent of shares outstanding | <1% | Table marks “* Less than 1%” |
| Pledging/hedging | None pledged; hedging/pledging prohibited | Company states none of directors/executive officers have pledged ODFL stock; policy prohibits hedging/pledging and margin accounts |
| Ownership guidelines | 1.5× base salary for other executive officers | Executives must hold multiples of salary; retention requirement: hold 50% net shares for 12 months even after threshold met |
Employment Terms
| Term | Key Provision | Notes |
|---|---|---|
| Employment agreement | None | Company policy: no employment agreements for executives |
| Severance/change-in-control plan | Post‑CIC severance for eligible key officers | Monthly severance benefit equal to monthly termination cash compensation for 12 months; welfare benefits continued up to 24 months; calculation equals 2.5× (base salary + 3-year average bonus) / 12 for SVP or higher, and 3× for CEO; double‑trigger required; no tax gross‑ups |
| Non‑compete/non‑solicit/confidentiality | Required for severance benefits | Compliance with confidentiality, non‑compete, non‑solicit, non‑disparagement during/after employment is required to receive plan benefits |
| Clawback | Robust policy compliant with Rule 10D‑1/Nasdaq | Recoupment of incentive compensation upon accounting restatement or per policy; filed in 10‑K exhibits |
| Securities trading policy | No hedging/pledging; margin accounts prohibited | Applies to directors, officers, employees; prohibits short sales and hedging instruments; referenced in 10‑K exhibits |
Compensation Structure Analysis
- Pay-for-performance emphasis: PIP and equity awards tie compensation to profitability (pre-tax income), operating ratio, and, from 2025 onward, three-year relative TSR vs. DJTA, with guardrails capping PBRSU payouts at target if absolute TSR is negative .
- Risk controls: Caps on PIP payouts (10× salary and 1.5% of pre-tax income), multi-year vesting on RSAs/PBRSUs, clawback policy, and strict anti-hedging/pledging trading policy reduce misalignment and excessive risk-taking .
- Shareholder support: Say‑on‑pay approval ~97% at 2024 meeting; 2025 program modifications reflect shareholder outreach and consultant input (Pearl Meyer) .
Compensation Peer Group, Benchmarking, and Governance
- Compensation consultant: Pearl Meyer engaged to review competitiveness, pay-performance alignment, and peer group assessment .
- Peer group used in 2024 analysis includes 15 transportation/logistics names (e.g., JBHT, SAIA, XPO, CSX, UNP) .
- Governance standards: Independent Talent & Compensation Committee oversight; “best practices” embedded in equity plan design, including minimum vesting, no repricing without shareholder approval, double-trigger change-of-control vesting, no dividends on unearned awards, ownership/retention requirements .
Performance & Track Record
| Metric | Value | Notes |
|---|---|---|
| Revenue (FY 2024) | $5.8B | Company performance context |
| Net Income (FY 2024) | $1.2B | Company performance context |
| Operating Ratio (FY 2024) | 73.4% | Profitability benchmark used in RSAs |
| TSR (5-year, to 12/31/2024) | 23.3% CAGR | TSR used in pay-versus-performance and new PBRSU design |
| TSR (10-year, to 12/31/2024) | 21.6% CAGR | Long-term value creation |
Investment Implications
- Alignment and reduced selling pressure: Brooks’s equity ownership, combined with no pledging and mandatory post‑vesting retention (50% of net shares for 12 months), lowers near‑term insider selling pressure and strengthens alignment with shareholders .
- Pay-for-performance linkage: Executive incentives tied to pre-tax income, operating ratio, and relative TSR should align realized pay with shareholder returns; new PBRSU design’s negative absolute TSR cap further protects alignment in down markets .
- Change‑of‑control economics: For SVP-level roles, severance mechanics (2.5× base + bonus applied to monthly benefits over 12 months, welfare continuation up to 24 months, and double‑trigger equity vesting if not assumed) provide retention under strategic uncertainty without tax gross‑ups .
- Transparency caveat: Individual compensation and grant details for Brooks are not disclosed in NEO tables; analysis relies on firm‑wide policies and his disclosed beneficial ownership .