Christopher Kelley
Senior Vice President – Operations at ODFL
Executive
About Christopher Kelley
Christopher J. Kelley (age 55) is Senior Vice President – Operations at Old Dominion Freight Line (ODFL), appointed May 2023. He joined ODFL in July 2002 and has 32 years of transportation industry experience, including leadership of the Central States Region and prior regional sales roles . Company performance context for incentive alignment: 2024 revenue $5.8B, net income $1.2B, operating ratio 73.4% ; five- and ten-year compound annual TSR of 23.3% and 21.6% through 12/31/2024 , with ten-year revenue and pre-tax income CAGR of 7.6% and 13.7% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Old Dominion Freight Line | Senior Vice President – Operations | May 2023–Present | Senior operations leader overseeing network execution and service quality |
| Old Dominion Freight Line | Vice President – Central States Region | Nov 2011–May 2023 | Led a key region; commercial and operational accountability |
| Old Dominion Freight Line | Regional Sales Director | Nov 2004–Nov 2011 | Regional revenue growth and customer development |
External Roles
No external public-company directorships or outside roles disclosed in the proxy biography for Kelley .
Fixed Compensation
- Base salary is a fixed component set to approximate market medians for role; individual base salaries are disclosed only for named executive officers (NEOs), not for Kelley .
- Monthly Performance Incentive Plan (PIP): formulaic cash bonus based on a fixed “participation factor” multiplied by monthly pre-tax income, payable 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 .
| Fixed Pay Element | Structure | Key Constraints |
|---|---|---|
| Base Salary | Reviewed annually; market-informed | NEO examples shown; Kelley’s specific salary not disclosed |
| PIP Bonus | Monthly payout = Monthly Pre-Tax Income × Participation Factor | Threshold: pre-tax income >2% of revenue; cap: ≤10× base salary and ≤1.5% of Company pre-tax income |
Performance Compensation
- Performance-Based Restricted Stock Awards (RSAs): Earned annually based on operating ratio; award opportunity from 0% to 150% of base salary; earned RSAs vest 33% per year over three years; change-in-control features include double-trigger vesting if awards are assumed/substituted .
- Performance-Based RSUs (PBRSUs):
- 2024 design: one-year performance period; metric = annual pre-tax income growth; SVPs targeted 50% of base salary; none earned in 2024 as the minimum threshold was not met .
- 2025 design: three-year relative TSR vs Dow Jones Transportation Average; target hurdle above 50th percentile (set at 55th); payout range 0–200% of target; capped at target if absolute TSR is negative; vest after the 2027 certification; pro-rata vesting for death/disability/qualified retirement .
| Incentive Type | Metric | Target (Role-Based) | Actual/Payout | Vesting | Notes |
|---|---|---|---|---|---|
| RSAs (2025 cycle based on 2024 results) | Operating ratio (73.4% in 2024) | Committee formula yields % of base salary; NEOs earned 100% of base salary | RSAs at 100% of base salary for NEOs; execs follow same formulaic schedule | 33% per year over 3 years (continued service) | Double-trigger vesting on change-of-control if awards are assumed/substituted |
| PBRSUs (2024) | Annual pre-tax income growth | SVPs: 50% of base salary (role policy) | 0% earned (no growth achieved) | 1/3 at performance certification, 1/3 on each anniversary thereafter (if earned) | Change-of-control double-trigger vesting; none earned for 2024 |
| PBRSUs (2025–2027) | 3-year relative TSR vs DJ Transportation Avg. | Target = specified % of base salary (committee-set) | 0–200% of target based on percentile rank; capped at 100% if absolute TSR negative | Vest after 3-year period upon certification; pro-rata for death/disability/qualified retirement | Threshold 30th percentile (50% of target); Target 55th (100%); Max 80th+ (200%) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 12,669 shares; includes 3,332 shares held as trustee of a family trust and 4,242 shares in his 401(k) |
| Ownership % of outstanding shares | Less than 1% (Company table classification) |
| Pledging/Hedging | None of ODFL directors or executive officers have pledged ODFL stock as of 3/13/2025; hedging and pledging prohibited by Company policy |
| Stock ownership guidelines | SVPs/other executive officers: 1.5× annual base salary; 50% net-share retention for 12 months post-vest/exercise even after meeting guideline |
| Vested/unvested equity | Individual unvested awards for Kelley not disclosed; RSAs/PBRSUs vesting mechanics as above |
Employment Terms
| Provision | Economics/Terms | Triggers |
|---|---|---|
| Change-of-Control Severance Plan (SVP or higher) | Monthly severance benefit for 12 months equal to 2.5× (base salary + 3-year avg bonus) ÷ 12; continued welfare benefits up to 24 months; total termination compensation capped at ≤3× (base salary + bonus) aggregate | Qualifying termination within 36 months post-change-of-control (Company termination without cause or by executive for good reason); double-trigger equity vesting rules apply |
| Non-compete, non-solicit, confidentiality | Required for benefit eligibility; specific durations not disclosed in proxy | |
| Clawback | Incentive compensation subject to recoupment upon covered accounting restatements under updated policy compliant with SEC/Nasdaq |
Performance & Track Record
- Company execution: 2024 revenue $5.8B, net income $1.2B, OR 73.4% despite macro softness; ongoing capacity and technology investments ($771.3M capex in 2024) .
- Long-term value creation: five-/ten-year TSR 23.3%/21.6%; revenue and pre-tax income CAGR 7.6%/13.7% over ten years .
- Awards: Mastio Quality Award #1 National LTL Carrier for 2024; ATA President’s Trophy 2023 .
Compensation Peer Group and Governance Signals
- Peer group used for benchmarking includes C.H. Robinson, CP Kansas City, CSX, Expeditors, J.B. Hunt, Norfolk Southern, Union Pacific, XPO, Saia, Schneider, Ryder, Landstar, Hub Group, U-Haul, etc. .
- 2024 say-on-pay support ~97% approval, indicating shareholder alignment with pay design .
- 2025 Plan features: double-trigger change-of-control vesting, prohibition on option/SAR repricing without shareholder approval, minimum vesting standards, prudent share limits and anti–liberal share counting .
Compensation Structure Analysis
- High at-risk pay orientation via PIP and performance equity (RSAs, PBRSUs) aligns compensation with profitability, operating discipline, and shareholder returns .
- 2025 shift from one-year income growth PBRSUs to three-year relative TSR reduces short-term earnings sensitivity, increases market-relative alignment; cap at target if absolute TSR negative mitigates windfall risk .
- No tax gross-ups; strict hedging/pledging prohibitions; robust clawback—shareholder-friendly governance .
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited; none pledged by insiders as of record date—reduces forced selling/pledge risk .
- Change-of-control: Double-trigger mechanics limit single-trigger windfalls; SVP-level severance set by formula with caps—mitigates excessive parachute risk .
- Clawback: Restatement-driven recoupment—accountability .
Investment Implications
- Pay-for-performance alignment: Kelley’s incentives (PIP, RSAs, PBRSUs) are directly tied to profitability, operating ratio, and now multi-year relative TSR—supporting disciplined ops and shareholder-value focus .
- Retention and selling pressure: Three-year vesting, 12-month net-share retention, and ownership guidelines reduce near-term selling pressure and enhance alignment; no pledging permitted .
- Change-of-control economics: SVP-level severance mechanics provide retention through uncertainty while avoiding single-trigger payouts; equity subject to double-trigger—balanced governance .
- Execution risk: The transition to TSR-based PBRSUs introduces market-relative performance dependence; cap on payouts in negative TSR environments contains upside asymmetry .