David Congdon
About David Congdon
David S. Congdon (age 68) serves as Executive Chairman of Old Dominion Freight Line (ODFL). He was first elected to the Board in 1998 and has held leadership roles including CEO (2008–2018), Vice Chairman & CEO (2015–2018), President & COO (1997–2007), and various operations roles (1978–1997) . ODFL reported 2024 revenue of $5.8B, net income of $1.2B, and operating ratio of 73.4%; five- and ten-year compound annual TSR were 23.3% and 21.6%, respectively, underscoring long-term value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Old Dominion Freight Line | Executive Chairman | 2018–Present | Board leadership; strategic oversight leveraging prior CEO experience |
| Old Dominion Freight Line | CEO | 2008–2018 | Led geographic expansion and acquisitions; sustained profitability, shareholder value growth |
| Old Dominion Freight Line | Vice Chairman & CEO | 2015–2018 | Oversaw strategy and operations during continued growth |
| Old Dominion Freight Line | President & COO | 1997–2007 | Drove operational execution across LTL network |
| Old Dominion Freight Line | Operations/Maintenance/Engineering roles | 1978–1997 | Built deep operational/regulatory expertise in LTL |
External Roles
No external public-company directorships disclosed for David S. Congdon in the 2025 proxy .
Fixed Compensation
| Component | FY 2024 Amount ($) | Notes |
|---|---|---|
| Base Salary | 488,735 | Approved by Talent & Compensation Committee, ratified by Board |
| Cash Bonuses | 2,141,695 | Company-disclosed cash bonuses |
| Other Benefits | 34,937 | Company-disclosed “other benefits” |
| Total Cash + Other | 2,665,367 | Sum of components |
- Talent & Compensation Committee annually reviews Mr. Congdon’s compensation and the Board ratifies it .
Performance Compensation
Program-level terms (individual award details for Mr. Congdon not disclosed in the 2025 proxy):
- RSAs: Earned based on Company operating ratio; vest 33% annually over 3 years; 0–150% of base salary grant opportunity. 2024 OR of 73.4% resulted in 2025 RSA grants equal to 100% of base salary for named executive officers (granted Feb 2025) . Vesting accelerates under double-trigger change-in-control if awards aren’t assumed/substituted .
- 2024 PBRSUs (pre-2025 design): One-year pre-tax income growth metric; 0–200% of base salary target; one-third vests at performance certification, remaining one-third annually thereafter. None were earned for 2024 due to no pre-tax income growth .
- 2025 PBRSUs (new design): Three-year relative TSR vs Dow Jones Transportation Average; threshold 30th percentile (50% payout), target 55th percentile (100%), max 80th+ percentile (200%), with cap at target if absolute TSR is negative; vests after 3-year period upon certification .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Operating Ratio (RSA funding) | N/A | Scale-based, 0–150% of base | 73.4% (FY 2024) | 100% of base salary for NEOs (granted Feb 2025) | 33% per year over 3 years |
| Pre-tax Income Growth (2024 PBRSU) | N/A | Growth vs prior year | No growth | 0% earned | 1/3 at certification; 1/3 on each anniversary (if earned) |
| Three-year Relative TSR (2025–2027 PBRSU) | N/A | 55th percentile target | N/A (in-progress) | 0–200% of target; capped at 100% if absolute TSR negative | At end of 3-year period |
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Key Details |
|---|---|---|---|
| David S. Congdon | 11,331,797 | 5.3% | Includes 176,491 shares in 401(k); multiple family trusts (trustee/co-trustee/shared with spouse); 150,790 shares via other family member trusts |
Alignment, pledging, and policies:
- None of ODFL’s directors or executive officers have pledged ODFL stock as of March 13, 2025 .
- Securities Trading Policy prohibits hedging, pledging, margin accounts for directors/officers/employees .
- Stock Ownership Policy requires minimum ownership multiples: CEO 6x salary; CFO/COO/President 2x; other executives 1.5x; directors 5x annual cash retainer; plus 12-month post-vesting holding requirements .
Employment Terms
- Employment agreements: Company states “No employment agreements for executives” .
- Clawback Policy: Updated in Oct 2023 to comply with Exchange Act Section 10D and Nasdaq; recoupment of incentive comp in event of covered restatements .
- Severance & Change-of-Control: ODFL maintains a Change-of-Control Severance Plan for key executives; benefits depend on title (e.g., CEO 3x salary+bonus; SVP+ 2.5x), 36-month window post-CoC, double-trigger vesting in equity plans; non-compete/non-solicit/confidentiality apply . The proxy specifically lists named executive officers as plan participants; participation of Mr. Congdon is not disclosed .
- Securities Trading Policy: Prohibits hedging/pledging; margin accounts .
Board Governance
- Board leadership separated CEO and Chair roles since 2008; Executive Chairman role leverages former CEO experience .
- Lead Independent Director: Leo H. Suggs served since 2018; Board elected John D. Kasarda to serve following Mr. Suggs’ retirement .
- Independence: Eight of twelve nominees are independent; David S. Congdon is Executive Chairman and not independent .
- Committees: All standing committees (Audit; Talent & Compensation; Governance & Nomination; Risk) comprised solely of independent directors; Mr. Congdon is not a member of these committees .
- Attendance: Board held six meetings in 2024; all incumbent directors attended ≥75% of aggregate meetings; all directors then in office attended the 2024 Annual Meeting .
Director Compensation
- As an employee, Mr. Congdon received no director cash retainer or director RSAs for Board service in 2024 .
Performance & Track Record
| Metric | FY 2024 | 5-Year TSR | 10-Year TSR |
|---|---|---|---|
| Revenue ($B) | 5.8 | — | — |
| Net Income ($B) | 1.2 | — | — |
| Operating Ratio (%) | 73.4 | — | — |
| TSR (CAGR) | — | 23.3% | 21.6% |
Additional long-term metrics:
- 10-year CAGR: Revenue 7.6%; Pre-tax income 13.7% .
Compensation Committee Analysis
- Independent consultant: Pearl Meyer engaged; peer group of 15 transportation/logistics names (e.g., JB Hunt, XPO, Saia, Union Pacific, CSX, CP Kansas City, etc.) .
- Findings: Aggregate executive total direct comp and Company performance/TSR above 75th percentile; pay structure more variable than market; strong alignment of pay and performance .
- Practices: Pay-for-performance emphasis; equity with multi-year vesting; significant ownership/retention requirements; no tax gross-ups; no guaranteed increases .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support approximately 97% of votes cast; committee continues outreach and program alignment with shareholder interests .
Related Party Considerations
- Family holdings: Congdon family affiliates beneficially owned ~12% of common stock at record date .
- Related party transaction: Compensation for Christopher M. Harrell (Mr. Congdon’s son-in-law) reviewed and approved by Audit Committee; resigned Dec 2024 .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; none pledged as of record date .
- No tax gross-ups; clawback policy in place .
- Governance mitigants: separation of Chair/CEO; Lead Independent Director; all committees independent .
Compensation & Incentives Structure Overview (Company-Level)
| Element | Mechanism | Performance Linkage | Limits/Vesting |
|---|---|---|---|
| Monthly PIP cash incentive | % of monthly pre-tax income; threshold 2% of revenue | Direct link to profitability; formulaic | Cap: lesser of 10x base salary or 1.5% of Company pre-tax income |
| RSA | Operating ratio funding | OR threshold/scale; challenging hurdles | Vests 33% annually over 3 years; change-of-control double-trigger terms |
| PBRSU (pre-2025) | Annual pre-tax income growth | 0–200% of base salary target | 1/3 immediate vest if earned; remaining annually; none earned in 2024 |
| PBRSU (2025+) | 3-year relative TSR vs DJTA | Threshold 30th (50%), Target 55th (100%), Max 80th+ (200%) | Vests post 3 years; cap at 100% if absolute TSR negative |
Investment Implications
- Strong alignment: Very large personal stake (5.3%), no pledging, and strict anti-hedging policy support long-term alignment; governance mitigants (Lead Independent Director, independent committees) offset dual-role concerns of Executive Chairman .
- Cash incentive cyclicality: PIP can drive high cash payouts in strong profit periods and lower payouts in weak periods; equity awards tied to OR and TSR improve multi-year alignment and retention, with robust clawback and ownership policies reducing risk of misalignment .
- Retention/transition risk: No executive employment agreements; change-of-control severance exists for key executives but Mr. Congdon’s participation is not disclosed; overall board structure and succession (CEO Freeman; Congdon as Executive Chairman) appear stable .
- Governance watchpoints: Family ownership concentration (~12%) and a related-party employment case were transparently governed through Audit Committee; say-on-pay support high, suggesting limited compensation friction with shareholders .