Debra King
Director at ODFL
Board
About Debra S. King
Debra S. King (53) is a nominee for independent director at Old Dominion Freight Line (ODFL) in 2025; she is expected to begin as Vice President, Chief Digital and Information Officer at Stryker Corporation in June 2025, with over 20 years of information technology leadership spanning Bunge (CTO), Corteva (CIO), McKinsey (Senior Advisor), and Pfizer IT roles . The Board has determined Ms. King is independent under Nasdaq standards, with no transactions or relationships that would impair independent judgment; the independent directors met five times in 2024 . Ms. King was formally nominated for election at the May 21, 2025 annual meeting following a search led by the Governance and Nomination Committee and a third-party search firm .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stryker Corporation | Vice President, Chief Digital and Information Officer | Expected to begin June 2025 | Digital leadership; enterprise IT oversight |
| Bunge Ltd. | Chief Technology Officer | Dec 2022 – Apr 2025 | Led IT strategy; global technology programs |
| McKinsey & Company | Senior Advisor | Q4 2022 | Advisory on technology transformations |
| Corteva, Inc. | Chief Information Officer | 2017 – 2021 | Led ERP and digital transformation; spin-off IT leadership |
| Pfizer, Inc. | Various IT leadership roles | ~15 years (prior to 2017) | Managed global IT operations and transformation programs |
External Roles
| Entity | Capacity | Status |
|---|---|---|
| Stryker Corporation | Operating executive (VP, CDIO) | Expected to commence June 2025 |
| Public company directorships | — | None disclosed for Ms. King |
Board Governance
- Committee assignments: Audit Committee member (independent) .
- Independence: Determined independent under Nasdaq listing standards; Board found no transactions or relationships interfering with independent judgment .
- Attendance framework: Board held six meetings in 2024; all incumbents attended ≥75% of aggregate Board and committee meetings; directors are expected to attend all Board/committee meetings and the annual meeting .
- Lead Independent Director: John D. Kasarda designated to serve following Leo H. Suggs’ retirement; independent directors met in executive session five times in 2024 .
- Withhold-vote policy: In uncontested elections, a nominee receiving more “withheld” than “for” votes tenders a resignation subject to Board acceptance within 90 days .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $110,000 | Paid ratably quarterly; no meeting fees; business/education expenses reimbursed |
| Annual restricted stock grant (RSA) | $165,000 target value | RSAs generally vest earlier of one-year anniversary, change in control, death, or total disability; forfeiture upon termination before vesting |
| Committee Chair fees | Audit Chair $25,000; Talent & Compensation Chair $20,000; Governance & Nomination Chair $20,000; Risk Chair $20,000 | Additional to base retainer |
| Lead Independent Director fee | $25,000 | Additional to base retainer |
| Stock ownership guideline (directors) | 5x annual Board cash retainer | Must achieve and maintain threshold |
| Hedging/pledging | Prohibited by securities trading policy | No margin accounts or pledging permitted |
Performance Compensation
- Non-employee directors at ODFL receive time-based Restricted Stock Awards; no director-specific performance metrics disclosed for equity awards .
- Forfeiture/recoupment: 2025 Stock Incentive Plan authorizes forfeiture/recoupment for detrimental conduct and requires compliance with any clawback policy .
| Performance Metric | Applied to Director Equity? | Source |
|---|---|---|
| TSR-based or financial metrics | Not disclosed for director RSAs (time-based vesting) |
Other Directorships & Interlocks
| Company | Role | Interlock/Relationship |
|---|---|---|
| — | — | No other public company directorships disclosed for Ms. King |
Expertise & Qualifications
- 20+ years of IT leadership with deep experience in cybersecurity, data privacy, ERP, and digital transformation across global enterprises (Pfizer, Corteva, Bunge; pending Stryker) .
- Brings senior-level executive management perspective and technology oversight aligned with ODFL’s risk oversight emphasis on technology, cybersecurity, and business continuity through the Risk Committee framework .
Equity Ownership
| Date | Shares Beneficially Owned | Notes |
|---|---|---|
| March 13, 2025 (record date) | — (none disclosed) | Proxy security ownership table shows “—” for Ms. King |
| May 21, 2025 (Form 4) | 1,029 shares post-transaction | Award (“A-Award”) of 1,029 common shares; price $0; type of owner “director” |
| May 21, 2025 (Form 3) | Initial statement filed | Form 3 on initial appointment |
| Pledging status (directors/executives) | None pledged as of record date | Company states no pledging by directors/executives |
Insider Trades (Forms 3/4)
| Filing Date | Transaction Date | Form | Type | Shares Transacted | Price | Post-Transaction Ownership | SEC URL |
|---|---|---|---|---|---|---|---|
| 2025-05-22 | 2025-05-21 | 4 | A – Award (RSA/common) | 1,029 | $0.00 | 1,029 | |
| 2025-05-22 | 2025-05-21 | 3 | Initial statement | — | — | — |
Governance Assessment
- Strengths: Independence affirmatively determined; no related-party transactions noted; directors prohibited from hedging/pledging; robust withhold-vote resignation policy; and clawback/recoupment authorized under the 2025 Plan – all supportive of investor alignment .
- Committee fit: Audit Committee placement leverages her large-scale IT transformation and data governance background in contexts where cybersecurity, controls, and systems integrity intersect with financial reporting .
- Alignment signals: Director stock ownership guideline at 5x cash retainer and initial Form 4 award of 1,029 shares begin ownership build; no pledging across directors/executives reported as of the record date .
- Watch items: Limited share ownership at nomination (none as of March 13, 2025) is typical for new directors; confirm ongoing equity accumulation and committee participation/attendance in next proxy for sustained alignment and engagement trend .
RED FLAGS: None disclosed specific to Ms. King. No pledging; no related-party transactions; independence affirmed; director awards subject to clawback/forfeiture policies; no director meeting fees (limits cash incentives for attendance gaming) .