Gregory Plemmons
Executive Vice President and Chief Operating Officer at ODFL
Executive
About Gregory Plemmons
Gregory B. Plemmons (age 60) is Executive Vice President and Chief Operating Officer of Old Dominion Freight Line (ODFL), appointed July 2023; he joined ODFL in April 1997 and has 36 years of transportation industry experience spanning operations and sales leadership . During 2024, ODFL generated $5.8B revenue, $1.2B net income and an operating ratio of 73.4%, with five- and ten-year compound annualized TSR of 23.3% and 21.6%, respectively—context for performance-linked pay design . ODFL also highlights operational excellence (e.g., 99% on-time service; 0.1% cargo claims ratio in Q3 2025), underscoring the execution focus tied to incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Old Dominion Freight Line | Executive Vice President & Chief Operating Officer | Jul 2023–present | Oversees operations; core role in executing yield, service, and capacity strategy |
| Old Dominion Freight Line | Senior Vice President – Sales | Jan 2019–Jul 2023 | Led commercial growth and revenue quality initiatives |
| Old Dominion Freight Line | Vice President – Field Sales | Sep 2013–Jan 2019 | Managed field sales organization and customer acquisition |
| Old Dominion Freight Line | Vice President – OD Global | Dec 2002–Sep 2013 | Led international logistics and multimodal development |
| Old Dominion Freight Line | Various operations and sales roles | Apr 1997–Dec 2002 | Built foundational operations/sales expertise |
External Roles
No external directorships or public company board roles disclosed in the proxy for Mr. Plemmons .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 495,619 | 568,682 | 646,482 |
| Stock Awards ($) | 928,521 | 762,767 | 1,478,113 |
| All Other Compensation ($) | 33,232 | 31,877 | 32,870 |
| Base Salary Progression | 2023 | 2024 | 2025 |
|---|---|---|---|
| Annual Base Salary ($) | 628,074 (annualized post-promotion) | 646,916 | 666,324 |
| All Other Compensation Detail (2024) | Amount ($) |
|---|---|
| Life insurance premiums | 1,980 |
| Executive health program | 2,600 |
| Corporate automobile benefits | 766 |
| Company contributions to 401(k) | 22,541 |
| Vested restricted stock accumulated dividends | 4,983 |
| Total | 32,870 |
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| PIP (monthly cash) | Company pre-tax income (threshold: >2% of revenue per month) | N/A | Participation factor set by TCC | 2024 pre-tax income decreased ~5.5% YoY | $4,672,790 in 2024 | Paid monthly; subject to caps (≤10x base salary; ≤1.5% of company pre-tax income) |
| RSAs (performance-based restricted stock) | Operating ratio (prior year) | N/A | Determined as % of base salary based on OR | 2024 grants set at 110% of base salary; 2025 at 100% based on 73.4% OR | $780,590 grant FV (2024) | 33% vest annually over 3 years; double-trigger CoC acceleration if not assumed/substituted |
| PBRSUs (2024 design) | Annual pre-tax income growth | N/A | 0–200% of base salary potential | No growth; none earned | $0 | 1/3 vest post-performance; then annually thereafter if earned |
| PBRSUs (2025 design) | 3-year relative TSR vs Dow Jones Transportation Average | N/A | Threshold 30th pct (50% payout); Target 55th pct (100%); Max 80th+ (200%); capped at target if absolute TSR negative | Performance period 2025–2027 | 0–200% of target | Vest after TCC certification of 2027 results; pro-rata vesting upon death/disability/qualified retirement |
| PIP Participation & Payouts | 2023 | 2024 | 2025 |
|---|---|---|---|
| Participation factor (%) | 0.30 (effective 7/1/2023) | 0.30 | 0.30 |
| Annual payout ($) | 4,012,039 | 4,672,790 | — |
| RSA Grants at Grant Value ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Grant-date fair value | 468,480 | 612,517 | 780,590 |
| Stock Vested in 2024 | Shares (#) | Value Realized ($) |
|---|---|---|
| PBRSU | 2,494 | 542,869 |
| Restricted Stock | 3,608 | 785,253 |
Equity Ownership & Alignment
| Beneficial Ownership | Shares (#) | % of Shares Outstanding |
|---|---|---|
| Plemmons beneficially owned shares (incl. trust and 401(k)) | 35,339 | ≈0.017% (35,339 ÷ 212,147,030) |
- None of ODFL’s directors or executive officers have pledged company stock; hedging, short sales, margin accounts, or pledging are prohibited under ODFL’s securities trading policy .
- Stock ownership guidelines require 2.0x annual base salary for the COO, with 50% net-share retention for 12 months post-vesting even after thresholds are met; unearned PBRSUs and phantom stock do not count toward guidelines .
- Unvested awards outstanding at 12/31/2024: RSA 3,610 (2024 grant) $636,804; RSA 2,232 (2023) $393,725; RSA 990 (2022) $174,636; PBRSU 988 (2022) $174,283; market values at $176.40/share .
- Vested phantom stock (stock-settled upon qualifying events): 62,504 units, market value $11,025,706 at $176.40/share; distributions typically in 24 equal monthly installments following settlement trigger .
| Outstanding Equity Awards (Unvested at 12/31/2024) | Grant Date | Unvested (#) | Market Value ($) |
|---|---|---|---|
| RSA (2016 Plan) | 2/7/2024 | 3,610 | 636,804 |
| RSA (2016 Plan) | 2/8/2023 | 2,232 | 393,725 |
| RSA (2016 Plan) | 2/9/2022 | 990 | 174,636 |
| PBRSU (2016 Plan, 2022 earned) | 2/9/2022 | 988 | 174,283 |
Employment Terms
- No employment agreements for executives; significant emphasis on variable, performance-based pay; robust clawback policy updated Oct 2023 to comply with Exchange Act Section 10D/Nasdaq .
- Change-of-control (CoC) severance plan: double-trigger required; for SVP+ roles (including COO) severance equals 2.5× (base salary + 3-year average bonus) paid monthly over 12 months, with welfare benefits continuation up to 24 months; certain tenured executives (incl. Plemmons) qualify for 36 months of severance under prior plan—overall cap 3× base+bonus .
- Equity awards under 2016/2025 plans accelerate if not assumed/substituted in a CoC; if assumed, vesting accelerates upon termination without cause or for good reason within six months before or one year after CoC (double-trigger) .
- Securities trading policy: prohibits hedging/pledging/margin accounts; reinforces alignment and mitigates risk indicators .
| Potential Payments (Assuming Event on 12/31/2024) | Without Cause Termination ($) | CoC Without Termination ($) | CoC With Qualifying Termination ($) |
|---|---|---|---|
| Gregory B. Plemmons | 1,379,448 | 1,379,448 | 15,348,523 total |
| Breakdown of CoC With Qualifying Termination | — | — | Severance Plan $13,933,452; Welfare Benefits $35,623; RSA acceleration $1,205,165; PBRSU acceleration $174,283 |
Compensation Structure Analysis
- High at-risk pay: PIP paid monthly and scaled to pre-tax income; 2024 payout increased due to post-promotion factor step-up despite lower company pre-tax income, highlighting formulaic linkage rather than discretionary adjustments .
- Shift in long-term incentives to TSR: 2025 PBRSUs moved from annual pre-tax income growth to 3-year relative TSR with target above 55th percentile and cap if absolute TSR negative, strengthening shareholder value alignment and limiting windfalls in down markets .
- RSAs remain tied to operating ratio, with earned grants vesting over three years—2024 RSAs at 110% of salary; 2025 at 100% based on 73.4% OR, reinforcing cost discipline and profitability focus .
- No tax gross-ups; strong clawback; no employment agreements—shareholder-friendly features reduce governance red flags .
Equity Ownership & Alignment (Detailed)
| Policy/Status | Detail |
|---|---|
| Ownership guideline | COO required to hold 2.0× base salary in eligible equity; 50% net-share retention for 12 months on new vestings |
| Pledging/hedging | Prohibited; none of executives/directors have pledged stock as of record date |
| Beneficial holdings | 35,339 shares including trust and 401(k); less than 1%—≈0.017% of 212,147,030 shares outstanding |
| Unvested awards | See outstanding equity awards table above |
| Phantom stock | 62,504 vested units to be stock-settled upon qualifying events; distribution typically over 24 months |
Performance & Track Record
- Company execution under Plemmons’ operations leadership is consistent with best-in-class service metrics (e.g., 99% on-time; 0.1% cargo claims) through Q3 2025 despite softer macro volume—supporting the yield-over-volume strategy .
- Long-term TSR performance (five-year 23.3%; ten-year 21.6%) and disciplined capital deployment underpin pay-for-performance design .
Compensation Peer Group & Say-on-Pay
- Peer group includes 15 transportation/logistics names (e.g., JBHT, SAIA, XPO, UNP); program reviewed by independent consultant Pearl Meyer; ODFL does not benchmark to a fixed percentile for any NEO .
- Strong shareholder support: ~97% “say-on-pay” approval at 2024 Annual Meeting .
Investment Implications
- Alignment: Prohibitions on hedging/pledging, robust clawback, and ownership/retention requirements reduce misalignment and signal governance strength .
- Incentive quality: Migration to 3-year relative TSR PBRSUs with downside cap and continued OR-based RSAs should better link pay to shareholder value while curbing overpayment in down cycles—supportive of long-term execution focus .
- Retention/CoC economics: Double-trigger CoC protection (≈$15.35M total exposure for Plemmons) and 36-month severance eligibility enhance retention but represent material cost on change-of-control; monitor for transaction scenarios .
- Near-term selling pressure: 2024 vesting activity and ongoing RSA vesting imply routine supply, but large phantom stock only settles upon qualifying events—limited near-term selling pressure unless separation occurs .