John Congdon Jr.
Director at ODFL
Board
About John R. Congdon, Jr.
John R. Congdon, Jr. (age 68) has served on Old Dominion’s Board since 1998; he is a cousin of Executive Chairman David S. Congdon and is not classified as an independent director under Nasdaq standards. He is a private investor with more than 40 years in trucking, previously serving as Chairman and CEO of Old Dominion Truck Leasing, Inc. and Dominion Dedicated Logistics, Inc. prior to their acquisition by Penske Truck Leasing in July 2017, bringing deep expertise in dedicated logistics, fleet management, and equipment transactions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Old Dominion Truck Leasing, Inc. | Chairman & CEO | Through July 2017 (acquired by Penske) | Led dedicated logistics and fleet management businesses; board leadership experience |
| Dominion Dedicated Logistics, Inc. | Chairman & CEO | Through July 2017 (acquired by Penske) | Oversaw logistics operations and equipment purchasing/sales |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed |
Board Governance
- Independence: Not independent (Board’s designated independent directors do not include Congdon, Jr.) .
- Committees: No committee assignments (Audit, Talent & Compensation, Governance & Nomination, Risk) shown for Congdon, Jr. .
- Attendance: All directors present at the May 15, 2024 Annual Meeting; Board met six times in 2024; all incumbents attended ≥75% of aggregate Board/committee meetings during their service .
- Lead Independent Director: Leo H. Suggs served as LID through retirement; Board elected John D. Kasarda as LID thereafter .
- Executive sessions of independent directors: Five in 2024 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $101,667 | Actual fees earned by Congdon, Jr.; base member retainer structure was $110,000, paid quarterly . |
| Committee chair fees | — | Audit Chair $25,000; TCC/GNC/RC Chairs $20,000; LID $25,000; not applicable to Congdon, Jr. in 2024 . |
| Meeting fees | None | No additional pay for meeting attendance; expenses reimbursed . |
| All other compensation | $819 | Accumulated dividends paid on vesting of prior RSA grant . |
| Total | $248,702 | Sum of cash, stock award grant-date value, and other . |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting/Conditions |
|---|---|---|---|---|
| Restricted Stock Award (RSA) | May 15, 2024 | 795 shares | $146,216 | Vests upon earliest of 1-year anniversary, change of control, death, or disability; non-employee directors’ awards are time-based, not performance-based . |
- Director equity sizing: Annual RSA target value $165,000, shares determined by $165,000 divided by 50-day avg price ($207.34); grant-date fair value based on closing price ($183.92) .
- Performance metrics: None for director RSAs; all director equity is service-based (no TSR/financial hurdles) .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Old Dominion Truck Leasing, Inc.; Dominion Dedicated Logistics, Inc. | Former Chairman & CEO | Historical operating roles; no current related-party transactions disclosed involving Congdon, Jr. . |
Expertise & Qualifications
- 40+ years in trucking; extensive knowledge of dedicated logistics and fleet management services; experience in purchase/sale of equipment .
- Prior board leadership (chairman) experience; contributes board management acumen .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Outstanding | Ownership Detail |
|---|---|---|---|
| John R. Congdon, Jr. | 9,507,799 | 4.5% | Direct: 795 shares; trustee of family trusts: 3,114,257; co-trustee shared voting/investment: 782,122; another trust: 3,891,179; includes 1,719,446 in GRAT Remainder Trust for which he disclaims beneficial ownership . |
| Pledging/Hedging | — | — | None of directors/executives have pledged Company stock; trading policy prohibits hedging, short sales, holding in margin accounts or pledging . |
| Director Ownership Guidelines | — | — | Directors required to hold 5× annual Board cash retainer; applicable retention rules on vested shares . |
Governance Assessment
- Board effectiveness: No committee roles and non-independent status limit committee oversight influence; tenure (since 1998) provides long industry continuity and operating insight .
- Alignment and skin-in-the-game: Significant beneficial ownership (4.5% of shares) aligns interests with shareholders; no pledging/hedging permitted by policy, reducing alignment risk .
- Independence and interlocks: Family relationship with Executive Chairman (cousins) and large family trust holdings indicate potential influence concentration; however, related-party transactions are subject to Audit Committee review under a formal policy .
- Engagement: Attendance thresholds met; present at annual meeting; independent directors conducted five executive sessions in 2024, with LID facilitating oversight .
- Director pay: Cash + time-based equity structure is standard; no meeting fees; equity vests in one year, supporting modest retention; total 2024 director compensation for Congdon, Jr. was $248,702 .
RED FLAGS
- Not independent with a direct family tie to Executive Chairman; oversight risks from familial influence and substantial family ownership (Congdon affiliates ~12% in aggregate) .
- No committee assignments, reducing direct involvement in audit/compensation/governance risk oversight .
Mitigants
- Formal Related Person Transactions Policy with Audit Committee approval; prohibition of hedging/pledging; stock ownership policy enhancing alignment; independent LID structure with regular executive sessions .