John Kasarda
Lead Independent Director at ODFL
Board
About John D. Kasarda
John D. Kasarda, Ph.D. (age 79), has served on Old Dominion’s Board since 2008 and is designated to become Lead Independent Director following the 2025 annual meeting. He is CEO/President of Aerotropolis Business Concepts LLC, President of Aerotropolis Institute China, and faculty at UNC’s Kenan-Flagler Business School; he holds a Ph.D. in Sociology and is known as the leading developer of the “aerotropolis” concept integrating air logistics and surface transport for airport-linked development . The Board classifies him as an independent director under Nasdaq standards .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| UNC – Department of Sociology | Former Chair | Not disclosed | Academic leadership; governance and policy experience |
| Logistics (international journal) | Former Editor-in-Chief | Not disclosed | Domain expertise in transportation and supply chain |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Aerotropolis Business Concepts LLC | CEO & President | Strategy and airport-linked economic development focus |
| Aerotropolis Institute China | President | International logistics and development expertise |
| UNC Kenan-Flagler Business School | Faculty | Governance and strategy perspective; stakeholder governance focus |
Board Governance
- Independence and leadership: The Board deems Dr. Kasarda independent and has elected him to serve as Lead Independent Director after the 2025 meeting; LID duties include presiding over independent director sessions, shaping agendas with the Executive Chair/CEO, and acting as liaison between independent directors and leadership .
- Committee assignments: Chair, Governance and Nomination Committee (GNC); member, Talent and Compensation Committee (TCC) .
- Attendance and engagement: In 2024, the Board met six times; all directors attended at least 75% of Board/assigned committee meetings, and all directors attended the 2024 annual meeting. Committee activity included: Audit (10 meetings), TCC (4), GNC (4), Risk (4) .
- No compensation-committee interlocks: TCC members (including Dr. Kasarda) had no interlocking relationships; none served as Company officers .
Fixed Compensation
| Component | 2024 Policy | Dr. Kasarda 2024 Actual |
|---|---|---|
| Annual cash retainer | $110,000 for non-employee directors; paid quarterly; no meeting fees | $119,583 cash fees |
| Committee chair fees | Audit Chair $25,000; TCC Chair $20,000; GNC Chair $20,000; Risk Chair $20,000 (in addition to base retainer) | Included within cash above (role: GNC Chair) |
| Lead Independent Director fee | $25,000 (in addition to base retainer) | Designated post-2025 meeting; not reflected in 2024 fees |
| Reimbursements | Business/travel and director education expenses reimbursed | $2,319 “All Other Compensation” (charitable match/health program/dividends per proxy footnote) |
Notes:
- Non-employee directors receive annual restricted stock awards; vesting generally on first anniversary, or earlier on change in control, death, or disability .
Performance Compensation
| Equity vehicle | Grant date | Shares granted | Target value basis | Grant-date fair value | Vesting |
|---|---|---|---|---|---|
| Restricted Stock Award (RSA) | May 15, 2024 | 795 | $165,000 ÷ 50-day avg. price ($207.34) → 795 shares (all non-employee directors) | $146,216 (795 × $183.92 close on grant date) | Vests after 1 year or earlier on change in control, death, or disability |
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| None disclosed | — | The proxy biography for Dr. Kasarda does not list any other public company directorships . |
Expertise & Qualifications
- Strategic transport/logistics authority: Leading developer of the aerotropolis concept; brings logistics, transportation, and sustainable development insights .
- Governance and stakeholder perspective: Academic and policy experience; contributes to shareholder/stakeholder governance analysis .
- Board leadership: Chair of GNC overseeing board composition, director evaluations, ESG oversight, and governance policies .
Equity Ownership
| Holder | Shares beneficially owned | % of outstanding | Pledged? | As-of date |
|---|---|---|---|---|
| John D. Kasarda | 14,335 | <1% | None pledged by directors/officers per Company policy and disclosure | March 13, 2025 |
Stock ownership guidelines:
- Directors must hold stock equal to 5× the annual Board cash retainer; director RSAs are eligible holdings under the plan. Individual compliance status is not disclosed .
Related-Party, Hedging/Pledging, Clawback
- Related-party transactions: The Company’s Related Person Transactions Policy requires Audit Committee approval; except as discussed in the proxy, no ongoing related person transactions over $120,000 since the beginning of last fiscal year were disclosed (no items involving Dr. Kasarda) .
- Hedging/pledging: The securities trading policy prohibits hedging, short sales, margin accounts, and pledging by directors, officers, and employees .
- Clawback: Company maintains a clawback policy compliant with Exchange Act Section 10D and Nasdaq standards .
Director Compensation (Detail)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| John D. Kasarda | 119,583 | 146,216 | 2,319 | 268,118 |
Say‑on‑Pay & Shareholder Feedback (Context for TCC oversight)
- Approximately 97% support for 2024 say‑on‑pay; TCC monitors shareholder outreach and adjusted PBRSU design for executives to three‑year relative TSR beginning 2025, aligning pay with long-term value creation .
Governance Assessment
- Positives for investor confidence:
- Independence confirmed; elevated to Lead Independent Director, enhancing independent oversight and agenda-setting authority .
- Active governance roles (GNC Chair; TCC member) and robust committee cadence signal engagement; all directors met attendance thresholds in 2024 .
- No related‑party transactions disclosed involving Dr. Kasarda; strong policies on hedging/pledging and a compliant clawback framework .
- Director pay structure mixes cash retainer with time‑based equity and chair retainers; ownership guideline of 5× retainer supports alignment .
- Watch items:
- Long tenure (director since 2008) can raise independence‑perception questions at some institutions, though the Board has reaffirmed independence and expanded his leadership responsibilities; continued transparent board evaluation and refresh practices (managed by GNC) help mitigate concerns .