Kevin Freeman
About Kevin Freeman
Kevin M. Freeman (age 66) is President and Chief Executive Officer of Old Dominion Freight Line (ODFL) since July 2023 and joined ODFL in February 1992, with 45 years of transportation industry experience; he was first elected to the ODFL Board in 2024 . Company pay-versus-performance disclosures show 2024 net income of $1,186,073 thousand and pre-tax income of $1,557,597 thousand, with ODFL’s relative TSR below the 25th percentile over 1-year, ~50th percentile over 3-years, and above the 75th percentile over 5- and 10-year periods .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Old Dominion Freight Line | President & CEO | Jul 2023–present | Leads LTL strategy; long-tenured operator with deep sales/operations expertise |
| Old Dominion Freight Line | EVP & COO | May 2018–Jun 2023 | Oversight of operations; contributed to execution of operational and sales plans |
| Old Dominion Freight Line | SVP – Sales | Jan 2011–May 2018 | Led sales strategy; customer relations and business strategy leadership |
| Old Dominion Freight Line | VP – Field Sales | May 1997–Dec 2010 | Managed field sales; built commercial execution capability |
| Old Dominion Freight Line | Various operations & sales roles | Feb 1992–May 1997 | Early roles in ops/sales; foundation for later leadership |
External Roles
No external directorships or roles were disclosed for Mr. Freeman in the company’s 2025 proxy; skip if not disclosed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 604,024 | 784,387 | 984,842 |
| Stock Awards ($) | 1,692,240 | 1,113,075 | 2,251,915 |
| Non-Equity Incentive (PIP) ($) | 5,513,125 | 7,558,433 | 9,345,580 |
| Change in Pension/Deferred Comp ($) | 6,943 | 2,390 | 665 |
| All Other Compensation ($) | 32,460 | 38,326 | 39,662 |
| Total ($) | 7,848,792 | 9,496,611 | 12,622,664 |
| Base Salary (Approved) | 2023 | 2024 | 2025 |
|---|---|---|---|
| Freeman Base ($) | 956,800 (annualized post-promo) | 985,504 | 1,015,069 |
| All Other Compensation Detail (2024) | Amount ($) |
|---|---|
| Life Insurance Premiums | 3,810 |
| Executive Health Program | — |
| Corporate Automobile Benefits | 7,053 |
| Personal Use of Corporate Aircraft | — |
| Company 401(k) Contributions | 22,562 |
| Vested RSA Accumulated Dividends | 6,237 |
| Total Other | 39,662 |
Performance Compensation
- Cash PIP design: Monthly payout = Monthly pre-tax income × participation factor; threshold requires pre-tax income >2% of revenue; individual payouts capped at 10× base salary and subject to an overall 1.5% of Company pre-tax income limit .
| PIP Factors and Payouts | 2023 | 2024 |
|---|---|---|
| PIP Participation Factor (%) | 0.60% (effective July 1, 2023) | 0.60% |
| PIP Payout ($) | 7,558,433 | 9,345,580 |
| 2024 Plan-Based Equity Awards | Grant Date | Shares/Units | Grant-Date Fair Value ($) |
|---|---|---|---|
| RSA | 2/7/2024 | 5,500 | 1,189,265 |
| PBRSU (Target) | 2/7/2024 | 5,000 | 1,062,650; none earned for 2024 |
| RSA Program (Performance-Determined) | 2022 | 2023 | 2024 |
|---|---|---|---|
| RSA Value at Grant ($) | 570,831 | 746,436 | 1,189,265 |
| Basis | Operating ratio results drive % of salary; multi-year vesting over 3 years |
| 2025 PBRSU Design (Three-year Rel. TSR vs Dow Jones Transportation Avg.) | Threshold | Target | Maximum |
|---|---|---|---|
| TSR Percentile Rank | 30th = 50% of target | 55th = 100% of target | 80th+ = 200% of target (capped at target if absolute TSR negative) |
| Freeman Target PBRSU as % of 2025 Base Salary | — | 100% | — |
Equity Ownership & Alignment
| Beneficial Ownership (as of Mar 13, 2025) | Shares | % of Class | Pledging |
|---|---|---|---|
| Kevin M. Freeman | 69,797 | <1% | None; company policy prohibits hedging/pledging |
| Outstanding Equity Awards (Unvested at Dec 31, 2024) | Grant Date | Type | Units/Shares | Market Value ($) |
|---|---|---|---|---|
| Freeman | 2/7/2024 | RSA | 5,500 | 970,200 |
| Freeman | 2/8/2023 | RSA | 2,720 | 479,808 |
| Freeman | 2/9/2022 | RSA | 1,206 | 212,738 |
| Freeman | 2/9/2022 | PBRSU (earned from 2022 cycle) | 2,410 | 425,124 |
| Stock Vested in 2024 | Award Type | Shares Vested | Value Realized ($) |
|---|---|---|---|
| Kevin M. Freeman | PBRSU | 6,262 | 1,363,050 |
| Kevin M. Freeman | RSA | 4,488 | 976,781 |
| Executive Stock Ownership Guidelines | CEO | President/COO/CFO | Other Exec Officers |
|---|---|---|---|
| Required Ownership (Multiple of Base Salary) | 6.0× | 2.0× | 1.5× (others 1.0×) |
| Retention Rule | Must retain 50% of net shares from vest/exercise until thresholds met; 12-month post-vesting/exercise retention applies to covered grants |
Additional alignment practices: hedging/pledging prohibited; clawback policy applies; independent TCC administration; minimum vesting; no option/SAR repricing; efficient use of equity .
Employment Terms
- No individual employment agreements for executives; no single-trigger cash severance; no tax gross-up payments .
- Deferred compensation: 2024 aggregate balance $227,545; above-market interest credited $11,869; no contributions shown for 2024 .
| Potential Payments (Assuming Event on Dec 31, 2024) | With Cause | Without Cause | Change in Control (No Termination) | Change in Control with Qualifying Termination |
|---|---|---|---|---|
| Kevin M. Freeman | — | 2,087,870 | 2,087,870 (accelerations if awards not assumed) | 27,497,143 total (Severance Plan payments/benefits); welfare benefits $35,623; plus accelerated RSAs $1,662,746 and PBRSUs $425,124 |
Severance mechanics: double-trigger; up to 36 months of severance for Freeman due to prior plan service; CEO termination compensation formula = 3× (base salary + 3-year avg bonus) paid monthly over 12 months; welfare benefits up to 24 months; subject to non-compete/non-solicit/confidentiality and clawbacks .
Board Governance
- Board service: Director since 2024; employee-director (not marked independent; no committee assignments) .
- Board structure: separation of roles (Executive Chairman: David S. Congdon; Freeman is CEO), mitigating CEO/Chair concentration concerns .
- Committee architecture shows 8 of 12 nominees are independent; Freeman holds no committee chair roles .
- Director compensation: as an employee, Freeman received no non-employee director cash retainer or RSAs in 2024 .
Director Compensation (Peers/Framework)
| Role | Annual Cash Retainer ($) | Annual Restricted Stock Grant ($) |
|---|---|---|
| Non-employee director | 110,000 | 165,000 |
Performance & Track Record
- Operational excellence cited; Mastio Quality Award winner 15th consecutive year in 2024 .
- Pay-versus-performance: CAP to Freeman of $11,335,630 (2024) and $10,515,744 (2023); reported SCT totals adjusted per Item 402(v) .
- 2024 company performance: net income $1,186,073k; pre-tax $1,557,597k; TSR value of initial fixed $100 investment shown; peer TSR also provided .
Compensation Structure Analysis
- High proportion of at-risk pay: significant monthly PIP tied to profitability; RSA grants linked to operating ratio; PBRSUs shifted to three-year relative TSR in 2025, with target hurdle at 55th percentile and cap at target if absolute TSR negative, increasing long-term alignment and reducing windfalls in down markets .
- PIP can produce higher-than-market cash compensation during high profitability and lower-than-market in low profitability; capped at 10× salary and 1.5% of pre-tax income to curb outsized payouts .
- No option/SAR repricings; clawback policy in place; hedging/pledging prohibited .
Equity Ownership & Alignment Risks
- Beneficial ownership 69,797 shares; no pledging across directors and executive officers per policy; stock retention requirements enforce ongoing skin-in-the-game .
- Unvested RSA tranches and remaining 2022 PBRSUs create scheduled vesting events; retention rules require holding 50% of net shares for 12 months post-vesting, moderating near-term selling pressure .
Employment & Contracts Risk Flags
- Double-trigger CoC severance; CEO benefits formula at 3× base+bonus; Freeman qualifies for 36 months of severance under prior plan service provisions; no excise tax gross-ups .
- Post-termination covenants (non-compete, non-solicit, confidentiality) linked to benefit eligibility; clawbacks apply .
Say-on-Pay & Shareholder Feedback
- Committee factors include independent consultant review (Pearl Meyer) and strong support in say-on-pay voting results, reinforcing pay-for-performance stance .
Investment Implications
- Alignment positives: 2025 PBRSU redesign to 3-year relative TSR with above-median target and cap if absolute TSR negative strengthens long-term shareholder alignment and reduces unintended payouts in down markets .
- Cash incentive sensitivity: PIP’s monthly formula tightly links CEO cash pay to pre-tax profitability; while payouts can be large in strong years, caps and thresholds constrain excess; investors should monitor pre-tax margin trends for compensation leverage effects .
- Change-in-control economics: Freeman’s potential CoC cash and benefits of $27.5M plus accelerated equity ($1.66M RSAs; $0.43M PBRSUs) imply meaningful transaction costs; double-trigger mitigates immediate payout risk without termination .
- Selling pressure risk: Scheduled vesting plus mandatory 12-month post-vesting retention and ownership minimums reduce near-term sell pressure; pledging/hedging prohibitions further support alignment .