Ross Parr
Senior Vice President - Legal Affairs, General Counsel and Secretary at ODFL
Executive
About Ross Parr
Ross H. Parr (age 53) serves as Senior Vice President – Legal Affairs, General Counsel and Secretary at Old Dominion Freight Line (ODFL), appointed effective January 2016 after prior roles as VP – Legal Affairs, General Counsel and Secretary since May 2012, and Deputy General Counsel since joining ODFL in August 2011; previously he was an associate (2003–2007) and member (2008–2011) at Womble Carlyle Sandridge & Rice (now Womble Bond Dickinson) . Company performance under the executive team includes 2024 revenue of $5.8B, net income of $1.2B, and operating ratio of 73.4%; 5-year and 10-year compound annualized total shareholder returns were 23.3% and 21.6% through 12/31/2024 . ODFL invested $771.3M of 2024 capex to expand capacity and technology while repurchasing $967.3M of stock and paying $223.6M in dividends, reinforcing a long-term focus on service quality and profitable growth .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Old Dominion Freight Line | SVP – Legal Affairs, General Counsel & Secretary | Jan 2016–present | Oversees legal affairs, corporate secretary functions; supports governance, compliance, and risk oversight . |
| Old Dominion Freight Line | VP – Legal Affairs, General Counsel & Secretary | May 2012–Jan 2016 | Built internal legal capabilities; supported corporate governance and SEC compliance . |
| Old Dominion Freight Line | VP, Deputy General Counsel & Assistant Secretary | Aug 2011–May 2012 | Established legal operations and internal advisory function . |
| Womble Carlyle Sandridge & Rice (Womble Bond Dickinson) | Member (Partner) | Jan 2008–Aug 2011 | Led legal matters; advanced corporate and regulatory expertise relevant to transportation . |
| Womble Carlyle Sandridge & Rice | Associate | Aug 2003–Dec 2007 | Developed foundational legal skills in corporate and regulatory practice . |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $501,440 | $516,483 | $531,978 |
| All Other Compensation ($) | $44,467 | $45,515 | — (not disclosed) |
- Perquisites and benefits include participation eligibility in 401(k) and a nonqualified deferred compensation plan; executives may elect vehicle allowance and personal use of fractional aircraft with taxable value reflected in “All Other Compensation” . In 2024, Parr elected a vehicle allowance and participated in the executive health program ($2,600 cost), both included in “All Other Compensation” .
Performance Compensation
PIP (Non-Equity Performance Incentive Plan)
- Structure: Monthly payout = Monthly pre-tax income × participation factor, payable only if monthly pre-tax income > 2% of revenue; capped at 10× base salary and 1.5% of Company pre-tax income .
- Participation Factor: 0.18% for 2024 and 2025 .
- 2024 payout: $2,803,674; 2023 payout: $2,965,998 (2023 decrease reflects lower pre-tax income, with mid-2023 factor changes affecting other executives) .
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| PIP Participation Factor (%) | 0.18% | 0.18% | 0.18% |
| PIP Payout ($) | $2,965,998 | $2,803,674 | — (current-year payouts not disclosed) |
Equity Incentives (RSAs and PBRSUs)
- RSAs: Performance-based, funded by prior-year operating ratio; vest in three equal annual installments, generally 33% per year; double-trigger change-of-control acceleration if not assumed/substituted or upon qualifying termination .
- PBRSUs (pre-2025): One-year performance metric based on pre-tax income growth, with payout range 0–200% of target and vesting one-third after performance and annually thereafter; none earned in 2024 due to no pre-tax income growth .
- PBRSUs (2025 design): Three-year relative TSR vs. Dow Jones Transportation Average; threshold 30th percentile (50% of target), target 55th percentile (100%), maximum 80th percentile+ (200%); capped at 100% if 3-year absolute TSR is negative; SVPs target 50% of 2025 base salary; vest following certification of 2027 results with pro-rata vesting on death, disability, or qualified retirement .
| RSA Value at Grant ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Parr | — (not an NEO in 2022) | $583,611 | $623,175 |
| 2024 PBRSU Details | Target as % of Base | Target PBRSUs (#) | Earned (#) |
|---|---|---|---|
| Parr | 50% | 1,310 | 0 |
| 2025 PBRSU Program (Relative TSR) | Threshold (30th pct) | Target (55th pct) | Max (80th pct+) | Cap if 3-yr TSR < 0 |
|---|---|---|---|---|
| Applicable % of Target Earned | 50% | 100% | 200% | 100% |
Vesting activity (2024):
- Stock vested: Parr received 2,446 PBRSUs ($532,421) and 3,510 RSAs ($763,926) vesting in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 42,144 shares; includes 620 shares in 401(k) |
| Ownership as % of Shares Outstanding | <1% (“* Less than 1%”) |
| Unvested RSAs at 12/31/2024 | 2,882 ($508,385), 2,126 ($375,026), 942 ($166,169) |
| Unvested PBRSUs at 12/31/2024 | 942 ($166,169) |
| Phantom Stock (Vested Outstanding) | 27,658; market value $4,878,871 at $176.40/share (12/31/2024); settles in 24 monthly installments in stock under the 2016/2025 Plans |
| Stock Ownership Guidelines | Other executive officers must hold ≥1.5× base salary; 50% net-share retention for 12 months post-vesting/exercise even after meeting thresholds |
| Hedging/Pledging | Prohibited, including short sales and margin/pledging; none of executives/directors have pledged ODFL stock as of 3/13/2025 |
Insider transactions (recent):
- 2/12/2025: Acquisition of 2,760 common shares (non-open market grant/award), direct ownership 41,524; 620 shares via 401(k) .
- 2/9/2025: Disposition of 540 shares to cover taxes at $197.20/share (tax payment) .
Employment Terms
- No individual employment agreements; compensation is at-risk and performance-based; no tax gross-ups; robust clawback policy updated Oct 2023 consistent with SEC/Nasdaq rules .
- Severance Plan (Key Executives): Double-trigger, applies within 36 months post-change-of-control; for SVPs, monthly termination compensation equals 2.5× (base + 3-year avg bonus) / 12 paid for 12 months; welfare benefits for up to 24 months; subject to confidentiality, non-compete, non-solicit, and non-disparagement .
- Change-of-control acceleration: Unvested RSAs/PBRSUs accelerate if not assumed/substituted, or upon qualifying termination; PBRSUs vest to extent earned post-performance period; RSAs immediately vest per plan .
| Scenario (as of 12/31/2024) | Amount |
|---|---|
| Termination without cause (no change in control) | $1,215,749 |
| Change in control without termination (acceleration if not assumed/substituted) | $1,215,749 (equity only per plan mechanics) |
| Change in control with qualifying termination | $10,095,328 total = $8,855,830 Severance Plan + $23,749 welfare + $1,049,580 accelerated RSAs + $166,169 accelerated PBRSUs (at $176.40/share) |
Investment Implications
- Alignment: Pay mix is highly variable and performance-based (PIP and equity), with explicit prohibitions on hedging/pledging, strong stock ownership requirements, and a clawback framework—supporting long-term shareholder alignment .
- Retention: Significant unvested RSAs, 2022 PBRSUs rolling vest schedule, and sizeable vested phantom stock settling over 24 months create ongoing equity-based retention and predictable share issuance cadence; double-trigger severance (2.5× for SVPs) mitigates change-of-control turnover risk .
- Performance Levers: RSAs tied to operating ratio and 2025 PBRSUs tied to 3-year relative TSR sharpen focus on profitability and shareholder returns; 2024 PBRSUs paid zero, demonstrating strict pay-for-performance discipline .
- Trading Signals: Recent Form 4 filings show non-open market equity grants and small tax-withholding-related sales around vesting/grant dates—typically non-directional flow but indicative of periodic supply near vesting events .
- Governance Support: Strong say-on-pay (97% support in 2024) and independent consultant reviews of peer alignment (Pearl Meyer) bolster confidence in compensation governance and market competitiveness .