Steven Hartsell
About Steven Hartsell
Steven W. Hartsell is Senior Vice President – Sales at Old Dominion Freight Line, appointed effective July 1, 2023; he has served in progressively senior sales and operations roles since joining ODFL in January 1998 . He is 57 as of the 2025 proxy and 56 as of the 2024 proxy . The company’s incentive architecture ties executive pay to profitability via a cash PIP and long-term equity (RSAs/PBRSUs); PBRSUs shifted in 2025 to three-year relative TSR vs the Dow Jones Transportation Index with target above the 50th percentile and funding capped at target if absolute TSR is negative . Company fundamentals over the last three fiscal years are below to frame operating context.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $6,260,077,000 | $5,866,152,000 | $5,814,810,000 |
| EBITDA ($USD) | $2,116,697,999* | $1,965,122,000* | $1,888,576,000* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Old Dominion Freight Line | SVP – Sales | Jul 2023 – Present | Leads enterprise sales; part of executive leadership transitions to sustain long-term plan . |
| Old Dominion Freight Line | VP – Field Sales | Jan 2019 – Jun 2023 | Managed field sales organization; pipeline development and customer acquisition . |
| Old Dominion Freight Line | Director – Expedited Sales & Service | May 2008 – Jan 2019 | Built expedited offering and service capabilities . |
| Old Dominion Freight Line | Regional Sales Director | Mar 2002 – May 2008 | Regional go-to-market execution . |
| Old Dominion Freight Line | Various operations & sales roles | Jan 1998 – Mar 2002 | Early career in operations and sales, foundational network knowledge . |
External Roles
No public external directorships or roles are disclosed in ODFL’s executive officer bios for Hartsell .
Fixed Compensation
Specific base salary and bonus details for Steven Hartsell are not individually disclosed (ODFL provides detailed compensation tables for named executive officers only). Company-wide frameworks include:
- Cash PIP (Profit Incentive Pay) program linking cash compensation to company profitability, capped at the lesser of 10x base salary or 1.5% of income before tax, with exclusions for accounting changes, extraordinary items, or discontinued operations .
- Updated clawback policy approved in October 2023 to comply with Exchange Act Section 10D, Nasdaq standards, enabling recoupment of incentive compensation upon covered accounting restatements .
- Participation eligibility in 401(k) and nonqualified deferred compensation plan; the company does not match or make discretionary contributions to the nonqualified plan .
Performance Compensation
The company’s disclosed incentive design applicable to executive officers (including SVPs) is summarized below.
| Incentive Type | Metric | Weighting | Target | Actual/Payout Mechanics | Vesting/Service Terms |
|---|---|---|---|---|---|
| Cash PIP | Company profitability (income before tax) | Not disclosed | Not disclosed | Payouts scale with profitability; capped at lesser of 10x base salary or 1.5% of income before tax | Cash; no explicit vesting. |
| RSAs (time-based) | N/A (time-based alignment) | N/A | N/A | Equity value aligns with shareholder outcomes | Multi-year continued service vesting to enhance retention . |
| PBRSUs (through 2024) | One-year profitability goal | Not disclosed | Not disclosed | Earned based on profitability; subject to service-based vesting | Multi-year continued service vesting . |
| PBRSUs (2025 onward) | Three-year relative TSR vs Dow Jones Transportation Index | Not disclosed | Target set above 50th percentile | Award funding capped at target if absolute TSR is negative | Multi-year performance and service conditions . |
Equity Ownership & Alignment
| Date/As-of | Shares Owned | Direct vs Indirect | Notes |
|---|---|---|---|
| 07/03/2023 (Form 3) | 3,483 direct; 879 indirect via 401(k) | Direct and Indirect | Initial statement upon becoming Section 16 officer; no derivative holdings disclosed in Table II . |
| 08/11/2023 (Form 144/A) | Proposed sale of 403 shares | Not specified | Notice of proposed sale via Cowen; aggregate market value $163,215; shares acquired through issuer 401(k) in 2010 . |
| 03/07/2024 (Proxy ownership table) | 9,818 shares; <1% | Beneficial ownership | Company states none of executive officers pledged stock as of this date; trading policy prohibits hedging/pledging . |
- Stock Ownership Policy: SVPs categorized as “Other Executive Officers” must hold 1.5x annual base salary in ODFL stock; 50% of net shares from equity vesting/exercise must be retained for 12 months, even after thresholds are met .
- Hedging/Pledging: Company policy prohibits hedging and pledging, including margin accounts; none of executives had pledged shares as of March 7, 2024 .
Employment Terms
| Term | Provision | Detail |
|---|---|---|
| Appointment | Effective date | Senior Vice President – Sales effective July 1, 2023 . |
| Severance (Change in Control Severance Plan) | Multiple and duration | For officers with title Senior Vice President or higher (excluding CEO): severance equals 2.5x (base salary + bonus 3-year lookback average), paid as monthly termination compensation over 12 months; welfare benefits continue up to 24 months; total not to exceed 3x combined base + bonus; applies if terminated within 36 months following a change in control (double-trigger) . |
| Triggers/Conditions | Good reason/fundamental disagreement | Good reason includes a fundamental disagreement with the Board following a change in control; payments forfeited for cause or violation of non-compete/non-solicit . |
| Clawback | Policy | Updated in Oct 2023; recoupment upon covered restatement under Rule 10D-1/Nasdaq standards . |
| Trading policy | Hedging/Pledging | Prohibited; no pledges by directors/executive officers as of March 7, 2024 . |
| Stock ownership | Guideline | SVPs must maintain ownership equal to 1.5x annual base salary; 12-month 50% net share retention post-vesting/exercise . |
Investment Implications
- Pay-for-performance alignment: Cash incentives tied to profitability with strict caps, and equity mix combining time-based RSAs with PBRSUs that now emphasize multi-year relative TSR; cap at target if absolute TSR is negative adds downside governance rigor .
- Retention risk: Long ODFL tenure (since 1998) and multi-year vesting plus stock ownership requirements support retention; severance is double-trigger with non-compete/non-solicit compliance, reducing change-in-control churn risk .
- Insider selling pressure: Minimal—only a 403-share proposed Rule 144 sale in 2023; beneficial ownership increased to 9,818 shares by March 2024; no pledging and hedging prohibited, indicating low alignment risk .
- Execution and performance context: Company revenue and EBITDA moderated from 2022 to 2024, reflecting cycle dynamics in LTL; incentives remain profitability- and TSR-linked, maintaining focus on efficient execution and shareholder value creation .
Note: Detailed individual compensation amounts (base salary, target/actual bonus, grant sizes, vesting dates) are not disclosed for Steven Hartsell as he is not a named executive officer; analysis relies on company-wide policies applicable to executive officers .