Thomas Stith III
Director at ODFL
Board
About Thomas A. Stith, III
Thomas A. Stith, III is 61 and has served as an independent director of Old Dominion Freight Line since 2021, bringing extensive experience in public policy, administration, regulatory affairs, enterprise risk assessment, governance, legislative affairs, and information systems management across federal, state, and local levels . He is NACD Directorship Certified and serves on the NACD Corporate Directors Institute Board of Directors, and currently is CEO of The Michael Thomas Group, a Professor of the Practice at UNC Kenan-Flagler Business School, and a Fellow at the Kenan Institute of Private Enterprise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| North Carolina Community College System | President (Chief administrative officer providing policy oversight for 58 colleges) | Jan 2021 – Jul 2022 | Led system-level policy and oversight |
| U.S. Small Business Administration (NC District) | District Director | Sep 2019 – Dec 2020 | Directed SBA programs; implemented district strategic plan |
| Office of the North Carolina Governor | Chief of Staff to Gov. Pat McCrory | Jan 2013 – Dec 2016 | Advised on public policy, budget, and state operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Michael Thomas Group | Co-Founder and CEO | Jul 2022–present; previously Jan 2017–Sep 2019 | Consulting in public/private sector business development |
| UNC Kenan-Flagler Business School | Professor of the Practice | Current | Academic leadership and teaching |
| Kenan Institute of Private Enterprise | Fellow; 2023 Distinguished Fellow | Current | Workforce/ESG-related institute engagement |
| NACD Corporate Directors Institute | Board of Directors | Current | Governance credentialing and director education oversight |
Board Governance
- Independence: The Board determined Mr. Stith is independent under Nasdaq standards .
- Committee assignments (2025 slate): Governance & Nomination Committee (member); Risk Committee (member); not a chair .
- Attendance: Board held six meetings in 2024; all incumbent directors attended ≥75% of aggregate Board and committee meetings and all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors met five times in 2024 .
| Committee | Role | Chair? | 2024 Meetings | Mandate Highlights |
|---|---|---|---|---|
| Governance & Nomination | Member | No | 4 | Board composition, director selection, director education, ESG oversight, annual self-evaluations |
| Risk | Member | No | 4 | Enterprise risk oversight including cybersecurity, privacy, business continuity and sustainability-related risks |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | 110,000 | Paid ratably each quarter; no meeting fees; reimbursement of director education/travel |
| Committee chair cash retainers (if applicable) | 20,000–25,000 | Audit Chair 25k; Talent & Compensation Chair 20k; Governance Chair 20k; Risk Chair 20k; LID 25k; not applicable to Stith in 2024 |
| Annual restricted stock grant target | 165,000 | RSAs generally vest at earlier of one year, change in control, death, or disability |
| 2024 Non-Employee Director Compensation (Thomas A. Stith, III) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 101,667 |
| Stock Awards (Grant-date fair value) | 146,216 |
| All Other Compensation (dividends on 2023 RSA) | 819 |
| Total | 248,702 |
| 2024 RSA Grant Details (Awarded 5/15/2024) | Value |
|---|---|
| Shares granted | 795 |
| Target grant value | 165,000 |
| 50-day average price used to determine shares | 207.34 |
| Grant date closing price | 183.92 |
| Vesting | Earlier of one year, change of control, death, or disability |
Performance Compensation
- Non-employee director equity is time-based RSAs; no performance metrics tied to director compensation are disclosed .
- Clawback/forfeiture policies apply to plan participants; dividends/dividend equivalents may only be paid if awards are earned/vested; no dividends on options/SARs; hedging/pledging prohibited .
| Performance Metric Element (Directors) | Disclosure |
|---|---|
| Performance metrics (revenue growth, EBITDA, TSR, ESG) for director awards | None disclosed; director RSAs are time-based |
| Clawback/forfeiture applicability | Yes; plan authorizes forfeiture/recoupment for detrimental conduct; subject to clawback policies |
| Hedging/pledging by directors | Prohibited by securities trading policy |
Other Directorships & Interlocks
| Company/Institution | Public/Private | Role | Notes |
|---|---|---|---|
| NACD Corporate Directors Institute | Non-profit | Director | Governance credentialing body; indicates governance focus; not a public company board |
Expertise & Qualifications
- Governance credentials: NACD Directorship Certified; NACD CDI Board service .
- Risk and regulatory experience: Enterprise risk assessment, regulatory affairs, governance and legislative matters; information systems management experience .
- Public sector leadership: Led NC Community College System; SBA District Director; Chief of Staff to NC Governor (policy, budget, operations) .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Shares beneficially owned (as of 3/13/2025) | 2,929; less than 1% of shares outstanding |
| Unvested RSAs at 12/31/2024 | 795 shares from 5/15/2024 grant |
| Stock ownership guideline | Minimum holding equal to 5× annual Board cash retainer (i.e., 5× $110,000) |
| Pledged shares | None; company states none of directors/executives have pledged ODFL stock as of 3/13/2025 |
| Hedging policy | Hedging and pledging prohibited for directors |
Governance Assessment
- Independence and engagement: Independent status affirmed; serves on governance-critical committees (GNC and Risk), aligning with board effectiveness and risk oversight priorities; attended ≥75% of meetings and the annual meeting, supporting engagement expectations .
- Compensation alignment: Director pay mix balances cash ($110k retainer) and equity (target $165k RSAs with time-based vesting), with ownership guideline of 5× cash retainer and clawback/anti-hedging provisions enhancing alignment and discipline .
- Ownership: Holds 2,929 shares and 795 unvested RSAs from the 2024 grant; no pledging, consistent with policy and prudent risk posture .
- Conflicts/related person exposure: No related person transactions identified involving Mr. Stith; Board’s independence review found no relationships impeding independent judgment .
- Red flags: None observed in filings—no pledging/hedging, no related-party transactions, independence affirmed, and attendance thresholds met .