Wendy Stallings
Director at ODFL
Board
About Wendy T. Stallings
Wendy T. Stallings (age 50) has served as an independent director of Old Dominion Freight Line since 2020. She is a real estate developer/investor and the sole owner, President and CEO of TPI Event Solutions, Inc. since December 2000; she also previously co-owned Excel Learning Centers, serving as Vice President from March 2006 until its sale in August 2021. The proxy highlights her law degree and expertise in entrepreneurship, strategic planning, sales, customer relations, business management, and regulatory/human relations matters, which underpin her governance contributions to ODFL’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TPI Event Solutions, Inc. | Owner, President & CEO | Dec 2000 – Present | Leads full-service event management across catering, hospitality, corporate events, merchandise and fulfillment; brings entrepreneurship, strategic planning, sales, customer relations, and management expertise . |
| Excel Learning Centers | Co-owner; Vice President | Mar 2006 – Aug 2021 | Acquired and developed campuses throughout NC; adds regulatory, reporting, and human relations experience . |
External Roles
| Organization/Activity | Role | Tenure | Notes |
|---|---|---|---|
| Real estate development/investment | Developer & Investor | Ongoing | Active real estate developer/investor, complementing operational and regulatory insights . |
Board Governance
- Independence: Determined independent under Nasdaq standards; ODFL board majority independent .
- Committee memberships: Talent & Compensation Committee (member); Governance & Nomination Committee (member). No chair roles indicated for Stallings .
- Attendance: Board held six meetings in 2024; all incumbent directors attended ≥75% of aggregate meetings and were present at the 2024 annual meeting .
- Years of service: Director since 2020 .
- Lead Independent Director: Transition from Leo H. Suggs to John D. Kasarda following Suggs’ retirement; Stallings is not Lead Independent .
- Executive sessions: Independent directors met in executive session five times in 2024 .
Fixed Compensation
| Component | 2024 Value | Detail |
|---|---|---|
| Annual cash retainer | $110,000 | Standard retainer for all non-employee directors in 2024 . |
| Committee chair fees | $0 | Stallings held no chair roles in 2024; chair retainers apply only to committee chairs/Lead Independent Director . |
| Meeting fees | $0 | No additional compensation for meeting attendance; expenses reimbursed . |
| Fees earned (reported) | $110,000 | Fees earned or paid in cash for 2024 . |
Performance Compensation
| Component | Grant detail | Vesting/metric | 2024 Value |
|---|---|---|---|
| Restricted Stock Award (RSA) | 795 shares granted 5/15/2024 (target $165,000 ÷ 50-day avg price $207.34); grant-date fair value based on $183.92 closing price | Vests upon earlier of one year, change in control, death, or disability (service-based, not performance-based) | $146,216 . |
No director PSUs/options or performance metrics are disclosed for non-employee director compensation; equity is service-based under the 2016 Plan .
- Other compensation: $3,289 (executive health program cost $2,470; accumulated dividends on 2023 RSA vesting $819) .
Other Directorships & Interlocks
- Other public company directorships: None listed in Stallings’ biography in the proxy .
- Compensation committee interlocks: None; TCC members (including Stallings) had no relationships requiring Item 404 disclosure; no interlocks with other companies’ boards/compensation committees .
Expertise & Qualifications
- Law degree; extensive entrepreneurship and operating experience (events services, real estate) .
- Regulatory, reporting, human relations expertise; customer relations and sales leadership .
- Governance contribution through roles on TCC and Governance & Nomination Committee .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (common) | 5,929 shares | As of March 13, 2025; less than 1% of outstanding shares; none of directors/executives pledged company stock as of record date . |
| Unvested RSAs | 795 shares | 2024 director RSA (granted 5/15/2024) unvested as of 12/31/2024 for each non-employee director . |
| Hedging/pledging | Prohibited | Company securities trading policy prohibits hedging and pledging; none pledged by directors/executives as of record date . |
| Ownership guidelines | 5x annual board cash retainer | Directors must maintain stock ownership equal to five times the annual board cash retainer; eligible equity includes (vested/unvested) RSAs/RSUs and certain holdings; individual compliance status not disclosed . |
Compensation Committee Analysis
- TCC composition (independent): Chair Leo H. Suggs; members Andrew S. Davis, John D. Kasarda, and Wendy T. Stallings; 4 meetings in 2024 .
- Independent compensation consultant: Pearl Meyer engaged to review executive and director programs; determined alignment of pay with performance and peer competitiveness; no conflicts; consultant worked only for the committee in 2024 .
- Director pay structure oversight: TCC reviews non-employee director compensation and recommends changes; current structure: $110k cash + $165k annual RSA for members; chair/lead independent retainers in cash .
Governance Assessment
- Strengths: Independent status; dual governance roles on TCC and Governance & Nomination; robust attendance standards; independent director executive sessions; prohibition of hedging/pledging; director stock ownership guidelines; use of independent compensation consultant with no conflicts; strong shareholder support for say-on-pay (~97% approval in 2024) indicating investor confidence in compensation governance .
- Compensation alignment: Non-employee director pay balanced between cash retainer and time-based equity (annual RSAs), supporting ownership alignment without short-term meeting fees or performance manipulation incentives .
- Conflicts/related-party exposure: No related person transactions disclosed involving Stallings; committee interlocks absent; Audit Committee oversees related-party policy and reviews/approvals; none beyond disclosed Congdon family employment/ownership items with review/approval by Audit Committee .
- RED FLAGS: None identified specific to Stallings (no pledging/hedging; no tax gross-ups; no interlocks; independent status maintained) .
Overall, Stallings adds entrepreneurial and regulatory/human capital depth while serving on two key governance committees; her compensation/ownership structure is conventional and aligned with ODFL’s director policies, with no evident conflicts or governance red flags disclosed .