DEF 14A of Old Dominion Freight Line, Inc., Apr 15, 2024

DEF 14A of Old Dominion Freight Line, Inc.

Filed Apr 15, 2024 · FY20230000950170-24-044327

Open on EDGAR

  1. TABLE OF CONTENTS TO THE PROXY STATEMENT

    | 2023 Nonqualified Deferred Compensation | 49 | | Potential Payments Upon Termination or Change of Control | 50 | | Old Dominion Freight Line, Inc. Change of Control Severance Plan for Key Executives | 51 | | CEO Pay Ratio | 52 | | Pay Versus Performance | 52 | | Director Compensation | 58 | | 2023 Compensation of Non-Employee Directors | 58 | | Components of Compensation | 59 | | Equity Compensation Plan Information | 60 | | Related Person Transactions | 60 | | Executive Officer and Director Family Relationships and Transactions | 60 | | Other Family Relationships | 61 | | Audit Committee Approval and Related Person Transactions Policy | 61 | | Proposal 2 - Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers | 61 | | Proposal 3 - Approval of an Amendment to our Amended and Restated Articles of Incorporation to Increase the Number of Authorized Shares of our Common Stock | 63 | | Proposal 4 – Ratification of the Appointment of our Independent Registered Public Accounting Firm | 64 | | Independent Registered Public Accounting Firm Fees and Services | 65 | | Proposal 5 – Shareholder Proposal Regarding Greenhouse Gas Reduction Targets | 65 | | Annual Report on Form 10-K | 69 | | Important Notice Regarding Delivery of Shareholder Documents | 69 | | Deadline for Shareholder Proposals and Director Nominations | 70 |

  2. Important Notice Regarding the Availability of Proxy Materials

    | Fiscal 2023 Compensation Summary (continued) | | | | | | | | Name | Salary ($) (1) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total Compensation ($) | | Ross H. Parr Senior Vice President - Legal Affairs, General Counsel and Secretary | 501,037 | 726,672 | 2,965,998 | — | 44,467 | 4,238,174 | | Cecil E. Overbey, Jr. Senior Vice President - Strategic Development | 501,037 | 726,672 | 2,965,998 | 10,319 | 41,935 | 4,245,961 | | Greg C. Gantt Former President and Chief Executive Officer | 499,772 | 5,762,385 | 4,656,450 | 52,985 | 325,154 | 11,296,746 | | (1) The base salaries reported in this table and corresponding amounts reflected in the “Compensation Discussion and Analysis” section may differ due to the timing of effective dates for base salary changes. | | | | | | | | Approval of an Amendment to our Amended and Restated Articles of Incorporation to Increase the Number of Authorized Shares of our Common Stock To provide us with the flexibility necessary to respond to future needs and opportunities, we are asking our shareholders to approve an amendment to our Amended and Restated Articles of Incorporation to increase the number of authorized shares of our common stock. | | | | | | | | Ratification of the Appointment of our Independent Registered Public Accounting Firm As a matter of good corporate governance, we are asking our shareholders to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024. | | | | | | | | Shareholder Proposal Regarding Greenhouse Gas Reduction Targets We recommend that shareholders vote against the shareholder proposal regarding greenhouse gas reduction targets. | | | | | | | | 2025 Annual Meeting • Shareholder proposals submitted pursuant to Securities and Exchange Commission ("SEC") Rule 14a-8 must be received by us by December 16, 2024. • Notice of shareholder proposals outside of SEC Rule 14a-8, including director nominations pursuant to the proxy access provisions of our bylaws and pursuant to SEC Rule 14a-19, must be received by us no earlier than November 16, 2024 and no later than December 16, 2024. | | | | | | |

  3. Proposal 1 - Election of Directors

    Proposal 1 - Election of Directors Our Bylaws currently provide that the number of directors shall be not less than five nor more than twelve, and the Board has determined that it shall consist of twelve directors. The Board, in concert with its Governance and Nomination Committee, has nominated ten current directors and two new directors – Kevin M. Freeman and Cheryl S. Miller – for election to the Board at the Annual Meeting. The Board, in concert with its Governance and Nomination Committee: (i) discussed multiple candidates as potential new director nominees as part of its selection process; (ii) sought out highly qualified women and individuals from minority groups to include in the pool from which director nominees were to be chosen; (iii) considered other criteria as set forth in our Corporate Governance Guidelines relating to the recommendation of director nominees; and (iv) obtained input from members of management as appropriate. In recruiting Ms. Miller, the Board paid a fee to a third-party search firm to help identify director prospects, perform candidate outreach, and provide other related services. Following completion of this process and multiple meetings with members of the Board and Old Dominion’s management team, Ms. Miller was formally nominated for election to the Board at the Annual Meeting. Mr. Freeman, who assumed the role of the Company’s President and Chief Executive Officer on July 1, 2023, was formally nominated for election to the Board at the Annual Meeting based on his experience as one of our executive officers and our long-standing practice of having our Chief Executive Officer serve as a member of the Board. Unless authority is withheld, it is intended that proxies received in response to this solicitation will be voted in favor of the nominees. In accordance with its charter and our Corporate Governance Guidelines, the Board, in concert with its Governance and Nomination Committee, has approved the twelve individuals named below to serve as directors until our next annual meeting and until their respective successors have been elected and qualified or until their death, resignation, removal or disqualification or until there is a decrease in the number of directors. The age and a brief biographical description of each director nominee, his or her position with us, certain board memberships, and the nominee’s specific experience, qualifications, attributes, skills, diversity characteristics or other factors that led our Board to conclude that the candidate is well-qualified to serve as a member of our Board are set forth below. This information and certain information regarding beneficial ownership of securities by such nominees contained in this proxy statement has been furnished to us by the nominees or obtained from filings with the SEC. All of the nominees have consented to serve as directors, if elected. David S. Congdon (67) was appointed Executive Chairman of the Board effective May 2018, having previously served as Vice Chairman of the Board and Chief Executive Officer from May 2015 to May 2018, and President and Chief Executive Officer from January 2008 to April 2015. He was our President and Chief Operating Officer from May 1997 to December 2007 and served in various positions in operations, maintenance and engineering between 1978 and 1997. He was first elected a director in 1998 and is the cousin of John R. Congdon, Jr., who also serves on the Board. Mr. Congdon, through his more than 40 years of service to us, including 26 years of service as an executive officer of Old Dominion, has played a critical role in helping us develop our strategic plan and grow our operations through geographic expansion and acquisitions. He has experience leading us through difficult operating conditions and has helped guide Old Dominion to sustained profitability and significant growth in shareholder value. The Board benefits from Mr. Congdon’s critical knowledge of the less-than-truckload (“LTL”) industry, his leadership in cultivating our unique OD Family Culture, and his deep understanding of the operational and regulatory complexities that we must address as a publicly-traded transportation company. Sherry A. Aaholm (61) was first elected as a director in 2018. Since April 2021, Ms. Aaholm has served as Vice President and Chief Digital Officer of Cummins, Inc. (NYSE: CMI), a global power leader and a corporation of complementary business segments that design, manufacture, distribute and service a broad portfolio of power solutions, where she previously served as Vice President - Chief Information Officer from June 2013 to March 2021. From August 1999 to December 2012, Ms. Aaholm served as Executive Vice President, Information Technology of FedEx Services. Ms. Aaholm also serves as a member of the board of directors of nVent Electric PLC, a leading global provider of electrical connection and protection solutions. The Board benefits from Ms. Aaholm’s graduate degree in sustainability and her experience as a director of another publicly-traded company, as well as her over 35 years of overseeing mission-critical information systems, extensive experience in technology and information security, and development of digital/Internet of Things (IoT) and prognostics solutions for manufacturing and physical products, including in the transportation and logistics industries. Ms. Aaholm also brings to the Board key human capital management experience, gained from developing successful leadership programs and cultivating talent across different organizations. In addition, the Board benefits from the fact that Ms. Aaholm is National Association of Corporate Directors (“NACD”) Directorship Certified®. NACD Directorship Certified directors establish themselves as committed to continuing education on emerging issues and helping to elevate the role of directorship. John R. Congdon, Jr. (67) was first elected as a director in 1998. He is the cousin of David S. Congdon, the Company’s Executive Chairman of the Board. Prior to their acquisition by Penske Truck Leasing in July 2017, Mr. Congdon served as the Chairman of the Board of Directors and Chief Executive Officer for each of Old Dominion Truck Leasing, Inc. and Dominion Dedicated Logistics, Inc. Mr. Congdon has over 40 years of experience in the trucking industry and brings to the Board extensive knowledge of dedicated logistics, fleet management services and the purchase and sale of equipment. Having previously served as chairman of a board, Mr. Congdon also brings experience in board management. Andrew S. Davis (46) was first elected as a director in 2023. Since April 2022, Mr. Davis has served as Senior Vice President, Strategy and Investments of Cox Enterprises Inc. From December 2019 to February 2022, he served as Director of Private Investments at T. Rowe Price Associates, Inc. (“T. Rowe”), where he managed the private venture capital investments held in portfolios and funds advised by the firm. In a prior role at T. Rowe, from July 2010 to December 2019, Mr. Davis served as Vice President, Equity Investment Analyst, with responsibility for analysis and investment in companies within the transportation sector. Mr. Davis also previously served as a manager in the Financial Advisory Services Group at Deloitte & Touche LLP. Mr. Davis also serves as a member of the board of directors and as chair of the Audit Committee of Wheels Up Experience Inc., a leading provider of on-demand private aviation in the U.S. and one of the largest private aviation companies in the world. The Board benefits from Mr. Davis’ experience in the transportation sector as a public company investor at T. Rowe, his experience as a director of another publicly-traded company and his experience advising on capital allocation and strategic matters in his current and prior roles.

  4. Proposal 1 - Election of Directors

    Kevin M. Freeman (65) was nominated by our Board, as further described under “Proposal 1 – Election of Directors.” Mr. Freeman was appointed President and Chief Executive Officer effective July 2023 after serving as our Executive Vice President and Chief Operating Officer since May 2018. He also served as our Senior Vice President – Sales from January 2011 to May 2018 and Vice President of Field Sales from May 1997 to December 2010. Mr. Freeman has 44 years of experience in the transportation industry, and has held various positions in operations and sales with Old Dominion since joining us in February 1992. Mr. Freeman, through his ever-increasing roles and responsibilities with us over the past 32 years, has played a critical role in the development of our operational and sales plans and brings to the Board significant expertise in LTL industry leadership, customer relations and business strategy. Bradley R. Gabosch (72) was first elected as a director in 2016. Mr. Gabosch previously served as Managing Director for the public accounting firm Grant Thornton LLP from August 2014 to May 2016. Mr. Gabosch also served in various positions at Grant Thornton LLP, including as Carolinas Managing Partner, from October 2009 until his retirement as partner in July 2013. He has over 43 years of experience in the public accounting profession, of which 29 years were spent as an audit partner. Mr. Gabosch brings to the Board extensive knowledge of accounting and management and a strong understanding of financial statement oversight and disclosure matters. The Board also benefits from Mr. Gabosch’s specific public accounting experience in the freight transportation and logistics industry, as well as his expertise in risk management and oversight. Greg C. Gantt (68) was first elected as a director in 2018. He served as our President and Chief Executive Officer from May 2018 to June 2023 and previously served as our President and Chief Operating Officer from May 2015 to May 2018. He was our Executive Vice President and Chief Operating Officer from June 2011 to May 2015, and served as our Senior Vice President - Operations from January 2002 to June 2011. He joined us in November 1994 and was one of our regional Vice Presidents until January 2002. Prior to his employment with us, Mr. Gantt served in many operational capacities with Carolina Freight Carriers Corporation, including Vice President of its Southern Region. Mr. Gantt, through his ever-increasing roles and responsibilities with us over the past 29 years, played a critical role in the development of our operational plan. He brings to the Board significant expertise in LTL industry leadership and business strategy, and valuable experience with respect to marketing, sales and customer relationship management. John D. Kasarda, Ph.D. (78) was first elected as a director in 2008. Dr. Kasarda has a Ph.D. in Sociology. He serves as the President and Chief Executive Officer of Aerotropolis Business Concepts LLC and the President of Aerotropolis Institute China. Dr. Kasarda is also on the faculty at the University of North Carolina at Chapel Hill's Kenan-Flagler Business School and is a former Chair of the University's Department of Sociology. He is considered the leading developer of the aerotropolis concept, which brings together air logistics and surface transportation to foster airport-linked business development. He is the former Editor-in-Chief of Logistics, an international journal of transportation and supply chain management, and brings a unique perspective and creative insights to our Board due to his breadth of knowledge in business strategy, transportation, logistics, and sustainable development. Through his thought leadership and worldwide experiences in the transportation industry, he provides our Board with critical perspective and analysis regarding shareholder and stakeholder governance matters. Cheryl S. Miller (51) was nominated by our Board, as further described under “Proposal 1 – Election of Directors.” Ms. Miller most recently served as Chief Financial Officer of West Marine, the nation’s leading omni-channel provider of products, services and expertise for the marine aftermarket, from January 2022 to October 2022. She previously served as Executive Strategic Advisor to JM Family Enterprises, a diversified automotive company, from May 2021 to December 2021, prior to which she served as Executive Vice President and Chief Financial Officer of JM Family Enterprises from January 2021 to April 2021. She previously served as President and Chief Executive Officer of AutoNation, Inc., a publicly traded automotive retailer with major metropolitan franchises and e-commerce operations from July 2019 to April 2020, prior to which she served as Executive Vice President and Chief Financial Officer of AutoNation, Inc. since 2014, and as its Treasurer and Vice President of Investor Relations since 2010. Ms. Miller also served on the Board of AutoNation, Inc. from July 2019 to July 2020. She currently serves on the board of directors and as chair of the Compensation and Leadership Development Committee of Tyson Foods, Inc., one of the world’s largest food companies and a recognized leader in protein. She also currently serves on the board of directors and as chair of the Audit Committee of Celsius Holdings, Inc., a global lifestyle fitness drink company. The Board will benefit from Ms. Miller’s more than 20 years of corporate finance experience, financial statement expertise and deep understanding of public company shareholder matters. Wendy T. Stallings (49) was first elected as a director in 2020. Ms. Stallings is a real estate investor and the sole owner of TPI Event Solutions, Inc., a full-service event management company specializing in large scale national catering contracts, hospitality, corporate events, merchandise and contract fulfillment, where she has served as President and CEO since founding the company in December 2000. She was also the co-owner of Excel Learning Centers, a children’s early learning program, where she acquired and developed campuses throughout North Carolina and served as Vice President from March 2006 until the sale of the business in August 2021. The Board benefits from Ms. Stallings’ law degree as well as her comprehensive expertise in entrepreneurship, strategic planning, sales, customer relations and business management. Ms. Stallings also brings to the Board significant knowledge with respect to regulatory, reporting, and human relations matters gained from her varied business experiences.

  5. Proposal 1 - Election of Directors

    Thomas A. Stith, III (60) was first elected as a director in 2021. Since July 2022 (and from January 2017 to September 2019), Mr. Stith has served as CEO of The Michael Thomas Group, a firm that he co-founded in 1995 focused on consulting and advising clients seeking business development opportunities in the public and private sectors. He also serves as a Professor of the Practice at the University of North Carolina at Chapel Hill's Kenan-Flagler Business School and as a Senior Fellow for the Kenan Institute of Private Enterprise, where he previously served as a 2023 Distinguished Fellow to support the Institute's Grand Challenge: Workforce Disrupted Seeking the Labor Market’s Next Equilibrium initiative. Distinguished Fellows are global scholars committed to leveraging their individual expertise, thought leadership, research and networks to further the institute’s efforts to examine – and drive solutions to – the most complex and timely issues facing business and the economy. From January 2021 to July 2022, Mr. Stith served as President of the North Carolina Community College System, where, as chief administrative officer of the system, he provided policy oversight and guidelines for the 58 community and technical colleges in the system. From September 2019 to December 2020, Mr. Stith served as District Director of the U.S. Small Business Administration (“SBA”), with responsibility, as the SBA’s senior representative in North Carolina, for developing and implementing the District Office Strategic Plan while directing and managing all SBA programs within North Carolina. From January 2013 to December 2016, Mr. Stith served as Chief of Staff to North Carolina Governor Pat McCrory, in which role he advised and made recommendations to the Governor on public policy, budget, and state government operations matters. Mr. Stith brings to the Board extensive experience in public policy and administration, diversity and inclusion and legislative affairs, including valuable expertise with respect to information system management and social and governance matters at the federal, state and local levels. The Board also benefits from the fact that Mr. Stith is NACD Directorship Certified®. Leo H. Suggs (84) was first elected as a director in 2009 and has served as our Lead Independent Director since December 2018. Mr. Suggs has a long and distinguished career in the trucking industry that began in 1958, holding a wide range of positions that included Chairman and Chief Executive Officer of Overnite Transportation from 1996 to 2005 and President and Chief Executive Officer of UPS Freight from 2005 to 2006. As Chief Executive Officer of Overnite Transportation and Chairman of its Board of Directors, Mr. Suggs gained extensive knowledge about managing a union-free motor carrier in the LTL industry. He understands the opportunities and challenges associated with the LTL industry, and has first-hand knowledge of merger and acquisition considerations and strategies. We believe that Mr. Suggs is invaluable to our Board as an adviser on logistics services and LTL operations. The nominees receiving a plurality of the votes cast will be elected as directors. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES IDENTIFIED ABOVE.

  6. Executive Summary of Compensation Program

    Executive Summary of Compensation Program Company Performance and Business Highlights The Company's financial results in 2023 reflect the disciplined execution of our long-term strategic plan. Despite a challenging macroeconomic environment that saw continued high levels of inflation, we remained focused on creating value for our customers by delivering best-in-class service and offering capacity to help keep promises to our customers. The relentless commitment of our OD Family of employees to customer service helped the Company achieve revenue of $5.9 billion, net income of $1.2 billion and an operating ratio of 72.0%. We believe our industry-leading results reflect a continued focus on the consistent execution of our long-term strategic plan of delivering superior service at a fair price, while also continuing to invest in capacity to achieve our long-term market share goals. The discipline instilled by our executive officers to remain committed to these long-term philosophies across our organization has contributed to compound annualized total shareholder returns, assuming reinvestment of all dividends, of 28.1%, 38.1% and 28.0% over the three-year, five-year and ten-year periods ended December 31, 2023, respectively, significantly outperforming the average of companies in our peer group. During 2023, we repurchased $453.6 million of common stock and returned $175.1 million to shareholders through cash dividends. The compound annualized increase in our per share dividend is 34.8% since inception of this program in 2017. We believe these results demonstrate the alignment of our executive compensation program with Company performance and the long-term interests of our shareholders. Highlights of Recent Compensation Program Changes Effective July 1, 2023, we made the following changes to the compensation of certain of our named executive officers in connection with their promotions. With respect to Mr. Freeman, the Compensation Committee approved an increase in his base salary to $956,800 and an increase in his participation factor in the PIP to 0.60%. With respect to Mr. Plemmons, the Compensation Committee approved an increase in his base salary to $628,074, an increase in his participation factor in the PIP to 0.30% and, effective January 2024, an increase in his target PBRSU opportunity to 100% of his base salary. These adjustments position target pay opportunities for Messrs. Freeman and Plemmons at the same levels as their predecessors, recognizing their extensive experience and ability to seamlessly transition into their new roles. With respect to Mr. Satterfield, the Compensation Committee approved an increase in his base salary to $628,074 and an increase in his participation factor in the PIP to 0.30%, consistent with target pay opportunities for our other EVP-level role and reflecting Mr. Satterfield’s significant responsibilities. In June 2023, in connection with Mr. Gantt’s retirement from the Company as an employee and in recognition of his distinguished contributions over his 28 years of service to the Company, and consistent with its authority under the 2016 Plan, the Board accelerated the vesting of an aggregate of 24,898 shares, as adjusted for the two-for-one stock split, of the Company’s common stock subject to Mr. Gantt’s (i) outstanding unvested RSAs, and (ii) outstanding earned and unvested PBRSUs. During Mr. Gantt’s tenure as CEO, our annualized total shareholder return was approximately 30.5%. Mr. Gantt helped guide our Company through the COVID-19 pandemic and an orderly leadership transition and will continue to provide valuable contributions as a member of the Board. Vesting acceleration only occurred for outstanding equity awards where performance hurdles had already been achieved; Mr. Gantt forfeited his PBRSU that was granted in February 2023 since his retirement occurred prior to the completion of the performance cycle. These changes were made after discussion with Pearl Meyer, as well as consideration of Pearl Meyer’s industry and market analysis, and recommendations and findings with respect to our executive compensation program. We believe these compensation program changes further enhance the pay-for-performance focus of our executive compensation program, and continue to strengthen the alignment of our executive compensation program with the long-term interests of our shareholders. We seek to pay our executive officers fairly and competitively and to link pay with performance. The main elements of our compensation program are base salary, performance-based cash incentive awards under our PIP, and performance-based stock incentive compensation in the form of RSAs tied to our operating ratio results and PBRSUs tied to Company profitability that we believe drive focus on operational excellence in support of long-term value creation and continuity for our leadership team. Compensation Objectives Our guiding principles in the development of our executive compensation philosophy have been to align executive compensation with both our business objectives and the interests of our shareholders. We have attempted to balance the principal elements of our compensation program (base salary, short-term performance-based incentives and long-term performance-based incentives) to motivate our executives to achieve our short-term financial objectives as well as our long-term objectives of increasing our market share and shareholder value. We believe a significant portion of executive compensation should be based upon performance, and we have designed our elements of compensation accordingly. These guiding compensation principles have continued to effectively motivate our executive management team and have enabled us to deliver superior short- and long-term performance relative to our peers. Shareholder Outreach, Feedback and Compensation Committee Response We are committed to ensuring our executive compensation program reinforces key business and strategic objectives and aligns pay with performance and long-term value creation. We believe our executive compensation program has been successful in achieving these objectives by placing a significant emphasis on variable, performance-based incentives and focusing our executive officers and other key employees on continuous operational excellence in support of long-term shareholder value creation. The program’s success is evidenced by our strong absolute and relative financial performance and long-term total shareholder returns. Our Board and Compensation Committee value the opinions of our shareholders and, to the extent there is any significant vote against the compensation of our named executive officers as disclosed in the proxy statement, we will carefully consider our shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. At our 2023 Annual Meeting, approximately 96% of the votes cast on the advisory vote to approve the compensation of our named executive officers were in favor of the proposal. We believe this strong support for the executive compensation program from our shareholders was a result of our continued commitment to pay-for-performance, our continued shareholder outreach, and careful consideration of shareholder feedback regarding our executive compensation program. Continued Pay-for-Performance Alignment

  7. Executive Summary of Compensation Program

    We believe our executive compensation program continues to strike the appropriate balance between driving the Company’s short-term goals while also emphasizing long-term shareholder value creation through the grant of performance-based equity awards. In reviewing and designing our executive compensation program, in 2023 we focused on connecting our compensation objectives to our current business strategy and ensuring our executive officers are compensated based on results that support this strategy. We believe our current executive compensation program establishes the appropriate balance and mix of executive pay between base salaries, short-term incentives, and long-term incentives. We do not believe the elements of our executive compensation program encourage excessive risk-taking, and we regularly review our program with our Compensation Committee and our Board to ensure it is operating in accordance with our objectives. Our executive compensation program includes a significant portion of performance-based compensation, which we believe has been critical in supporting the long-term growth of our Company and increased shareholder value. The table below provides a summary of the percentage of total direct compensation for our named executive officers in the aggregate that is directly based on our corporate performance:

  8. Executive Summary of Compensation Program

    | | 2023** | 2022 | 2021 | | Non-performance-based Pay | | | | | Base Salary | 8% | 8% | 9% | | Performance-based Pay | | | | | Performance-based Cash Incentive | 67% | 74% | 71% | | Performance-based Stock Incentive* | 25% | 18% | 20% | | Total Direct Compensation | 100% | 100% | 100% | | * The performance-based stock incentive component of total direct compensation includes the grant date fair value of RSAs and PBRSUs granted in each year, including the accelerated vesting on June 23, 2023, of Mr. Gantt’s outstanding unvested RSAs and outstanding earned and unvested PBRSUs in connection with his retirement from the Company as discussed above and Mr. Gantt's pro rata RSA grant for his service as a non-employee director beginning July 1, 2023 (following his retirement as our President and Chief Executive Officer effective June 30, 2023). The PBRSUs granted in 2022 and 2021 were earned at the maximum level, and the PBRSUs granted in 2023 were not earned. | | | | | ** The 2023 percentages excluding the accelerated vesting discussed above would be 9% base salary, 74% performance-based cash incentive and 17% performance-based stock incentive. | | | |

  9. Objectives of Our Executive Compensation Program

    | WHAT WE DO | |  Pay-for-performance | |  Limits on maximum incentive payouts | |  Significant portion of compensation for named executive officers is at-risk | |  Annual advisory vote on executive compensation | |  Independent compensation consultant | |  Multi-year vesting periods for equity grants | |  Significant stock ownership guidelines for executives (who are also subject to stock retention requirements) and directors | |  Robust clawback policy | |  Maintain a dialogue with shareholders relating to the Company’s governance and compensation practices | | WHAT WE DO NOT DO | |  No hedging or pledging of Company stock | |  No employment agreements for executives | |  No single-trigger cash severance benefits upon a change in control | |  No guaranteed salary increases or bonuses | |  No tax gross-up payments for executives | |  No liberal share recycling under the 2016 Plan | |  No dividends paid on unearned or unvested performance-based restricted stock units |

  10. Role of Compensation Consultant

    Role of Compensation Consultant Since 2013, the Compensation Committee has periodically engaged Pearl Meyer to assist it with its review and analysis of our executive and non-employee director compensation programs. The Compensation Committee initially selected and has continued to engage Pearl Meyer based primarily on its skill sets, strengths, professionals, industry knowledge and resources. During the first quarter of 2023, the Compensation Committee engaged Pearl Meyer to conduct a review and analysis of the Company’s executive compensation program. Pearl Meyer conducted a market pay review for each executive officer position, business performance analysis, total shareholder return analysis and pay and performance alignment review. In conducting its analysis, Pearl Meyer compared and summarized compensation data from the same fifteen peer group companies used during Pearl Meyer’s review of our executive compensation program performed in 2022, except that Werner Enterprises, Inc. was replaced with Union Pacific Corporation to position the Company at the 75th percentile for market capitalization and enterprise value. Effective December 19, 2022, AMERCO changed its name to U-Haul Holding Company. At the time the study was conducted, the Company was positioned near or above the 75th percentile for profitability, market capitalization and enterprise value, below (but near) the 25th percentile for revenue, and above the 75th percentile for total shareholder returns, as compared with the industry peer group. In addition, Pearl Meyer collected and summarized pay data from multiple and reputable executive compensation surveys to supplement the peer group data when officer position matches were either unavailable or were limited in number.

  11. Role of Compensation Consultant

    | 2023 Peer Group | | | | | | C.H. Robinson Worldwide, Inc. | Canadian Pacific Railway | CSX Corporation | Expeditors International of Washington, Inc. | Hub Group, Inc. | | J.B. Hunt Transport Services, Inc. | Knight-Swift Transportation Holdings Inc. | Landstar System, Inc. | Norfolk Southern Corporation | Ryder System, Inc. | | Saia, Inc. | Schneider National, Inc. | U-Haul Holding Company | Union Pacific Corporation | XPO Logistics, Inc. |

  12. Role of Compensation Consultant

    Following confirmation of the peer group composition by the Compensation Committee, Pearl Meyer conducted a review and analysis of our executive compensation program, which was considered by the Compensation Committee and the Board when making 2024 compensation decisions. With respect to our executive compensation program, Pearl Meyer was requested to review the competitiveness of the program and analyze recent business results in order to evaluate the strength of the relationship between executive officer pay and overall Company performance. Pearl Meyer’s analysis of our executive compensation program: (i) included each of our executive officer positions; (ii) focused on position level pay data (with respect to base salary, short-term incentives, total cash compensation, long-term incentives and total direct compensation (sum of base salary, short-term incentives and long-term incentives)); and (iii) highlighted comparisons to market based on publicly-available proxy statements and further supplemented by published survey data. Based on its review and analysis, Pearl Meyer determined, among other things, that: (i) our aggregate total direct compensation levels for the executive officer group were above the 75th percentile of the market; (ii) for the most recently completed fiscal year, we continued to outperform the fifteen companies identified above based on a wide range of financial and shareholder metrics (with our average overall performance at the 67th percentile on a one-year basis and at the 76th percentile on a three-year basis); (iii) our total shareholder return was above the peer group 75th percentile over the one-year and three-year periods ending June 30, 2023; (iv) our executive pay structure had a greater weight on variable, performance-based compensation as compared to market; (v) our base salaries were within a competitive range (+/- 10%) of 50th percentile market values for most incumbents; and (vi) our long-term incentive compensation was generally between the 25th percentile and 50th percentile market values. Based on these findings, Pearl Meyer determined that our executive compensation program continues to demonstrate strong directional alignment versus industry peers in terms of average overall company performance and named executive officer aggregate total pay ranks. The Compensation Committee considered Pearl Meyer’s findings and analysis when it assessed our executive compensation program for 2024 and approved modest base salary increases for the continuing named executive officers. Although peer data is utilized in Pearl Meyer’s analysis, and the Compensation Committee reviews and considers such data in making compensation decisions, we do not benchmark compensation to any particular peer group percentile for any of our named executive officers. Given our financial performance, the majority of total compensation for our named executive officers over the past several years has been delivered through the PIP, which rewards our executives for driving superior financial performance. The Compensation Committee periodically reviews all aspects of our compensation program, including the pay mix for officers, to ensure alignment with desired objectives. After the Compensation Committee reviewed and considered the results of Pearl Meyer’s analysis conducted in 2023 and our 2023 “say-on-pay” voting results, the Compensation Committee approved the modifications to our executive compensation program discussed above. In connection with its engagement of Pearl Meyer, the Compensation Committee conducted a conflict of interest assessment and determined that Pearl Meyer was independent and that its engagement did not present any conflicts of interest. During fiscal 2023, Pearl Meyer only worked for the Compensation Committee and performed no additional services for the Company or any of the named executive officers. The Compensation Committee pre-approved all work performed by Pearl Meyer. During fiscal 2023, neither the Compensation Committee nor Company management used the services of any other compensation consultant other than Pearl Meyer.

  13. Elements of Compensation

    (1) The base salaries reported in this table and corresponding amounts reflected in the Summary Compensation Table may differ due to the timing of effective dates for base salary changes. (2) Effective July 1, 2023, Mr. Freeman’s base salary was increased to $956,800 in connection with his appointment as our President and Chief Executive Officer. (3) Effective July 1, 2023, Mr. Plemmons’ base salary was increased to $628,074 in connection with his appointment as our Executive Vice President and Chief Operating Officer. (4) Effective July 1, 2023, Mr. Satterfield’s base salary was increased to $628,074 in connection with his promotion to Executive Vice President. (5) Neither Mr. Parr nor Mr. Overbey was a named executive officer for the year ended December 31, 2022. During the year ended December 31, 2023, Mr. Parr’s base salary and Mr. Overbey’s base salary were each increased by: (i) the incremental adjustment based in part on the market analysis conducted by our compensation consultant, as described above, and (ii) an additional 2% to acknowledge their respective accomplishments and ongoing contributions to the Company. Non-equity Incentive Plan The Compensation Committee has determined that a significant portion of compensation provided to our named executive officers should be performance-based. Accordingly, during 2023, our named executive officers participated with certain other employees in our PIP, which is an incentive cash bonus plan designed to incentivize participants to achieve the Company’s strategic and financial goals for the fiscal year, using a formulaic calculation. The PIP is administered by the Compensation Committee. Participants were selected by the Compensation Committee, with input by senior management, to receive a monthly cash incentive payment opportunity based upon a fixed percentage, or participation factor, of our pre-tax income if our pre-tax income exceeds 2% of revenue for that month. The Compensation Committee approved the participation factors for our named executive officers and other key participants and monitored the compensation derived from the PIP. The formula applied for each participant in the PIP is shown below: Monthly Income Before Income Taxes x Participation Factor = Monthly Payout The Compensation Committee believes that the PIP has been very effective in focusing our executive officers and other participants on continuous operational excellence and aligning pay with performance. Compensation earned under the PIP is “at risk” and performance-based, and will vary over time based on our profitability. Generally, any decrease in pre-tax income directly – and negatively – impacts the amount of PIP compensation paid to our named executive officers. For illustration purposes, the following table reflects minimum, threshold and maximum PIP payouts that could be earned by each continuing named executive officer based on his individual PIP participation factor. Pre-tax income must exceed 2% of revenue for the threshold amount to be earned. The threshold amounts below are calculated using a pre-tax income amount of $117.3 million, which is 2% of our 2023 revenue. We used our 2023 revenue of $5.9 billion as the base revenue for this illustration, as we have not provided revenue guidance for any future periods.

  14. Elements of Compensation

    | | Pro Forma 2024 PIP Payout | | | | Named Executive Officer | Minimum $ | Threshold (1) $ | Maximum (2) $ | | Kevin M. Freeman | — | 703,800 | 9,855,040 | | Gregory B. Plemmons | — | 351,900 | 6,469,160 | | Adam N. Satterfield | — | 351,900 | 6,469,160 | | Ross H. Parr | — | 211,140 | 5,164,830 | | Cecil E. Overbey, Jr. | — | 211,140 | 5,164,830 |

  15. Elements of Compensation

    | Named Executive Officer | 2024 PIP Participation Factor (%) | 2023 PIP Participation Factor (%) | 2023 PIP Payout ($) | 2022 PIP Payout ($) | | Kevin M. Freeman | 0.60 | 0.60(1) | 7,558,433 | 5,513,125 | | Gregory B. Plemmons | 0.30 | 0.30(2) | 4,012,039 | 3,307,875 | | Adam N. Satterfield | 0.30 | 0.30(3) | 4,555,292 | 4,594,271 | | Ross H. Parr | 0.18 | 0.18 | 2,965,998 | (4) | | Cecil E. Overbey, Jr. | 0.18 | 0.18 | 2,965,998 | (4) | | Greg C. Gantt | N/A | 0.60(5) | 4,656,450 | 9,200,000 |

  16. Elements of Compensation

    | | Value of Earned Restricted Stock Award (RSA) At Grant ($) | | | | Named Executive Officer | 2023 | 2022 | 2021 | | Kevin M. Freeman | 746,436 | 570,831 | 600,820 | | Gregory B. Plemmons | 612,517 | 468,480 | 469,754 | | Adam N. Satterfield | 631,177 | 482,695 | 507,826 | | Ross H. Parr | 583,611 | (1) | (1) | | Cecil E. Overbey, Jr. | 583,611 | (1) | (1) | | Greg C. Gantt | 3,169,875(2) | 869,988 | 797,417 |

  17. Elements of Compensation

    (1) Neither Mr. Parr nor Mr. Overbey was a named executive officer for the years ended December 31, 2022 and 2021. (2) This amount reflects: (i) RSAs granted on February 8, 2023, at a value of $1,137,583; and (ii) the accelerated vesting on June 23, 2023, of Mr. Gantt’s outstanding unvested RSAs in connection with his retirement from the Company as discussed above, at a value of $2,032,292. The amounts of our fiscal 2024 RSA grants were determined by our 2023 operating ratio of 72.0%, which resulted in each of the continuing named executive officers earning RSA grants equal to 110% of base salary. Since the grants were made in February 2024, they will be included in tabular disclosures in our proxy statement for fiscal 2024, based on current SEC reporting requirements. Performance-Based Restricted Stock Units We believe that grants of PBRSUs under the 2016 Plan are a key long-term incentive component of our executive compensation program and further enhance our pay-for-performance philosophy. PBRSUs are directly linked to the Company’s prospective performance, with annual pre-tax income growth as the sole performance metric. We believe growth in pre-tax income is a key contributor to the long-term improvement in the price of our common stock. The amount of the PBRSUs eligible to be earned may range from 0% to 200% of each officer’s base salary for the year in which the grant is made. The earning of the PBRSUs is tied to the achievement of pre-tax income growth performance goals established by the Compensation Committee over a one-year performance period. No awards are earned for below-threshold performance. One-third of any earned PBRSUs are paid out following the end of the performance period, and an additional one-third of the PBRSUs are paid out on each anniversary thereafter, subject to continued employment by the named executive officer for further retention and incentive purposes. Vesting may also occur on the earliest of: (i) the date of a change in control of our ownership, which includes a “double trigger” and assumes the PBRSUs are not substituted, assumed, or continued; or (ii) the date the participant’s employment is terminated without cause by the Company or by the participant for good reason within six months before or one year after the effective date of the change of control; or (iii) the date the participant’s employment is terminated as a result of death or disability. Each of the named executive officers received a PBRSU grant in February 2023. Named executive officers with the title of Chief Executive Officer, Chief Financial Officer, or Chief Operating Officer received a target PBRSU of 100% of base salary, and named executive officers with the title of Senior Vice President received a target PBRSU of 50% of base salary. As such, the target PBRSU for Messrs. Freeman, Satterfield and Gantt was equal to 100% of each officer’s base salary, and the target PBRSU for Messrs. Plemmons, Parr and Overbey was equal to 50% of his base salary. In 2023, the Company did not achieve any annual pre-tax income growth, which resulted in none of the continuing named executive officers earning a PBRSU. Mr. Gantt forfeited his 2023 PBRSU in connection with his retirement from the Company effective June 30, 2023. The table below sets forth the target PBRSU for each of the named executive officers, expressed as a percentage of the named executive officer’s base salary for the 2023 performance period, the target number of PBRSUs, and the actual number of PBRSUs earned in 2023, adjusted for the two-for-one stock split:

  18. Elements of Compensation

    | Named Executive Officer | Target 2023 PBRSU As Percentage of Base Salary | Target 2023 PBRSUs (#) | 2023 PBRSUs Earned (#) | | Kevin M. Freeman | 100% | 4,080 | — | | Gregory B. Plemmons | 50% | 1,674 | — | | Adam N. Satterfield | 100% | 3,450 | — | | Ross H. Parr | 50% | 1,594 | — | | Cecil E. Overbey, Jr. | 50% | 1,594 | — | | Greg C. Gantt | 100% | 18,672(1) | N/A |

  19. Elements of Compensation

    (1) This amount reflects: (i) 6,218 shares, as adjusted for the two-for-one stock split, of PBRSUs granted on February 8, 2023; and (ii) the accelerated vesting on June 23, 2023, of 12,454 shares, as adjusted for the two-for-one stock split, of Mr. Gantt’s outstanding earned and unvested PBRSUs in connection with his retirement from the Company as discussed above. In January 2024, the Compensation Committee again selected pre-tax income growth as the performance metric and established year-over-year pre-tax income growth performance goals in connection with the grant of 2024 PBRSUs to our executive officers. The Compensation Committee believes that continuing to tie PBRSUs to pre-tax income growth goals that are aligned with our fiscal 2024 financial plan will appropriately incentivize our executive officers to achieve the Company’s strategic and financial goals. The Compensation Committee also determined that the target number of shares of common stock subject to the PBRSU will be equal to a specified percentage of each named executive officer’s 2024 base salary amount. The actual number of PBRSUs earned can range from 0% to 200% of target levels based on Company performance. We have not disclosed the specific goals for pre-tax income for fiscal 2024, as they are highly confidential and not reported publicly. Disclosing the specific goals would provide competitors and third parties with insights into our internal planning processes, which might allow our competitors to predict certain business strategies and cause us competitive harm. The Compensation Committee has set the fiscal 2024 pre-tax income performance target at a level that it believes to be challenging, but attainable. The shares underlying the PBRSUs awarded for fiscal 2024 are eligible to be earned only if we achieve a minimum threshold of growth in pre-tax income for fiscal 2024 as compared to 2023. The table below sets forth the target PBRSU for each continuing named executive officer, expressed as a percentage of the named executive officer’s 2024 base salary, consistent with the policy described above, for the 2024 performance period.

  20. Elements of Compensation

    | Named Executive Officer | Target 2024 PBRSU As Percentage of Base Salary | | Kevin M. Freeman | 100% | | Gregory B. Plemmons | 100% | | Adam N. Satterfield | 100% | | Ross H. Parr | 50% | | Cecil E. Overbey, Jr. | 50% |

  21. Elements of Compensation

    The Compensation Committee believes that the grant of PBRSUs driven by prospective pre-tax income growth strikes a healthy balance with our RSA program, which is based on the Company’s current operating ratio. In conjunction with our RSA program, the Compensation Committee believes PBRSUs complement our pay-for-performance philosophy, which is designed to drive continuous improvement in our operating and financial results that should further enhance long-term shareholder value. Our most recently completed PBRSU performance period illustrates our commitment to pay for performance. In 2023, the Company did not achieve any annual pre-tax income growth, which resulted in none of the named executive officers earning a PBRSU. We believe that our long-term equity incentive awards will continue to motivate our executive officers to achieve financial success for the Company and provide long-term benefit to our shareholders. Phantom Stock Plans Prior to 2016, phantom stock awards were used to reward our named executive officers for creating shareholder value and to provide a long-term retirement incentive for our named executive officers. No phantom stock awards have been granted since the adoption of the 2016 Plan. In December 2019, upon the recommendation of the Compensation Committee, the Board approved the amendment and restatement of the Company’s phantom plans to permit stock settlement of outstanding phantom stock awards in shares of our common stock in lieu of cash settlement. The amended and restated Old Dominion Freight Line, Inc. Phantom Stock Plan (the “Amended 2005 Phantom Plan”) and the amended and restated Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan (the “Amended 2012 Phantom Plan” and, together with the Amended 2005 Phantom Plan, the “Amended Phantom Plans”) also provide for waivers of the age 65 or age 55 vesting terms for participants, including each of the Company’s named executive officers, who will settle their outstanding phantom stock awards in shares of our common stock. No other time-based or service-based vesting provisions were modified or accelerated for any participant as a result of the Amended Phantom Plans. Phantom stock awards were previously granted under the Amended Phantom Plans. Each share of phantom stock awarded to participants under the Amended Phantom Plans represents a contractual right to receive an amount of common stock equal to the fair market value of a share of our common stock on the settlement date, provided that vesting provisions have been satisfied. This component of compensation generally facilitates the retention of key employees, rewards longevity and provides a retirement benefit to our named executive officers that is directly tied to shareholder value. Vesting and settlement provisions for each plan are discussed below. Our Board approved, and we adopted, the Old Dominion Freight Line, Inc. Phantom Stock Plan (the “2005 Phantom Plan”) in May 2005. The 2005 Phantom Plan expired in May 2012; however, grants under the Amended 2005 Phantom Plan remain outstanding. Awards granted to our named executive officers under the Amended 2005 Phantom Plan vest upon the earlier to occur of the following, provided the recipient is employed by us on such date: (i) the date of a change of control in our ownership; (ii) the fifth anniversary of the grant date; (iii) the date of the recipient’s death; or (iv) the date of the recipient’s total disability. Vested phantom stock awards are settled upon the earlier of the recipient’s: (i) termination of employment for any reason other than death, total disability, or for cause; (ii) death while employed by us; or (iii) termination of employment as a result of total disability. Subject to restrictions under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), settlements are paid in 24 equal monthly installments. Following expiration of the 2005 Phantom Plan, our Board approved, and we adopted, the Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan (the “2012 Phantom Plan”) in October 2012. Although we now utilize the 2016 Plan to facilitate our long-term incentive program, grants under the Amended 2012 Phantom Plan remain outstanding. Under the Amended 2012 Phantom Plan, a maximum of 3,000,000 shares of phantom stock, as adjusted for the two-for-one stock split, may be awarded to eligible employees, subject to adjustment to prevent dilution or enlargement caused by changes in our outstanding shares of common stock. Each award granted to our named executive officers vests in 20% increments on the anniversary of the grant date and is fully vested on the fifth anniversary of the grant date provided that the recipient: (i) has been continuously employed by us from the grant date until each respective vesting date; and (ii) has been continuously employed by us for at least 10 years on the respective vesting date. Vesting also occurs on the earliest of: (i) the date of a change in control of our ownership; (ii) the date of the recipient’s death; or (iii) the date of the recipient’s total disability, in each case provided that the recipient has been continuously employed by us from the grant date until the date of the respective event. Vested phantom stock awards are settled upon the earliest of the date of the recipient’s: (i) termination of employment for any reason other than death, total disability or for cause; (ii) death while employed by us; or (iii) termination of employment as a result of total disability. Settlements are generally paid in 24 equal monthly installments of shares of common stock, although recipients may, with respect to each grant, provide for payment in any other manner for up to five years following settlement subject to the limitations set forth in each individual award agreement. Each recipient also has the ability to defer the annual installments payable under an award agreement for a period of five years by filing a written election with the administrator at least one year in advance of the date on which payment of the annual installments would otherwise commence. Any payment may be delayed, if necessary, to comply with Section 409A of the Code. In connection with the amendment and restatement of the Company’s phantom plans in December 2019, as discussed above, each of the Company’s named executive officers has entered into amended award agreements with respect to outstanding phantom stock awards, whether vested or unvested, to settle such awards in shares of our common stock, adjusted for the two-for-one stock split, as set forth in the table below. The market value was computed by multiplying the number of phantom shares by the closing share price of $202.67 ($405.33 prior to the two-for-one stock split) at December 29, 2023, the last trading day of our fiscal year, as reported on the Nasdaq Global Select Market.

  22. Elements of Compensation

    | Named Executive Officer | Outstanding Vested Stock Awards under Amended Phantom Plans, as Amended for Settlement in Common Stock (#) | Market Value at December 29, 2023 ($) | | Kevin M. Freeman | 75,372 | 15,275,266 | | Gregory B. Plemmons | 62,504 | 12,667,373 | | Adam N. Satterfield | 22,048 | 4,468,358 | | Ross H. Parr | 27,658 | 5,605,309 | | Cecil E. Overbey, Jr. | 75,372 | 15,275,266 | | Greg C. Gantt | 122,582 | 24,843,081 |

  23. Elements of Compensation

    The outstanding phantom stock awards will be settled in shares of our common stock equal to the number of vested shares of phantom stock on the applicable settlement date. The shares of common stock will generally be distributed in twenty-four substantially equal monthly installments commencing on the first day of the sixth calendar month following such settlement date. All shares of common stock that may be issued to settle phantom stock awards under the Amended Phantom Plans will be issued only under, and will be subject to the terms and conditions of, the 2016 Plan. We do not provide a supplemental retirement plan for our named executive officers, although we do offer a voluntary, self-funded and unsecured deferred compensation program. See “Nonqualified Deferred Compensation Plan” below. Stock Ownership Policy The Compensation Committee and the Board strongly believe that our officers’ financial interests should be aligned with the long-term interests of our Company and its shareholders. To further this goal, the Board has adopted a stock ownership and retention policy (the “Stock Ownership Policy”) applicable to members of the Board and officers of the Company. Each officer is required to achieve and maintain a level of ownership in our common stock based on a multiple of annual base salary as described below.

  24. Elements of Compensation

    | Covered Individuals (1) | Base Salary Multiple Threshold | | Chief Executive Officer | 6.0x (600%) annual base salary | | President, Chief Operating Officer and Chief Financial Officer | 2.0x (200%) annual base salary | | Other Executive Officers | 1.5x (150%) annual base salary | | All other Officers | 1.0x (100%) annual base salary |

  25. Elements of Compensation

    (1) If a covered individual holds multiple positions, the required stock ownership threshold applicable to such individual is the highest threshold. For purposes of determining whether an officer has satisfied the Stock Ownership Policy, eligible equity may include: (i) shares owned by the officer; (ii) shares owned jointly with the officer’s spouse and/or dependent children; (iii) shares owned by the officer’s spouse or dependent children; (iv) shares held by the officer in a 401(k) plan; (v) shares held in individual brokerage accounts or other custodial accounts or in trust for the benefit of the officer or the officer’s spouse and/or dependent children; (vi) shares underlying time-based RSAs, restricted stock units, deferred stock units or similar awards (including performance- and time-based restricted stock unit awards if and to the extent earned) (in each case, whether vested or unvested); (vii) shares received upon the exercise of stock options, stock appreciation rights or similar awards; and (viii) shares received from earned performance-based awards such as performance-based restricted stock units, performance shares, performance units or similar awards. Shares of phantom stock awarded under the Amended Phantom Plans and unearned PBRSUs are not considered eligible equity for purposes of determining compliance with the Stock Ownership Policy. Officers may utilize grants under the 2016 Plan, in the manner discussed above, to satisfy the Stock Ownership Policy. Until the applicable thresholds of ownership outlined above are met, an officer is required to retain 50% of the net shares (those shares of common stock that remain after shares are sold, delivered, or withheld in payment of withholding taxes related to equity awards) resulting from the vesting or earning of all RSAs or PBRSUs granted under the 2016 Plan, and 50% of the net shares resulting from the exercise of any stock options that may be granted under the 2016 Plan. The Stock Ownership Policy also requires all individuals covered under this policy, including named executive officers, to retain 50% of the net shares resulting from the vesting or earning of all RSAs, restricted stock unit awards, performance awards or similar awards granted on or after June 1, 2018, and 50% of the net shares resulting from the exercise of any stock options, stock appreciation awards or similar awards granted on or after June 1, 2018, for a period of twelve months following the applicable vesting, earning or exercise date. This retention requirement applies even after the applicable thresholds of ownership described above are satisfied. Clawback Policy The Compensation Committee and the Board believe it is desirable and in the best interests of the Company and its shareholders to maintain a culture that emphasizes accountability and integrity and discourages conduct detrimental to the Company and its shareholders. To reinforce this objective, in October 2023, the Compensation Committee and the Board approved an updated clawback policy designed to comply with Section 10D of the Exchange Act and Rule 10D-1 adopted thereunder and with applicable Nasdaq listing standards. The policy provides for the recoupment of certain incentive compensation in the event that the Company is required to prepare an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws or as otherwise provided under the policy. The policy was filed as Exhibit 97 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. 401(k) Retirement Plan Our named executive officers may participate in our 401(k) retirement plan, which includes a matching provision that is based upon the participant’s contributions and, at our option, a discretionary contribution that is allocated to all 401(k) participants. Although we consider this match in our evaluation of overall compensation, we believe the maximum employee contribution and matching limits in our plan are, alone, insufficient to enable our named executive officers to save an amount that is adequate for their retirement or to be competitive with similarly-situated executives at other companies in our industry. As a result, we offer certain employees, including our named executive officers, the opportunity to participate in a non-qualified deferred compensation plan. Nonqualified Deferred Compensation Plan Because we do not provide a significant retirement plan for our named executive officers, we offer them an alternative vehicle for self-funding their retirement through our 2006 Nonqualified Deferred Compensation Plan. This plan allows eligible participants, including our named executive officers, to defer percentages of both their annual base salary and their monthly non-equity incentive compensation. The retirement benefits for our named executive officers are self-funded and unsecured, and the availability of these retirement benefits will depend on our ability to fund future payments. The Company does not provide any matching contributions or other discretionary contributions to this plan. The plan is described in further detail under the caption “Executive Compensation - 2023 Nonqualified Deferred Compensation” in this proxy statement. Tax Considerations For tax years prior to January 1, 2018, Section 162(m) of the Code generally allowed us to deduct certain compensation paid to certain of our named executive officers under the Section 162(m) qualified performance-based compensation exemption. For taxable years beginning on and after January 1, 2018, the qualified performance-based compensation exemption is no longer available, except in limited situations that are eligible for transition relief, and the group of current and former named executive officers who may be covered by the deduction limit was expanded. Going forward, we will therefore not be eligible to take a full deduction under Section 162(m) for qualified performance-based compensation except in limited grandfathered situations. The Compensation Committee may modify compensation that was initially intended to be exempt from Section 162(m), to the extent permitted by applicable law and the relevant governing documents, as well as its mix of compensation elements, if it determines that such modifications are consistent with our business needs. We will continue to structure our executive compensation program to place primary emphasis on performance-based incentives that are intended to align pay with performance in support of long-term shareholder value creation. Change of Control and Post-Employment Benefit Considerations The Severance Plan provides for post-employment benefits in the event of a qualifying termination resulting from a change in control to eligible key officers, including all of our named executive officers. We believe the Severance Plan provides a reasonable level of protection to our named executive officers in the event we experience a change of control. The benefits provided by this plan are described in more detail under the caption “Executive Compensation - Old Dominion Freight Line, Inc. Change of Control Severance Plan for Key Executives” in this proxy statement. Other Benefits and Perquisites Our named executive officers participate equitably with our employees in various employee benefits, which include medical, dental, vision, and short- and long-term disability. We also provide all full-time employees a predetermined amount of group life insurance, and each named executive officer receives term-life benefits of $300,000.

  26. Elements of Compensation

    In 2023, we once again offered our officers, including our named executive officers, the opportunity to participate, on a voluntary basis, in an executive health program. For participants in this program, we paid the costs for a comprehensive health assessment to address their overall medical needs and assess their health risks. Mr. Freeman, Mr. Satterfield and Mr. Overbey chose to participate in this program and our cost was $2,400 for each officer. This cost is included in the “All Other Compensation” column of the Summary Compensation Table under the caption “Executive Compensation - Summary Compensation Table” in this proxy statement. We plan to continue to offer this benefit to our officers, including our named executive officers, on an annual basis. In 2023, Mr. Gantt, Mr. Freeman, Mr. Plemmons and Mr. Overbey elected to use a Company-provided vehicle, and Mr. Satterfield and Mr. Parr elected to receive a vehicle allowance provided by the Company. The taxable value of the personal use of these automobiles and applicable vehicle allowances is included in the “All Other Compensation” column of the Summary Compensation Table under the caption “Executive Compensation - Summary Compensation Table” in this proxy statement. We own a fractional interest in an aircraft that is primarily used for business purposes. Our named executive officers may utilize the aircraft for personal travel to optimize use of their time. None of our named executive officers used the aircraft for personal travel in 2023. We do not provide any tax gross-up payments on any perquisites or benefits.

  27. Summary Compensation Table

    Summary Compensation Table The following table provides an overview of compensation earned by our Chief Executive Officer, our Chief Financial Officer, our former Chief Executive Officer and our three other most highly compensated executive officers serving as of December 31, 2023 (collectively, our “named executive officers”).

  28. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | Kevin M. Freeman | 2023 | 784,387 | 1,113,075 | 7,558,433 | 2,390 | 38,326 | 9,496,611 | | President and Chief | 2022 | 604,024 | 1,692,240 | 5,513,125 | 6,943 | 32,460 | 7,848,792 | | Executive Officer | 2021 | 583,168 | 1,488,187 | 4,165,267 | 4,601 | 25,546 | 6,266,769 | | Gregory B. Plemmons | 2023 | 568,682 | 762,767 | 4,012,039 | 809 | 31,877 | 5,376,174 | | Executive Vice President | 2022 | 495,619 | 928,521 | 3,307,875 | 1,578 | 33,232 | 4,766,825 | | and Chief Operating Officer | 2021 | 478,432 | 816,548 | 2,499,160 | 1,046 | 24,665 | 3,819,851 | | Adam N. Satterfield | 2023 | 576,909 | 941,023 | 4,555,292 | — | 46,023 | 6,119,247 | | Executive Vice President, | 2022 | 510,753 | 1,430,697 | 4,594,271 | — | 44,554 | 6,580,275 | | Chief Financial Officer and Assistant Secretary | 2021 | 493,042 | 1,257,950 | 3,471,056 | — | 37,261 | 5,259,309 | | Ross H. Parr(5) | 2023 | 501,037 | 726,672 | 2,965,998 | — | 44,467 | 4,238,174 | | Senior Vice President - | | | | | | | | | Legal Affairs, General Counsel and Secretary | | | | | | | | | Cecil E. Overbey, Jr.(5) | 2023 | 501,037 | 726,672 | 2,965,998 | 10,319 | 41,935 | 4,245,961 | | Senior Vice President - | | | | | | | | | Strategic Development | | | | | | | | | Greg C. Gantt | 2023 | 499,772 | 5,762,385(6) | 4,656,450 | 52,985 | 325,154 | 11,296,746 | | Former President and Chief | 2022 | 917,701 | 2,578,625 | 9,200,000 | 92,964 | 39,085 | 12,828,375 | | Executive Officer | 2021 | 774,023 | 1,975,247 | 7,744,570 | 46,780 | 37,213 | 10,577,833 |

  29. Summary Compensation Table

    (1) The amount reflects the grant date fair value of RSAs and PBRSUs granted under the provisions of the 2016 Plan computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, Compensation - Stock Compensation (“ASC 718”), disregarding the estimate of forfeitures related to applicable performance-based and service-based, as applicable, vesting conditions. The valuation assumptions used are summarized in Note 8 of the Notes to the Financial Statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”). The actual amounts, if any, ultimately realized may differ from the ASC 718 grant date fair value amounts. Our Compensation Committee considers the grant date fair value of a restricted stock grant and the grant date fair value at target of PBRSU grants as part of compensation in the year of grant when evaluating annual compensation for our named executive officers. Assuming achievement of the PBRSUs at the maximum level, the grant date fair value of the PBRSUs would have been as follows: Mr. Freeman, $1,466,915; Mr. Plemmons, $601,719; Mr. Satterfield, $1,240,462; Mr. Parr, $573,323, Mr. Overbey, $573,323, and Mr. Gantt, $2,235,060. The PBRSUs for 2023 were subsequently forfeited as the minimum performance threshold was not met. (2) Pursuant to our PIP, we pay monthly cash incentives to our named executive officers based upon our pre-tax income during the fiscal year, subject to certain restrictions. Cash incentives are generally paid in the month following the actual month in which the cash incentive is earned. The table reflects the cash incentives earned for each of the 12 months of the respective year, regardless of when the incentive payment was actually made. The amounts in this column are treated as “above-market interest” (defined by current SEC rules as the portion exceeding 120% of the applicable federal long-term rate) credited to deferrals under the Company’s Nonqualified Deferred Compensation Plan. See “All Other Compensation” below for the amounts and descriptions of these components of compensation in 2023. Neither Mr. Parr nor Mr. Overbey was a named executive officer for the years ended December 31, 2022 and 2021. (6) This amount reflects: (i) RSAs and PBRSUs granted on February 8, 2023, at a value of $1,696,168; and (ii) the accelerated vesting on June 23, 2023, of an aggregate of 24,898 shares, as adjusted for the two-for-one stock split, subject to Mr. Gantt’s outstanding unvested RSAs and outstanding earned and unvested PBRSUs in connection with his retirement from the Company as discussed above, at a value of $4,066,217. All Other Compensation The allocation of 2023 “All Other Compensation” from the Summary Compensation Table is presented below:

  30. Summary Compensation Table

    | Named Executive Officer | Life Insurance Premiums ($)(1) | Executive Health Program ($)(2) | Corporate Automobile Benefits ($)(3) | Company Contributions to the 401(k) Plan ($)(4) | Vested Restricted Stock Accumulated Dividends ($)(5) | Service as Non-Employee Director ($)(6) | Other ($)(7) | Total ($) | | Kevin M. Freeman | 1,972 | 2,400 | 3,718 | 24,208 | 6,028 | — | — | 38,326 | | Gregory B. Plemmons | 1,285 | — | 1,657 | 24,194 | 4,741 | — | — | 31,877 | | Adam N. Satterfield | 448 | 2,400 | 14,820 | 23,260 | 5,095 | — | — | 46,023 | | Ross H. Parr | 690 | — | 14,820 | 24,243 | 4,714 | — | — | 44,467 | | Cecil E. Overbey, Jr. | 1,972 | 2,400 | 7,456 | 25,393 | 4,714 | — | — | 41,935 | | Greg C. Gantt | 1,969 | — | 2,870 | 25,632 | 17,878 | 210,174 | 66,631 | 325,154 |

  31. Summary Compensation Table

    (1) Reflects the taxable excess group term-life insurance premiums under our group term-life insurance policy for all full-time employees. (2) The amount reflects our cost to provide our named executive officers with the opportunity to participate, on a voluntary basis, in an executive health program. (3) For Mr. Freeman, Mr. Plemmons, Mr. Overbey and Mr. Gantt, the amount reflects compensation for the personal use during 2023 of a Company-provided vehicle calculated by allocating the fixed and variable costs of the vehicle over the percentage of personal versus total mileage driven. For Mr. Satterfield and Mr. Parr, the amount reflects compensation for a vehicle allowance in lieu of a Company-provided vehicle for 2023. (4) Each of our named executive officers is eligible to participate in our 401(k) retirement plan on the same basis as other employees. Employee contributions are limited to a percentage of their compensation, as defined in the plan. We guaranteed a match of 50% of the first 6% of all employee contributions in 2023. Additional employer contributions may be awarded on a non-discriminatory basis to all participants, and such discretionary employer contributions were awarded in 2023 and are included in the amounts disclosed. (5) Each participant in the 2016 Plan accumulates dividends for each unvested RSA, payable upon vesting. In 2023, Mr. Freeman vested in 5,726 shares, as adjusted for the two-for-one stock split, and received a payment for his accumulated dividends of $6,028; Mr. Plemmons vested in 4,524 shares, as adjusted for the two-for-one stock split, and received a payment for his accumulated dividends of $4,741; Mr. Satterfield vested in 4,840 shares, as adjusted for the two-for-one stock split, and received a payment for his accumulated dividends of $5,095; Mr. Parr vested in 4,478 shares, as adjusted for the two-for-one stock split, and received a payment for his accumulated dividends of $4,714; Mr. Overbey vested in 4,478 shares, as adjusted for the two-for-one stock split, and received a payment for his accumulated dividends of $4,714; and Mr. Gantt vested in 20,282 shares, as adjusted for the two-for-one stock split, and received a payment for his accumulated dividends of $17,878. For more details, refer to the "2023 Stock Vested" table below. The amount reflects the following compensation received by Mr. Gantt for his service as a non-employee director beginning July 1, 2023 (following his retirement as our President and Chief Executive Officer effective June 30, 2023): (i) a pro rata cash retainer in the amount of $45,000; and (ii) a pro rata RSA grant of 898 shares, as adjusted for the two-for-one stock split (the amount reflected in this column represents the grant date fair value of $165,174 computed in accordance with ASC 718). Effective upon his retirement on June 30, 2023, Mr. Gantt received other consideration valued at $66,631.

  32. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table provides information regarding plan-based awards under our 2016 Plan made to our named executive officers during fiscal year 2023, as adjusted for the two-for-one stock split. The actual amounts, if any, ultimately realized may differ from the amounts set forth in the “Grant Date Fair Value of Stock and Option Awards” column. Our 2016 Plan is discussed in more detail under the caption "Compensation Discussion and Analysis - Elements of Compensation - 2016 Stock Incentive Plan" in this proxy statement.

  33. 2023 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number | Grant Date Fair Value of Stock | | Named Executive Officer | Award Type (1) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | of Shares of Stock or Units (#) | and Option Awards ($)(2) | | Kevin M. | RSA | 2/8/2023 | — | — | — | — | — | — | 4,080 | 746,436 | | Freeman | PBRSU | 2/8/2023 | | | | 2,040 | 4,080 | 8,162 | | 366,639 | | Gregory B. | RSA | 2/8/2023 | — | — | — | — | — | — | 3,348 | 612,517 | | Plemmons | PBRSU | 2/8/2023 | | | | 836 | 1,674 | 3,348 | | 150,250 | | Adam N. | RSA | 2/8/2023 | — | — | — | — | — | — | 3,450 | 631,177 | | Satterfield | PBRSU | 2/8/2023 | | | | 1,724 | 3,450 | 6,902 | | 309,846 | | Ross H. | RSA | 2/8/2023 | — | — | — | — | — | — | 3,190 | 583,611 | | Parr | PBRSU | 2/8/2023 | | | | 796 | 1,594 | 3,190 | | 143,061 | | Cecil E. | RSA | 2/8/2023 | — | — | — | — | — | — | 3,190 | 583,611 | | Overbey, | PBRSU | 2/8/2023 | | | | 796 | 1,594 | 3,190 | | 143,061 | | Jr. | | | | | | | | | | | | Greg C. | RSA | 2/8/2023 | — | — | — | — | — | — | 18,662(3) | 3,169,875(3) | | Gantt | RSA | 7/3/2023 | — | — | — | — | — | — | 898(4) | 165,174(4) | | | PBRSU | 2/8/2023 | | | | 3,108 | 6,218 | 12,436 | 12,454(5) | 2,592,510(5) |

  34. 2023 Grants of Plan-Based Awards

    (1) For each of Mr. Freeman, Mr. Satterfield, and Mr. Gantt, the 2023 earned RSA and target PBRSU grants reflect awards equal to 100% of his base salary on the grant date divided by the average closing price of our common stock for the 50-day period beginning November 25, 2022 and ending February 7, 2023 (the “50-day moving average”). For each of Mr. Plemmons, Mr. Parr and Mr. Overbey, the 2023 earned RSA and target PBRSU grants reflect awards equal to 100% and 50%, respectively, of his base salary on the grant date divided by the average closing price of our common stock for the 50-day moving average. PBRSUs are earned, if at all, at the end of a one-year performance period based on the achievement of pre-tax income performance targets established by the Compensation Committee. One-third of any earned PBRSUs vest following conclusion of the performance period (to the extent any of the performance targets are achieved) and an additional one-third of the PBRSUs vest on each anniversary thereafter, subject to continued employment. Payouts of PBRSUs could range from 0% up to a maximum of 200% of the target award. For 2023, the Company did not achieve any pre-tax income growth, which resulted in none of the continuing named executive officers earning the 2023 PBRSUs. Our Compensation Committee considers the value of the RSA grant and the target value of the PBRSU grant as part of the compensation in the year of grant when evaluating compensation to our named executive officers. (2) These amounts represent the aggregate grant date fair value computed in accordance with ASC 718. The valuation assumptions used are summarized in Note 8 of the Notes to the Financial Statements included in Part II, Item 8 of our Form 10-K. These amounts do not reflect compensation actually received by the named executive officer, and the actual amount of the stock award ultimately realized upon vesting may differ from the aggregate grant date fair value. This amount reflects: (i) 6,218 shares, as adjusted for the two-for-one stock split, of RSAs granted on February 8, 2023, at a value of $1,137,583; and (ii) the accelerated vesting on June 23, 2023, of an aggregate of 12,444 shares, as adjusted for the two-for-one stock split, subject to Mr. Gantt’s outstanding unvested RSAs in connection with his retirement from the Company as discussed above, at a value of $2,032,292. This amount reflects a pro rata RSA grant of 898 shares, as adjusted for the two-for-one stock split, with a grant date fair value of $165,174 computed in accordance with ASC 718, for Mr. Gantt's service as a non-employee director beginning July 1, 2023 (following his retirement as our President and Chief Executive Officer effective June 30, 2023). This amount reflects: (i) PBRSUs granted on February 8, 2023, at a value of $558,585; and (ii) the accelerated vesting on June 23, 2023, of an aggregate of 12,454 shares, as adjusted for the two-for-one stock split, subject to Mr. Gantt’s outstanding earned and unvested PBRSUs granted in 2021 and 2022 where performance hurdles had already been achieved in connection with his retirement from the Company as discussed above, at a value of $2,033,925. Mr. Gantt’s 2023 PBRSU grant was forfeited as his retirement occurred prior to the completion of the performance cycle.

  35. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table reflects awards under our equity-based award incentive plans to our named executive officers that had not vested as of December 31, 2023, as adjusted for the two-for-one stock split:

  36. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Stock Awards | | | Named Executive Officer | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Kevin M. Freeman | 2/8/2023(1) | 4,080 | 826,873 | | | 2/8/2023(2) | — | — | | | 2/9/2022(1) | 2,410 | 488,423 | | | 2/9/2022(2) | 4,820 | 976,845 | | | 2/11/2021(1) | 1,924 | 389,927 | | | 2/11/2021(2) | 3,852 | 780,666 | | Gregory B. Plemmons | 2/8/2023(1) | 3,348 | 678,522 | | | 2/8/2023(2) | — | — | | | 2/9/2022(1) | 1,978 | 400,871 | | | 2/9/2022(2) | 1,978 | 400,871 | | | 2/11/2021(1) | 1,504 | 304,808 | | | 2/11/2021(2) | 1,504 | 304,808 | | Adam N. Satterfield | 2/8/2023(1) | 3,450 | 699,194 | | | 2/8/2023(2) | — | — | | | 2/9/2022(1) | 2,038 | 413,031 | | | 2/9/2022(2) | 4,074 | 825,657 | | | 2/11/2021(1) | 1,626 | 329,533 | | | 2/11/2021(2) | 3,254 | 659,472 | | Ross H. Parr | 2/8/2023(1) | 3,190 | 646,501 | | | 2/8/2023(2) | — | — | | | 2/9/2022(1) | 1,884 | 381,821 | | | 2/9/2022(2) | 1,884 | 381,821 | | | 2/11/2021(1) | 1,504 | 304,808 | | | 2/11/2021(2) | 1,504 | 304,808 | | Cecil E. Overbey, Jr. | 2/8/2023(1) | 3,190 | 646,501 | | | 2/8/2023(2) | — | — | | | 2/9/2022(1) | 1,884 | 381,821 | | | 2/9/2022(2) | 1,884 | 381,821 | | | 2/11/2021(1) | 1,504 | 304,808 | | | 2/11/2021(2) | 1,504 | 304,808 | | Greg C. Gantt | 7/3/2023(4) | 898 | 181,993 | | | 2/8/2023(1) | — | — | | | 2/8/2023(2) | — | — | | | 2/9/2022(1) | — | — | | | 2/9/2022(2) | — | — | | | 2/11/2021(1) | — | — | | | 2/11/2021(2) | — | — |

  37. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1) These unvested RSAs under the 2016 Plan are scheduled to vest in accordance with the vesting provisions described in this proxy statement under “Compensation Discussion and Analysis - Elements of Compensation - 2016 Stock Incentive Plan". These unvested PBRSUs under the 2016 Plan are scheduled to vest in accordance with the vesting provisions described in this proxy statement under “Compensation Discussion and Analysis - Elements of Compensation - 2016 Stock Incentive Plan". For 2023, the Company did not achieve any annual pre-tax income growth, which resulted in none of the continuing named executive officers earning the 2023 PBRSUs. For each of 2022 and 2021, the Compensation Committee determined that the Company achieved a level of pre-tax income growth relative to the target that provided for the earning of the 2022 and 2021 PBRSUs, respectively, equal to 200% of the target award. One-third of each of the earned 2022 and 2021 PBRSUs vested following the conclusion of the performance period and an additional one-third of each of the 2022 and 2021 PBRSUs are scheduled to vest on each of the second and third anniversaries of the grant date, subject to continued employment on each applicable vesting date. The market value of RSAs and PBRSUs that have not vested as of December 31, 2023 for each named executive officer is determined by multiplying the number of shares or units set forth above by the closing share price of $202.67 ($405.33 prior to the two-for-one stock split) at December 29, 2023, the last day of trading as reported on the Nasdaq Global Select Market. (4) For his service as a non-employee director beginning July 1, 2023 (following his retirement as our President and Chief Executive Officer effective June 30, 2023), Mr. Gantt received a pro rata RSA grant of 898 shares, as adjusted for the two-for-one stock split, with a market value of $181,993 determined by multiplying the number of shares set forth above by the closing share price of $202.67 ($405.33 prior to the two-for-one stock split) at December 29, 2023, the last day of trading as reported on the Nasdaq Global Select Market.

  38. 2023 Stock Vested

    2023 Stock Vested The following table reflects stock awards to our named executive officers that vested during 2023 under the 2016 Plan, as adjusted for the two-for-one stock split.

  39. 2023 Stock Vested

    | | | Stock Awards | | | Named Executive Officer | Award Type | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Kevin M. Freeman | Performance-Based Restricted Stock Unit | 9,146 | 1,613,250 | | | Restricted Stock | 5,726 | 1,011,833 | | Gregory B. Plemmons | Performance-Based Restricted Stock Unit | 3,622 | 638,928 | | | Restricted Stock | 4,524 | 799,466 | | Adam N. Satterfield | Performance-Based Restricted Stock Unit | 7,734 | 1,364,188 | | | Restricted Stock | 4,840 | 855,269 | | Ross H. Parr | Performance-Based Restricted Stock Unit | 3,576 | 630,763 | | | Restricted Stock | 4,478 | 791,301 | | Cecil E. Overbey, Jr. | Performance-Based Restricted Stock Unit | 3,576 | 630,763 | | | Restricted Stock | 4,478 | 791,301 | | Greg C. Gantt | Performance-Based Restricted Stock Unit | 25,068(2) | 4,259,412(2) | | | Restricted Stock | 20,282(3) | 3,417,523(3) |

  40. 2023 Stock Vested

    (1) The value realized upon vesting of PBRSUs and RSAs was computed by multiplying the number of shares vested on the settlement dates of February 9, February 10, February 13, and June 23, 2023, by the closing share price of $177.50, $174.50, $177.98 and $163.32 ($355.00, $349.00, $355.96 and $326.63 prior to the two-for-one stock split), respectively, as reported on the Nasdaq Global Select Market. (2) This amount reflects: (i) 12,614 shares, as adjusted for the two-for-one stock split, of PBRSUs vested in February 2023, at a value of $2,225,487; and (ii) the accelerated vesting on June 23, 2023, of an aggregate of 12,454 shares, as adjusted for the two-for-one stock split, subject to Mr. Gantt’s outstanding earned and unvested PBRSUs in connection with his retirement from the Company as discussed above, at a value of $2,033,925. This amount reflects: (i) 7,838 shares, as adjusted for the two-for-one stock split, of RSAs vested in February 2023, at a value of $1,385,231; and (ii) the accelerated vesting on June 23, 2023, of an aggregate of 12,444 shares, as adjusted for the two-for-one stock split, subject to Mr. Gantt’s outstanding unvested RSAs in connection with his retirement from the Company as discussed above, at a value of $2,032,292.

  41. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation The following table provides information regarding our named executive officers' contributions and earnings in our deferred compensation plans in 2023:

  42. 2023 Nonqualified Deferred Compensation

    | Named Executive Officer | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($) | Aggregate Earnings (Losses) in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Kevin M. Freeman | — | — | 14,571 | (366,666) | 215,676 | | Gregory B. Plemmons | — | — | 249,295 | — | 1,395,835 | | Adam N. Satterfield | — | — | — | — | — | | Ross H. Parr | — | — | — | — | — | | Cecil E. Overbey, Jr. | — | — | 89,892 | — | 1,736,633 | | Greg C. Gantt | — | — | 463,327 | (167,786) | 8,833,893 |

  43. 2023 Nonqualified Deferred Compensation

    (1) Contributions represent deferrals of certain amounts of salary and cash incentives awarded pursuant to our PIP, which are included in the "Salary" and "Non-Equity Incentive Plan Compensation" columns of the Summary Compensation Table. (2) Aggregate earnings (losses) represent the return on the investment options selected by each named executive officer in 2023 in our deferred compensation plans. Earnings are not guaranteed rates of return and reflect actual market fluctuations of the funds in which they are deemed to be invested. These earnings are calculated in the same manner and at the same rate as earnings on externally managed funds or are based upon other market-determined rates. A portion of the earnings reflected in this column are reported in the Summary Compensation Table and are treated as “above-market interest,” as that term is defined by current SEC rules and as described in footnote 3 to such table. 2006 Nonqualified Deferred Compensation Plan of Old Dominion Freight Line, Inc. Effective January 1, 2006, we adopted the 2006 Nonqualified Deferred Compensation Plan of Old Dominion Freight Line, Inc. (the “Nonqualified Deferred Compensation Plan”) to permit certain of our management employees, including each of the named executive officers, to defer receipt of current compensation. This plan was amended and restated effective January 1, 2009, and further amended effective January 1, 2010, November 10, 2011, January 29, 2015 and July 20, 2022. The Nonqualified Deferred Compensation Plan is an unfunded plan maintained primarily for the purpose of providing retirement benefits for eligible employees. Participating employees may elect to reduce their (i) regular base salary by a whole number percentage from one to fifty percent, and/or (ii) non-equity incentive compensation by a whole number percentage from one to seventy-five percent. The deferred amount is credited to the deferred compensation account we maintain for each participant. While not funded, each participant is allowed to select one or more investment options. Deferral amounts, along with gains and losses on investment options in which participants are deemed invested, are posted to the deferred compensation account of each participant. The total deferrals, plus the cumulative gains and losses on the investment options, are eligible for distribution from our general corporate funds. Distributions are subject to elections made by the participants, which generally require a five-year waiting period for active employees; however, distributions can begin immediately in the event of retirement, disability, death or other termination of service. Distributions also may be made upon the occurrence of certain other events, such as an unforeseeable emergency, or delayed under certain circumstances, such as when a distribution might violate the terms of a Company borrowing agreement. Payments are made from the Nonqualified Deferred Compensation Plan in a lump sum or in annual installments over a certain term, as elected by the participant. The plan also allows us, in our sole discretion and without any participant discretion or election, to make a mandatory lump-sum payment in settlement of a participant's entire accrued benefit. Prior to the adoption of the Nonqualified Deferred Compensation Plan, we offered a similar plan allowing participating employees to defer receipt of regular base salary and/or cash incentive compensation. The deferral of wages earned subsequent to December 31, 2004 is no longer permitted under this plan, as required by Section 409A of the Code.

  44. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control Potential payments and benefits upon termination without cause, which includes resignation, retirement, death and total disability, or change of control, are provided to our named executive officers pursuant to (i) the Severance Plan, (ii) our Amended Phantom Plans, and (iii) our 2016 Plan. All payments and benefits are forfeited if termination of the named executive officer resulted (i) for cause, (ii) from failure to comply with the non-competition and non-solicitation provisions of the respective plan, or (iii) from termination by the executive for a reason not constituting “good reason.” A “change of control” does not constitute “good reason,” but a fundamental disagreement with the Board following a change of control does constitute “good reason.” The Severance Plan is discussed in further detail under “Old Dominion Freight Line, Inc. Change of Control Severance Plan for Key Executives” below. The Severance Plan provides that upon the termination of employment of one of our continuing named executive officers as a result of a compensation continuance termination event (termination of the officer’s employment by the Company for any reason other than for cause (as defined in the Severance Plan), death or total disability, or by the officer for good reason (as defined in the Severance Plan)) occurring within 36 months following a change of control (as defined in the Severance Plan), the officer will be entitled to receive certain benefits, including a monthly severance benefit equal to the officer’s monthly termination cash compensation during the 12-calendar month period following the termination date. The Severance Plan is further described in the “Old Dominion Freight Line, Inc. Change of Control Severance Plan for Key Executives” section below. Our continuing named executive officers, or their beneficiaries, would also receive payments due to them at retirement, death or disability pursuant to our 401(k) retirement plan, our Amended Phantom Plans, our 2016 Plan and our deferred compensation plans. The vested amounts due to each named executive officer under our 2016 Plan and under our deferred compensation plans are provided under the captions “Executive Compensation - 2023 Stock Vested” and “Executive Compensation - 2023 Nonqualified Deferred Compensation” in this proxy statement. In connection with Mr. Gantt’s retirement from the Company effective June 30, 2023 and in recognition of his distinguished contributions over his 28 years of service to the Company, the Board accelerated the vesting of an aggregate of 24,898 shares, as adjusted for the two-for-one stock split, of the Company’s common stock subject to Mr. Gantt’s (i) outstanding unvested RSAs, and (ii) outstanding earned and unvested PBRSUs. Also in connection with his retirement, Mr. Gantt received other consideration valued at $66,631. Below is a table showing the amount of post-employment compensation and benefits that would be provided to each continuing named executive officer due to a termination of employment or a change in control of the Company, assuming that the triggering event occurred on December 31, 2023. The amounts in the table below do not include payments for compensation and benefits earned prior to the triggering event, and no excise tax gross-ups are provided.

  45. Potential Payments Upon Termination or Change of Control

    | | Termination of Service | | Change in Control(2) | | | Named Executive Officer | With Cause ($) | Without Cause ($)(1) | Without Termination of Service ($) | With Qualifying Termination of Service ($) | | Kevin M. Freeman | — | 3,462,734 | 3,462,734 | 23,603,914(3) | | Gregory B. Plemmons | — | 2,089,880 | 2,089,880 | 13,827,131(4) | | Adam N. Satterfield | — | 2,926,887 | 2,926,887 | 15,036,892(5) | | Ross H. Parr | — | 2,019,759 | 2,019,759 | 10,606,857(6) | | Cecil E. Overbey, Jr. | — | 2,019,759 | 2,019,759 | 12,331,067(7) |

  46. Potential Payments Upon Termination or Change of Control

    (1) Pursuant to our 2016 Plan, previously earned and unvested RSAs would be accelerated and vest upon termination of service without cause in the case of death or total disability for each of our named executive officers (calculated using the number of unvested shares and awards multiplied by the closing share price of our common stock of $202.67 ($405.33 prior to the two-for-one stock split) at December 29, 2023, the last day of trading as reported on the Nasdaq Global Select Market). In addition, upon termination of service without cause in the case of death or total disability for each of our named executive officers, previously unvested PBRSUs would be accelerated and vest to the extent earned after completion of the performance period. A change in control, without termination of service for the named executive officers, provides for the accelerated vesting of unvested RSAs and PBRSUs pursuant to our 2016 Plan only in the event such awards are not assumed or substituted by the surviving company. The amounts in the “Without Termination of Service” and the “With Termination of Service” columns are calculated using the number of each named executive officer's unvested shares or units multiplied by the closing share price of our common stock of $202.67 ($405.33 prior to the two-for-one stock split) at December 29, 2023, the last day of trading as reported on the Nasdaq Global Select Market. The amounts in the “With Termination of Service” column reflect acceleration of previously unvested awards of restricted stock and PBRSUs under the 2016 Plan for each named executive officer in the event of a change of control if (i) such awards are not assumed or substituted by the surviving company, or (ii) his employment is terminated by the Company not for cause or by him for good reason within specified time periods (even if such awards are assumed or substituted by the surviving company). Mr. Freeman, upon a change in control with termination of service, would receive payments and benefits provided for under the provisions of the Severance Plan of $20,107,225 and welfare benefits of $33,955. Pursuant to our 2016 Plan, his previously unvested RSAs would be accelerated and vest and he would receive payments of $1,705,223. Pursuant to our 2016 Plan, his previously unvested PBRSUs would also be accelerated and vest and he would receive payments of $1,757,511. The amounts are calculated using the number of unvested shares or units multiplied by the closing share price of our common stock of $202.67 ($405.33 prior to the two-for-one stock split) at December 29, 2023, the last day of trading as reported on the Nasdaq Global Select Market. (4) Mr. Plemmons, upon a change in control with termination of service, would receive payments and benefits provided for under the provisions of the Severance Plan of $11,703,296 and welfare benefits of $33,955. Pursuant to our 2016 Plan, his previously unvested RSAs would be accelerated and vest and he would receive payments of $1,384,201. Pursuant to our 2016 Plan, his previously unvested PBRSUs would also be accelerated and vest and he would receive payments of $705,679. The amounts are calculated using the number of unvested shares or units multiplied by the closing share price of our common stock of $202.67 ($405.33 prior to the two-for-one stock split) at December 29, 2023, the last day of trading as reported on the Nasdaq Global Select Market. (5) Mr. Satterfield, upon a change in control with termination of service, would receive payments and benefits provided for under the provisions of the Severance Plan of $12,087,368 and welfare benefits of $22,637. Pursuant to our 2016 Plan, his previously unvested RSAs would be accelerated and vest and he would receive payments of $1,441,758. Pursuant to our 2016 Plan, his previously unvested PBRSUs would also be accelerated and vest and he would receive payments of $1,485,129. The amounts are calculated using the number of unvested shares or units multiplied by the closing share price of our common stock of $202.67 ($405.33 prior to the two-for-one stock split) at December 29, 2023, the last day of trading as reported on the Nasdaq Global Select Market. (6) Mr. Parr, upon a change in control with termination of service, would receive payments and benefits provided for under the provisions of the Severance Plan of $8,564,461 and welfare benefits of $22,637. Pursuant to our 2016 Plan, his previously unvested RSAs would be accelerated and vest and he would receive payments of $1,333,130. Pursuant to our 2016 Plan, his previously unvested PBRSUs would also be accelerated and vest and he would receive payments of $686,629. The amounts are calculated using the number of unvested shares or units multiplied by the closing share price of our common stock of $202.67 ($405.33 prior to the two-for-one stock split) at December 29, 2023, the last day of trading as reported on the Nasdaq Global Select Market. (7) Mr. Overbey, upon a change in control with termination of service, would receive payments and benefits provided for under the provisions of the Severance Plan of $10,277,353 and welfare benefits of $33,955. Pursuant to our 2016 Plan, his previously unvested RSAs would be accelerated and vest and he would receive payments of $1,333,130. Pursuant to our 2016 Plan, his previously unvested PBRSUs would also be accelerated and vest and he would receive payments of $686,629. The amounts are calculated using the number of unvested shares or units multiplied by the closing share price of our common stock of $202.67 ($405.33 prior to the two-for-one stock split) at December 29, 2023, the last day of trading as reported on the Nasdaq Global Select Market.

  47. CEO Pay Ratio

    CEO Pay Ratio In August 2015, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), the SEC adopted a rule requiring disclosure of the ratio of the median employee’s annual total compensation to the annual total compensation of the Chief Executive Officer (“CEO”). For the year ended December 31, 2023, the total compensation for our CEO, Mr. Freeman, was $9,496,611 as reported in the “Total” column of the Summary Compensation Table. Since Mr. Freeman was appointed CEO effective July 1, 2023, and was our CEO on December 31, 2023, we annualized his salary, stock awards and non-equity incentive plan compensation amounts, as disclosed in the Summary Compensation Table, and added the disclosed values of his All Other Compensation to arrive at a value of $12,261,684, which was used to calculate our pay ratio. The pay ratio included below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K:

  48. CEO Pay Ratio

    | Median Employee annual total compensation | $78,853 | | CEO annual total compensation | $12,261,684 | | Ratio of CEO to Median Employee annual total compensation | 156:1 |

  49. CEO Pay Ratio

    In determining the median employee for 2023, a listing was prepared of all employees as of December 31, 2023. The listing is comprised of all employees including part-time and partial year employees, but excludes independent contractors and our CEO. We used annual gross earnings for calendar year 2023 as the consistently applied compensation measure to identify the median employee and did not annualize compensation for partial year employees. The median employee’s annual total compensation was calculated in accordance with the requirements of the Summary Compensation Table and includes: salary, bonus, and 401(k) employer matching contribution. SEC rules for identifying the median employee and calculating the pay ratio allow companies to use various methodologies and assumptions. As a result, our reported pay ratio may not be comparable to other companies’ pay ratios.

  50. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance measures of the Company. You should refer to “Compensation Discussion and Analysis” for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions.

  51. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for Gantt ($)(1) | Summary Compensation Table Total for Freeman ($)(1) | Compensation Actually Paid to Gantt ($)(2) | Compensation Actually Paid to Freeman ($)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(4) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(5) | Total Shareholder Return ($)(6) | Peer Group Total Shareholder Return ($)(7) | Net Income (in thousands) ($) | Pre-Tax Income (in thousands) ($)(8) | | 2023 | 11,296,746 | 9,496,611 | 7,675,675 | 10,515,744 | 4,994,889 | 5,671,123 | 325 | 154 | 1,239,502 | 1,647,776 | | 2022 | 12,828,375 | | 10,494,358 | | 6,184,287 | 4,864,545 | 227 | 128 | 1,377,159 | 1,841,349 | | 2021 | 10,577,833 | | 16,385,495 | | 5,983,437 | 9,749,517 | 285 | 155 | 1,034,375 | 1,388,423 | | 2020 | 7,987,957 | | 9,878,641 | | 5,260,421 | 6,660,167 | 155 | 131 | 672,682 | 901,364 |

  52. Pay Versus Performance

    Mr. Gantt served as our Chief Executive Officer during 2020, 2021, and 2022 and through June 30, 2023. Mr. Freeman has served as our Chief Executive Officer since July 1, 2023. The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Gantt and Mr. Freeman for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Summary Compensation Table.” (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Gantt, as computed in accordance with Item 402(v). The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Gantt during the applicable year. In accordance with the requirements of Item 402(v), the following adjustments were made to Mr. Gantt’s total compensation for each year to determine the compensation actually paid:

  53. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for Gantt ($) | Reported Value of Equity Awards ($)(a) | Equity Award Adjustments ($)(b) | Compensation Actually Paid to Gantt ($) | | 2023 | 11,296,746 | (5,927,559) | 2,306,488 | 7,675,675 | | 2022 | 12,828,375 | (2,578,625) | 244,608 | 10,494,358 | | 2021 | 10,577,833 | (1,975,247) | 7,782,909 | 16,385,495 | | 2020 | 7,987,957 | (1,608,515) | 3,499,199 | 9,878,641 |

  54. Pay Versus Performance

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year, as well as a pro rata RSA grant of 898 shares, as adjusted for the two-for-one stock split, with a grant date fair value of $165,174 computed in accordance with ASC 718, received by Mr. Gantt for his service as a non-employee director beginning July 1, 2023 (following his retirement as our President and Chief Executive Officer effective June 30, 2023). (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year (any such dividends are accrued but not paid unless and until the applicable award (or portion thereof) vests). The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  55. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2023 | 181,993(i) | — | 4,066,217(ii) | 708,783 | (2,650,505) | (iii) | — | 2,306,488 | | 2022 | 2,344,590 | (1,459,624) | — | (648,995) | — | | 8,637 | 244,608 | | 2021 | 4,121,370 | 3,520,877 | — | 134,605 | — | | 6,057 | 7,782,909 | | 2020 | 2,129,804 | 1,234,369 | — | 130,549 | — | | 4,476 | 3,499,199 |

  56. Pay Versus Performance

    (i) The amount reflects a pro rata RSA grant of 898 shares, as adjusted for the two-for-one stock split, received by Mr. Gantt for his service as a non-employee director beginning July 1, 2023 (following his retirement as our President and Chief Executive Officer effective June 30, 2023). (ii) This amount reflects the accelerated vesting on June 23, 2023, of an aggregate of 24,898 shares, as adjusted for the two-for-one stock split, subject to Mr. Gantt’s outstanding unvested RSAs and outstanding earned and unvested PBRSUs in connection with his retirement from the Company as discussed above. (iii) This amount reflects 18,680 shares, as adjusted for the two-for-one stock split, of outstanding unvested RSAs and outstanding earned and unvested PBRSUs granted in 2021 and 2022 that were forfeited in 2023 due to the accelerated vesting of these shares on June 23, 2023, in connection with Mr. Gantt’s retirement from the Company as discussed above. (3) The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Freeman, as computed in accordance with Item 402(v) for his service as CEO during 2023. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Freeman during his service as CEO in 2023. In accordance with the requirements of Item 402(v), the following adjustments were made to Mr. Freeman’s total compensation for each year to determine the compensation actually paid:

  57. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for Freeman ($) | Reported Value of Equity Awards ($)(a) | Equity Award Adjustments ($)(b) | Compensation Actually Paid to Freeman ($) | | 2023 | 9,496,611 | (1,113,075) | 2,132,208 | 10,515,744 |

  58. Pay Versus Performance

    The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. (b) The amounts deducted or added in calculating the equity award adjustments are as follows:

  59. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2023 | 826,873 | 790,440 | — | 514,895 | — | — | 2,132,208 |

  60. Pay Versus Performance

    (4) The dollar amounts reported in this column represent the average of the amounts reported for the Company’s named executive officers as a group (excluding Mr. Gantt for 2020, 2021, 2022 and through June 30, 2023, and Mr. Freeman since July 1, 2023) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the named executive officers (excluding Mr. Gantt for 2020, 2021, 2022 and through June 30, 2023, and Mr. Freeman since July 1, 2023) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Messrs. Satterfield, Plemmons, Parr and Overbey; (ii) for 2022 and 2021, Mr. David S. Congdon and Messrs. Satterfield, Freeman and Plemmons; and (iii) for 2020, Mr. Earl E. Congdon, Mr. David S. Congdon and Messrs. Satterfield and Freeman. (5) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the named executive officers as a group (excluding Mr. Gantt for 2020, 2021, 2022 and through June 30, 2023, and Mr. Freeman since July 1, 2023), as computed in accordance with Item 402(v). The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding Mr. Gantt for 2020, 2021, 2022 and through June 30, 2023, and Mr. Freeman since July 1, 2023) during the applicable year. The names of each of the named executive officers (excluding Mr. Gantt for 2020, 2021, 2022 and through June 30, 2023, and Mr. Freeman since July 1, 2023) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Messrs. Satterfield, Plemmons, Parr and Overbey; (ii) for 2022 and 2021, Mr. David S. Congdon and Messrs. Satterfield, Freeman and Plemmons; and (iii) for 2020, Mr. Earl E. Congdon, Mr. David S. Congdon and Messrs. Satterfield and Freeman. In accordance with the requirements of Item 402(v), the following adjustments were made to average total compensation for the named executive officers as a group (excluding Mr. Gantt for 2020, 2021, 2022 and through June 30, 2023, and Mr. Freeman since July 1, 2023) for each year to determine the compensation actually paid, using the same methodology described in footnote 2 above:

  61. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards ($) | Average Equity Award Adjustments ($)(a) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 4,994,889 | (789,283) | 1,465,517 | 5,671,123 | | 2022 | 6,184,287 | (1,012,865) | (306,877) | 4,864,545 | | 2021 | 5,983,437 | (1,237,056) | 5,003,136 | 9,749,517 | | 2020 | 5,260,421 | (1,181,548) | 2,581,294 | 6,660,167 |

  62. Pay Versus Performance

    The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  63. Pay Versus Performance

    | Year | Average Year End Fair Value of Equity Awards ($) | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Average Equity Award Adjustments ($) | | 2023 | 667,680 | 478,724 | — | 319,113 | — | — | 1,465,517 | | 2022 | 920,299 | (788,746) | — | (444,787) | — | 6,357 | (306,877) | | 2021 | 2,559,819 | 2,344,205 | — | 94,849 | — | 4,264 | 5,003,136 | | 2020 | 1,564,465 | 913,007 | — | 100,333 | — | 3,490 | 2,581,294 |

  64. Pay Versus Performance

    (6) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (7) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose was the Dow Jones Transportation Average ("DJTA") for 2023, 2022 and 2021, and the Nasdaq Industrial Transportation Index for 2020 (prior to the Company being added to the DJTA in December 2021). (8) The Company has determined that Pre-Tax Income is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s named executive officers, for the most recently completed fiscal year, to Company performance. Financial Performance Measures As described in greater detail in “Compensation Discussion and Analysis,” our executive compensation program reflects a pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our named executive officers to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s named executive officers, for the most recently completed fiscal year, to the Company’s performance are as follows:

  65. Pay Versus Performance

    | Most Important Financial Performance Measures | | Pre-Tax Income | | Annual Pre-Tax Income Growth | | Operating Ratio |

  66. Pay Versus Performance

    Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, as part of its executive compensation program, the Company seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v)) for a particular year. In accordance with Item 402(v), the Company is providing the following graphs to show the relationships between information presented in the Pay versus Performance table.

  67. Director Compensation

    Director Compensation

  68. 2023 Compensation of Non-Employee Directors

    2023 Compensation of Non-Employee Directors The following table reflects compensation earned for services performed in 2023 by non-employee members of our Board. Amounts received by Mr. Gantt for his service as a non-employee director beginning July 1, 2023 (following his retirement as our President and Chief Executive Officer effective June 30, 2023) are included in the “All Other Compensation” column of the Summary Compensation Table under the caption “Executive Compensation - Summary Compensation Table” in this proxy statement.

  69. 2023 Compensation of Non-Employee Directors

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Sherry A. Aaholm | 104,583 | 144,590 | 710 | 249,883 | | John R. Congdon, Jr. | 90,000 | 144,590 | 710 | 235,300 | | Andrew S. Davis | 52,500 | 144,590 | — | 197,090 | | Bradley R. Gabosch | 90,000 | 144,590 | 3,110 | 237,700 | | Patrick D. Hanley (3) | 45,000 | — | 710 | 45,710 | | John D. Kasarda | 105,000 | 144,590 | 2,210 | 251,800 | | Wendy T. Stallings | 101,667 | 144,590 | 710 | 246,967 | | Thomas A. Stith, III | 90,000 | 144,590 | 710 | 235,300 | | Leo H. Suggs | 135,000 | 144,590 | 4,610 | 284,200 | | D. Michael Wray (4) | 47,917 | — | 710 | 48,627 |

  70. 2023 Compensation of Non-Employee Directors

    (1) Each non-employee director was awarded an RSA of 476 shares on May 17, 2023, with the number of shares determined by dividing the target value of $157,000 by the 50-day average closing price of our common stock ($329.59) beginning March 7, 2023 and ending May 16, 2023 (not adjusted for the two-for-one stock split). The grant date fair value of these awards, computed in accordance with ASC 718, was determined by multiplying the 476 shares of restricted stock underlying each RSA by the closing price of our common stock of $303.76 on the grant date of May 17, 2023, as reported on the Nasdaq Global Select Market (not adjusted for the two-for-one stock split). The value of each RSA assumes that all shares will vest in accordance with the requirements of the 2016 Plan described in "Components of Compensation" below. As of December 31, 2023, the RSA of 476 shares, or 952 shares as adjusted for the two-for-one stock split, granted to each non-employee director on May 17, 2023 represented the only unvested shares for each non-employee director. The amount in the table reflects: (i) our contribution to a qualifying charitable organization, recognized as a tax-exempt organization under Section 501(c)(3) of the Code, made on behalf of the non-employee director ($1,500 for each of Dr. Kasarda and Mr. Suggs); (ii) our cost to provide our non-employee directors with the opportunity to participate, on a voluntary basis, in an executive health program ($2,400 for each of Mr. Gabosch and Mr. Suggs); and (iii) $710 of accumulated dividends on each non-employee director's restricted stock award that was granted in 2022 and vested in 2023 (excluding Mr. Davis, who was elected to the Board in 2023 and did not receive the 2022 grant). See the "Components of Compensation" section below for more information on vesting terms of the restricted stock granted to non-employee directors. Mr. Hanley retired on June 22, 2023. (4) Mr. Wray retired and did not stand for re-election at the 2023 Annual Meeting of Shareholders.