DEF 14A of Old Dominion Freight Line, Inc., Apr 21, 2025

DEF 14A of Old Dominion Freight Line, Inc.

Filed Apr 21, 2025 · FY20240000950170-25-056052

Open on EDGAR

  1. TABLE OF CONTENTS TO THE PROXY STATEMENT

    | 2024 Nonqualified Deferred Compensation | 46 | | Potential Payments Upon Termination or Change of Control | 47 | | Old Dominion Freight Line, Inc. Change of Control Severance Plan for Key Executives | 49 | | CEO Pay Ratio | 50 | | Pay Versus Performance | 50 | | Policy Regarding Options and Similar Equity Awards | 55 | | Director Compensation | 56 | | 2024 Compensation of Non-Employee Directors | 56 | | Components of Compensation | 57 | | Equity Compensation Plan Information | 58 | | Related Person Transactions | 58 | | Executive Officer and Director Family Relationships and Transactions | 58 | | Other Family Relationships | 58 | | Audit Committee Approval and Related Person Transactions Policy | 58 | | Proposal 2 – Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers | 59 | | Proposal 3 – Approval of the Old Dominion Freight Line, Inc. 2025 Stock Incentive Plan | 61 | | Proposal 4 – Ratification of the Appointment of our Independent Registered Public Accounting Firm | 72 | | Independent Registered Public Accounting Firm Fees and Services | 72 | | Proposal 5 – Shareholder Proposal Regarding Emission Reduction Targets | 73 | | Annual Report on Form 10-K | 77 | | Important Notice Regarding Delivery of Shareholder Documents | 77 | | Deadline for Shareholder Proposals and Director Nominations | 77 |

  2. Important Notice Regarding the Availability of Proxy Materials

    | Fiscal 2024 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 | 516,136 | 901,589 | 2,803,674 | — | 45,515 | 4,266,914 | | (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 the Old Dominion Freight Line, Inc. 2025 Stock Incentive Plan We are asking our shareholders to approve the Old Dominion Freight Line, Inc. 2025 Stock Incentive Plan (the “2025 Plan”) in order to comply with The Nasdaq Stock Market LLC (“Nasdaq”) rules requiring shareholder approval of equity compensation plans. | | | | | | | | 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, 2025. | | | | | | | | Shareholder Proposal Regarding Emission Reduction Targets We recommend that shareholders vote against the shareholder proposal regarding emission reduction targets. | | | | | | | | 2026 Annual Meeting • Shareholder proposals submitted pursuant to Securities and Exchange Commission (“SEC”) Rule 14a-8 must be received by us by December 22, 2025. • 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 22, 2025 and no later than December 22, 2025. | | | | | | |

  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 eleven current directors and one new nominee – Debra S. King – 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. King, 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. King was formally nominated for election to the Board at the Annual Meeting. 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 (68) 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 27 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 (62) was first elected as a director in 2018. Ms. Aaholm most recently 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, from April 2021 to June 2024. She also previously served as Vice President - Chief Information Officer of Cummins 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 36 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. (68) 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 (47) 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. and as Managing Partner of its venture capital fund, Socium Ventures. 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 (66) was first elected as a director in 2024. Mr. Freeman has served as our President and Chief Executive Officer since July 2023 and previously served 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 45 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 33 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 (73) 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 (69) 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 30 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. (79) 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. Debra S. King (53) was nominated by our Board, as further described under “Proposal 1 – Election of Directors.” Ms. King has accepted an offer to serve as Vice President, Chief Digital and Information Officer at Stryker Corporation, a global leader in medical technologies, expected to begin June 2025. Prior to this role at Stryker, she served as Chief Technology Officer of Bunge Ltd. from December 2022 to April 2025. Before joining Bunge, she was a Senior Advisor at McKinsey & Company during the fourth quarter of 2022. Prior to that role, Ms. King served as Chief Information Officer at Corteva, Inc. from 2017 to 2021, where she led the Agriculture Division information technology spin-off from DowDuPont Inc., built a technology foundation for the new company, and led the company-wide ERP and digital transformation programs. Previously, she spent 15 years at Pfizer, Inc. in a range of information technology leadership roles across business domains, managing information technology organizations and operations at scale, and leading numerous global transformation programs. She started her career in technology consulting before moving into corporate roles. The Board will benefit from Ms. King's more than 20 years of information technology leadership experience. Cheryl S. Miller (52) was first elected as a director in 2024. 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. In addition, the Board benefits from the fact that Ms. Miller is NACD Directorship Certified®. Wendy T. Stallings (50) was first elected as a director in 2020. Ms. Stallings is a real estate developer and 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 (61) 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 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, regulatory affairs, enterprise risk assessment, strategic business practices, governance and legislative affairs, including valuable expertise with respect to information system management and governance matters at the federal, state and local levels. The Board also benefits from the fact that Mr. Stith is NACD Directorship Certified® and serves on the NACD Corporate Directors Institute (CDI) Board of Directors. 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 Old Dominion generated revenue of $5.8 billion, net income of $1.2 billion and an operating ratio of 73.4% in 2024. The Company's financial results reflected the continued softness in the domestic economy as well as ongoing inflationary pressure. Despite these challenges, our team remained focused on executing our long-term strategic plan, which is centered on providing our customers with superior service at a fair price. Delivering best-in-class service to our customers supports our consistent, cost-based approach to pricing, which in turn allows us to continue to invest in our capacity, technology and people to support long-term profitable growth and value creation. Due to the relentless commitment of our OD Family of employees in 2024, the Company was able to further improve our service metrics and maintain market share, while also finding ways to maximize our operating efficiencies and reduce discretionary spending. The consistent execution of our strategic plan to deliver superior service at a fair price, while also continuing to invest in capacity to achieve our long-term market share goals, has been a key piece of our value proposition to our customers. 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 23.3% and 21.6% over the five-year and ten-year periods ended December 31, 2024, respectively. During 2024, we repurchased $967.3 million of common stock and returned $223.6 million to shareholders through cash dividends. The compound annualized increase in our per share dividend is 34.1% since inception of this program in 2017. We believe these results continue to demonstrate the alignment of our executive compensation program with Company performance and the long-term interests of our shareholders. Recent Compensation Program Change In January 2025, after consideration of shareholder outreach feedback and discussion with Pearl Meyer, as well as consideration of Pearl Meyer’s industry and market analysis, the Talent and Compensation Committee approved a new PBRSU program based on a three-year relative TSR compared to companies in the Dow Jones Transportation Average, to replace the pre-tax income growth goals of the prior PBRSU program, as further described below. The new PBRSU design sets the target performance hurdle above the comparator group 50th percentile and caps award funding at the target level if our three-year absolute TSR is negative. The Talent and Compensation Committee approved this design change to, among other things, align with best competitive practice and tie a portion of senior executive pay directly to long-term shareholder value creation. We believe this compensation program change further enhances the pay-for-performance focus of our executive compensation program, and continues 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 (for awards prior to 2025) or relative TSR (for awards beginning in 2025) 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 Talent 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 Talent 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 Talent and Compensation Committee will evaluate whether any actions are necessary to address those concerns. At our 2024 Annual Meeting, approximately 97% 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 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 2024, 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 Talent and 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, strong absolute and relative performance, and increased shareholder value. The table below provides a summary of the percentage of total direct compensation for our current named executive officers in the aggregate that is directly based on our corporate performance:

  7. 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 | |  Multi-year performance period for PBRSUs awarded in 2025 | |  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 |

  8. Role of Compensation Consultant

    Role of Compensation Consultant Since 2013, the Talent and 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 Talent and 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 2024, the Talent and 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, TSR 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 2023. At the time the study was conducted, the Company was positioned near or above the 75th percentile for market capitalization, enterprise value, operating income and margin and TSR, and above the 25th percentile for revenue. 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.

  9. Role of Compensation Consultant

    | 2024 Peer Group | | | | | | C.H. Robinson Worldwide, Inc. | Canadian Pacific Kansas City Limited | 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, Inc. |

  10. Role of Compensation Consultant

    Following confirmation of the peer group composition by the Talent and Compensation Committee, Pearl Meyer conducted a review and analysis of our executive compensation program, which was considered by the Talent and Compensation Committee and the Board when making 2025 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, as well as our financial performance and TSR, were above the 75th percentile of the market for comparably-sized organizations; (ii) our executive pay structure continued to yield a much higher variable compensation mix as compared to market; (iii) our executive compensation was well aligned with our performance relative to peers, ranking at or near the top of peers for average overall performance and pay to the top five named executive officers in proxy statements; and (iv) we continued to outperform peers on a wide range of key business indicators. 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 Talent and Compensation Committee considered Pearl Meyer’s findings and analysis when it assessed our executive compensation program for 2025 and approved (i) modest base salary increases for the named executive officers, and (ii) a new PBRSU program based on a three-year relative TSR compared to companies in the Dow Jones Transportation Average, as described in more detail below. Although peer data is utilized in Pearl Meyer’s analysis, and the Talent and 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 Talent and Compensation Committee periodically reviews all aspects of our compensation program, including the pay mix for officers, to ensure alignment with desired objectives. After the Talent and Compensation Committee reviewed and considered the results of Pearl Meyer’s analysis conducted in 2024 and our 2024 “say-on-pay” voting results, the Talent and Compensation Committee approved the modifications to our executive compensation program discussed above. In connection with its engagement of Pearl Meyer, the Talent and 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 2024, Pearl Meyer only worked for the Talent and Compensation Committee and performed no additional services for the Company or any of the named executive officers. The Talent and Compensation Committee pre-approved all work performed by Pearl Meyer. During fiscal 2024, neither the Talent and Compensation Committee nor Company management used the services of any other compensation consultant other than Pearl Meyer.

  11. Elements of Compensation

    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) These amounts reflect the annualized base salary for Messrs. Freeman, Satterfield and Plemmons effective July 1, 2023 upon their respective promotions. Non-equity Incentive Plan The Talent and Compensation Committee has determined that a significant portion of compensation provided to our named executive officers should be performance-based. Accordingly, during 2024, 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 Talent and Compensation Committee. Participants were selected by the Talent and 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 Talent and 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 Talent and 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 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 $116.3 million, which is 2% of our 2024 revenue. We used our 2024 revenue of $5.8 billion as the base revenue for this illustration, as we have not provided revenue guidance for any future periods.

  12. Elements of Compensation

    | | Pro Forma 2025 PIP Payout | | | | Named Executive Officer | Minimum $ | Threshold (1) $ | Maximum (2) $ | | Kevin M. Freeman | — | 697,800 | 10,150,690 | | Adam N. Satterfield | — | 348,900 | 6,663,240 | | Gregory B. Plemmons | — | 348,900 | 6,663,240 | | Cecil E. Overbey, Jr. | — | 209,340 | 5,319,780 | | Ross H. Parr | — | 209,340 | 5,319,780 |

  13. Elements of Compensation

    | Named Executive Officer | 2025 PIP Participation Factor (%) | 2024 PIP Participation Factor (%) | 2024 PIP Payout ($) | 2023 PIP Payout ($) | | Kevin M. Freeman | 0.60 | 0.60 | 9,345,580 | 7,558,433(1) | | Adam N. Satterfield | 0.30 | 0.30 | 4,672,790 | 4,555,292(2) | | Gregory B. Plemmons | 0.30 | 0.30 | 4,672,790 | 4,012,039(3) | | Cecil E. Overbey, Jr. | 0.18 | 0.18 | 2,803,674 | 2,965,998 | | Ross H. Parr | 0.18 | 0.18 | 2,803,674 | 2,965,998 |

  14. Elements of Compensation

    | | Value of Earned Restricted Stock Award (RSA) At Grant ($) | | | | Named Executive Officer | 2024 | 2023 | 2022 | | Kevin M. Freeman | 1,189,265 | 746,436 | 570,831 | | Adam N. Satterfield | 780,590 | 631,177 | 482,695 | | Gregory B. Plemmons | 780,590 | 612,517 | 468,480 | | Cecil E. Overbey, Jr. | 623,175 | 583,611 | (1) | | Ross H. Parr | 623,175 | 583,611 | (1) |

  15. Elements of Compensation

    In January 2025, in connection with the grant of 2025 PBRSUs to our executive officers and following consultation with Pearl Meyer, the Talent and Compensation Committee approved a new PBRSU program based on our three-year relative TSR compared to companies in the Dow Jones Transportation Average. The Talent and Compensation Committee believes that the design change ties a portion of senior executive pay directly to long-term shareholder value creation, and appropriately incentivizes our executive officers. The Talent and Compensation Committee also determined that the target number of shares of common stock subject to the PBRSUs will be equal to a specified percentage of each named executive officer’s 2025 base salary amount. The actual number of PBRSUs earned can range from 0% to 200% of target levels depending on the Company’s relative TSR percentile rank, as shown below. For each incremental increase in the Company’s relative TSR percentile ranking, award funding would increase by 2.0% of target awards between the threshold and target performance levels and by 4.0% of target awards between target and maximum performance levels. The target performance hurdle is set at the comparator group 55th percentile, requiring outperformance in order to earn target awards. Additionally, award funding is capped at the target level if our three-year absolute TSR is negative. The PBRSUs granted in 2025, to the extent earned, will vest following the Talent and Compensation Committee’s certification of our financial results for 2027. In the event that the named executive officer’s employment with the Company is terminated due to death, disability or qualified retirement, then the award of PBRSUs shall, to the extent not then vested or previously forfeited or cancelled, become vested on a pro rata basis based on actual performance through the end of the full three-year performance period.

  16. Elements of Compensation

    | Performance Level | Old Dominion TSR Percentile Rank for Performance Period Relative to Dow Jones Transportation Average | Applicable Percentage of Target Shares Earned | | Below Threshold | Below 30th Percentile | 0% | | Threshold | 30th Percentile | 50% | | Target | 55th Percentile | 100% | | Maximum | 80th Percentile + | 200%(1) |

  17. Elements of Compensation

    Award funding is capped at 100% of target if our three-year absolute TSR is negative. The table below sets forth the target PBRSU for each named executive officer, expressed as a percentage of the named executive officer’s 2025 base salary, consistent with the policy described above, for the 2025 to 2027 performance period.

  18. Elements of Compensation

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

  19. Elements of Compensation

    The Talent and Compensation Committee believes that the grant of PBRSUs tied to three-year relative TSR strikes a healthy balance with our RSA program, which is based on the Company’s annual operating ratio with any earned awards vesting annually over a three-year period from the grant date. In conjunction with our RSA program, the Talent and 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 2024, 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, all of which are performance-based, 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 Talent and 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 under the 2016 Plan. 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 6,000,000 shares of phantom stock could 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, 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 $176.40 at December 31, 2024, as reported on the Nasdaq Global Select Market.

  20. 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 31, 2024 ($) | | Kevin M. Freeman | 75,372 | 13,295,621 | | Adam N. Satterfield | 22,048 | 3,889,267 | | Gregory B. Plemmons | 62,504 | 11,025,706 | | Cecil E. Overbey, Jr. | 75,372 | 13,295,621 | | Ross H. Parr | 27,658 | 4,878,871 |

  21. 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 or, if it is approved by shareholders, the 2025 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 Talent and 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.

  22. 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 |

  23. 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 Talent and 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 Talent and 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 Clawback 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 Clawback Policy was filed as Exhibit 97 to the Form 10-K. 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 contributing 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 - 2024 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 Talent and 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.

  24. Elements of Compensation

    In 2024, 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. Satterfield, Mr. Plemmons and Mr. Parr chose to participate in this program and our cost was $2,600 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 2024, 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. The value associated with any personal travel is included in the “All Other Compensation” column of the Summary Compensation Table. We do not provide any tax gross-up payments on any perquisites or benefits.

  25. Summary Compensation Table

    Summary Compensation Table The following table provides an overview of compensation earned by our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers serving as of December 31, 2024 (collectively, our “named executive officers”).

  26. 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 | 2024 | 984,842 | 2,251,915 | 9,345,580 | 665 | 39,662 | 12,622,664 | | President and Chief | 2023 | 784,387 | 1,113,075 | 7,558,433 | 2,390 | 38,326 | 9,496,611 | | Executive Officer | 2022 | 604,024 | 1,692,240 | 5,513,125 | 6,943 | 32,460 | 7,848,792 | | Adam N. Satterfield | 2024 | 646,482 | 1,478,113 | 4,672,790 | — | 46,018 | 6,843,403 | | Executive Vice President, | 2023 | 576,909 | 941,023 | 4,555,292 | — | 46,023 | 6,119,247 | | Chief Financial Officer and Assistant Secretary | 2022 | 510,753 | 1,430,697 | 4,594,271 | — | 44,554 | 6,580,275 | | Gregory B. Plemmons | 2024 | 646,482 | 1,478,113 | 4,672,790 | 420 | 32,870 | 6,830,675 | | Executive Vice President | 2023 | 568,682 | 762,767 | 4,012,039 | 809 | 31,877 | 5,376,174 | | and Chief Operating Officer | 2022 | 495,619 | 928,521 | 3,307,875 | 1,578 | 33,232 | 4,766,825 | | Cecil E. Overbey, Jr.(5) | 2024 | 516,136 | 901,589 | 2,803,674 | 4,654 | 43,308 | 4,269,361 | | Senior Vice President - | 2023 | 501,037 | 726,672 | 2,965,998 | 10,319 | 41,935 | 4,245,961 | | Strategic Development | | | | | | | | | Ross H. Parr(5) | 2024 | 516,136 | 901,589 | 2,803,674 | — | 45,515 | 4,266,914 | | Senior Vice President - | 2023 | 501,037 | 726,672 | 2,965,998 | — | 44,467 | 4,238,174 | | Legal Affairs, General Counsel and Secretary | | | | | | | |

  27. 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 the Form 10-K. The actual amounts, if any, ultimately realized may differ from the ASC 718 grant date fair value amounts. Our Talent and 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 granted in 2024 at the maximum level, the grant date fair value of the PBRSUs would have been as follows: Mr. Freeman, $2,125,300; Mr. Satterfield, $1,395,047; Mr. Plemmons, $1,395,047; Mr. Overbey, $556,829; and Mr. Parr, $556,829. The PBRSUs for 2024 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. (3) 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 2024. Neither Mr. Overbey nor Mr. Parr was a named executive officer for the year ended December 31, 2022. All Other Compensation The allocation of 2024 “All Other Compensation” from the Summary Compensation Table is presented below:

  28. Summary Compensation Table

    | Named Executive Officer | Life Insurance Premiums ($)(1) | Executive Health Program ($)(2) | Corporate Automobile Benefits ($)(3) | Personal Use of Corporate Aircraft ($) | Company Contributions to the 401(k) Plan ($)(4) | Vested Restricted Stock Accumulated Dividends ($)(5) | Total ($) | | Kevin M. Freeman | 3,810 | — | 7,053 | — | 22,562 | 6,237 | 39,662 | | Adam N. Satterfield | 690 | 2,600 | 14,820 | 1,708 | 20,928 | 5,272 | 46,018 | | Gregory B. Plemmons | 1,980 | 2,600 | 766 | — | 22,541 | 4,983 | 32,870 | | Cecil E. Overbey, Jr. | 1,980 | — | 12,690 | — | 23,761 | 4,877 | 43,308 | | Ross H. Parr | 690 | 2,600 | 14,820 | — | 22,528 | 4,877 | 45,515 |

  29. Summary Compensation Table

    (1) The amount 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 and Mr. Overbey, the amount reflects compensation for the personal use during 2024 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 2024. (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 2024. Additional employer contributions may be awarded on a non-discriminatory basis to all contributing participants, and such discretionary employer contributions were awarded in 2024 and are included in the amounts disclosed. Each participant in the 2016 Plan accumulates dividends for each unvested RSA, payable upon vesting. In 2024, Mr. Freeman vested in 4,488 shares and received a payment for his accumulated dividends of $6,237; Mr. Satterfield vested in 3,794 shares and received a payment for his accumulated dividends of $5,272; Mr. Plemmons vested in 3,608 shares and received a payment for his accumulated dividends of $4,983; Mr. Overbey vested in 3,510 shares and received a payment for his accumulated dividends of $4,877; and Mr. Parr vested in 3,510 shares and received a payment for his accumulated dividends of $4,877. For more details, refer to the “2024 Stock Vested” table below.

  30. 2024 Grants of Plan-Based Awards

    2024 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 2024. 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.

  31. 2024 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 | 2/7/2024 | — | — | — | — | — | — | 5,500 | 1,189,265 | | Freeman | PBRSU | 2/7/2024 | | | | 2,500 | 5,000 | 10,000 | | 1,062,650 | | Adam N. | RSA | 2/7/2024 | — | — | — | — | — | — | 3,610 | 780,590 | | Satterfield | PBRSU | 2/7/2024 | | | | 1,640 | 3,282 | 6,564 | | 697,523 | | Gregory B. | RSA | 2/7/2024 | — | — | — | — | — | — | 3,610 | 780,590 | | Plemmons | PBRSU | 2/7/2024 | | | | 1,640 | 3,282 | 6,564 | | 697,523 | | Cecil E. | RSA | 2/7/2024 | — | — | — | — | — | — | 2,882 | 623,175 | | Overbey, Jr. | PBRSU | 2/7/2024 | | | | 654 | 1,310 | 2,620 | | 278,414 | | Ross H. | RSA | 2/7/2024 | — | — | — | — | — | — | 2,882 | 623,175 | | Parr | PBRSU | 2/7/2024 | | | | 654 | 1,310 | 2,620 | | 278,414 |

  32. 2024 Grants of Plan-Based Awards

    (1) The 2024 earned RSA grants for each of our named executive officers reflect awards equal to 110% of base salary on the grant date divided by $197.09, the average closing price of our common stock for the 50-day period beginning November 24, 2023 and ending February 6, 2024 (the “50-day moving average”). Target PBRSU grants reflect target award opportunities equal to 100% of base salary for each of Messrs. Freeman, Satterfield, and Plemmons and 50% of base salary for Messrs. Overbey and Parr, in each case 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 Talent and 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 2024, the Company did not achieve any pre-tax income growth, which resulted in none of the named executive officers earning the 2024 PBRSUs. Our Talent and 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. 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.

  33. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 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, 2024:

  34. Outstanding Equity Awards at 2024 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 | 2/7/2024(1) | 5,500 | 970,200 | | | 2/7/2024(2) | — | — | | | 2/8/2023(1) | 2,720 | 479,808 | | | 2/8/2023(2) | — | — | | | 2/9/2022(1) | 1,206 | 212,738 | | | 2/9/2022(2) | 2,410 | 425,124 | | Adam N. Satterfield | 2/7/2024(1) | 3,610 | 636,804 | | | 2/7/2024(2) | — | — | | | 2/8/2023(1) | 2,300 | 405,720 | | | 2/8/2023(2) | — | — | | | 2/9/2022(1) | 1,020 | 179,928 | | | 2/9/2022(2) | 2,038 | 359,503 | | Gregory B. Plemmons | 2/7/2024(1) | 3,610 | 636,804 | | | 2/7/2024(2) | — | — | | | 2/8/2023(1) | 2,232 | 393,725 | | | 2/8/2023(2) | — | — | | | 2/9/2022(1) | 990 | 174,636 | | | 2/9/2022(2) | 988 | 174,283 | | Cecil E. Overbey, Jr. | 2/7/2024(1) | 2,882 | 508,385 | | | 2/7/2024(2) | — | — | | | 2/8/2023(1) | 2,126 | 375,026 | | | 2/8/2023(2) | — | — | | | 2/9/2022(1) | 942 | 166,169 | | | 2/9/2022(2) | 942 | 166,169 | | Ross H. Parr | 2/7/2024(1) | 2,882 | 508,385 | | | 2/7/2024(2) | — | — | | | 2/8/2023(1) | 2,126 | 375,026 | | | 2/8/2023(2) | — | — | | | 2/9/2022(1) | 942 | 166,169 | | | 2/9/2022(2) | 942 | 166,169 |

  35. Outstanding Equity Awards at 2024 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 each of 2024 and 2023, the Company did not achieve any annual pre-tax income growth, which resulted in none of the named executive officers earning the PBRSUs for the respective year. For 2022, the Talent and 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 PBRSUs equal to 200% of the target award. One-third of the earned 2022 PBRSUs vested following the conclusion of the performance period, one-third of the 2022 PBRSUs vested on the second anniversary of the grant date, and one-third of the 2022 PBRSUs are scheduled to vest on the third anniversary of the grant date, subject to continued employment on the vesting date. The market value of RSAs and PBRSUs that have not vested as of December 31, 2024 for each named executive officer is determined by multiplying the number of shares or units set forth above by the closing share price of $176.40 at December 31, 2024, as reported on the Nasdaq Global Select Market.

  36. 2024 Stock Vested

    2024 Stock Vested The following table reflects stock awards to our named executive officers that vested during 2024 under the 2016 Plan.

  37. 2024 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 | 6,262 | 1,363,050 | | | Restricted Stock | 4,488 | 976,781 | | Adam N. Satterfield | Performance-Based Restricted Stock Unit | 5,290 | 1,151,474 | | | Restricted Stock | 3,794 | 825,736 | | Gregory B. Plemmons | Performance-Based Restricted Stock Unit | 2,494 | 542,869 | | | Restricted Stock | 3,608 | 785,253 | | Cecil E. Overbey, Jr. | Performance-Based Restricted Stock Unit | 2,446 | 532,421 | | | Restricted Stock | 3,510 | 763,926 | | Ross H. Parr | Performance-Based Restricted Stock Unit | 2,446 | 532,421 | | | Restricted Stock | 3,510 | 763,926 |

  38. 2024 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 8 and February 9, 2024, by the closing share price of $217.58 and $217.67, respectively, as reported on the Nasdaq Global Select Market.

  39. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation The following table provides information regarding our named executive officers' contributions and earnings in our deferred compensation plans in 2024:

  40. 2024 Nonqualified Deferred Compensation

    | Named Executive Officer | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings (Losses) in Last FY ($)(1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Kevin M. Freeman | — | — | 11,869 | — | 227,545 | | Adam N. Satterfield | — | — | — | — | — | | Gregory B. Plemmons | — | — | 251,367 | — | 1,647,202 | | Cecil E. Overbey, Jr. | — | — | 75,341 | (448,463) | 1,363,511 | | Ross H. Parr | — | — | — | — | — |

  41. 2024 Nonqualified Deferred Compensation

    Aggregate earnings (losses) represent the return on the investment options selected by each named executive officer in 2024 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.

  42. 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 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 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 - 2024 Stock Vested” and “Executive Compensation - 2024 Nonqualified Deferred Compensation” in this proxy statement. Below is a table showing the amount of post-employment compensation and benefits that would be provided to each 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, 2024. 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.

  43. 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 | — | 2,087,870 | 2,087,870 | 27,497,143(3) | | Adam N. Satterfield | — | 1,581,955 | 1,581,955 | 14,741,622(4) | | Gregory B. Plemmons | — | 1,379,448 | 1,379,448 | 15,348,523(5) | | Cecil E. Overbey, Jr. | — | 1,215,749 | 1,215,749 | 11,878,368(6) | | Ross H. Parr | — | 1,215,749 | 1,215,749 | 10,095,328(7) |

  44. Potential Payments Upon Termination or Change of Control

    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 $176.40 at December 31, 2024, 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. (2) 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 Qualifying 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 $176.40 at December 31, 2024, as reported on the Nasdaq Global Select Market. The amounts in the “With Qualifying 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). (3) 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 $25,373,650 and welfare benefits of $35,623. Pursuant to our 2016 Plan, his previously unvested RSAs would be accelerated and vest and he would receive payments of $1,662,746. Pursuant to our 2016 Plan, his previously unvested PBRSUs would also be accelerated and vest and he would receive payments of $425,124. The amounts are calculated using the number of unvested shares or units multiplied by the closing share price of our common stock of $176.40 at December 31, 2024, as reported on the Nasdaq Global Select Market. (4) 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 $13,135,918 and welfare benefits of $23,749. Pursuant to our 2016 Plan, his previously unvested RSAs would be accelerated and vest and he would receive payments of $1,222,452. Pursuant to our 2016 Plan, his previously unvested PBRSUs would also be accelerated and vest and he would receive payments of $359,503. The amounts are calculated using the number of unvested shares or units multiplied by the closing share price of our common stock of $176.40 at December 31, 2024, as reported on the Nasdaq Global Select Market. 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 $13,933,452 and welfare benefits of $35,623. Pursuant to our 2016 Plan, his previously unvested RSAs would be accelerated and vest and he would receive payments of $1,205,165. Pursuant to our 2016 Plan, his previously unvested PBRSUs would also be accelerated and vest and he would receive payments of $174,283. The amounts are calculated using the number of unvested shares or units multiplied by the closing share price of our common stock of $176.40 at December 31, 2024, as reported on the Nasdaq Global Select Market. 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 $10,626,996 and welfare benefits of $35,623. Pursuant to our 2016 Plan, his previously unvested RSAs would be accelerated and vest and he would receive payments of $1,049,580. Pursuant to our 2016 Plan, his previously unvested PBRSUs would also be accelerated and vest and he would receive payments of $166,169. The amounts are calculated using the number of unvested shares or units multiplied by the closing share price of our common stock of $176.40 at December 31, 2024, as reported on the Nasdaq Global Select Market. (7) 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 $8,855,830 and welfare benefits of $23,749. Pursuant to our 2016 Plan, his previously unvested RSAs would be accelerated and vest and he would receive payments of $1,049,580. Pursuant to our 2016 Plan, his previously unvested PBRSUs would also be accelerated and vest and he would receive payments of $166,169. The amounts are calculated using the number of unvested shares or units multiplied by the closing share price of our common stock of $176.40 at December 31, 2024, as reported on the Nasdaq Global Select Market.

  45. 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 fiscal year ended December 31, 2024, the total compensation for our CEO, Mr. Freeman, was $12,622,664 as reported in the “Total” column of the Summary Compensation Table. The pay ratio included below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K:

  46. CEO Pay Ratio

    | Median Employee annual total compensation | $77,394 | | CEO annual total compensation | $12,622,664 | | Ratio of CEO to Median Employee annual total compensation | 163:1 |

  47. CEO Pay Ratio

    There has been no change to our employee population or our compensation arrangements in 2024 that we reasonably believe would significantly affect our pay ratio disclosure. As a result, we have used the same median employee, initially identified in 2023, in our pay ratio calculation for 2024. 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.

  48. 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 Talent and Compensation Committee makes its decisions.

  49. 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) | | 2024 | — | 12,622,664 | — | 11,335,630 | 5,552,588 | 4,921,341 | 285 | 157 | 1,186,073 | 1,557,597 | | 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 |

  50. Pay Versus Performance

    Mr. Freeman has served as our Chief Executive Officer since July 1, 2023. Mr. Gantt served as our Chief Executive Officer during 2020, 2021, and 2022 and through June 30, 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.” 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:

  51. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for Gantt ($) | Reported Value of Equity Awards ($)(a) | Equity Award Adjustments ($)(b) | Compensation Actually Paid to Gantt ($) | | 2024 | — | — | — | — | | 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 |

  52. 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 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:

  53. 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 ($) | | 2024 | — | — | — | — | — | | — | — | | 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 |

  54. Pay Versus Performance

    The amount reflects a pro rata RSA grant of 898 shares 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). This amount reflects the accelerated vesting on June 23, 2023, of an aggregate of 24,898 shares 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. This amount reflects 18,680 shares 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 and 2024. 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 and 2024. 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:

  55. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for Freeman ($) | Reported Value of Equity Awards ($)(a) | Equity Award Adjustments ($)(b) | Compensation Actually Paid to Freeman ($) | | 2024 | 12,622,664 | (2,251,915) | 964,881 | 11,335,630 | | 2023 | 9,496,611 | (1,113,075) | 2,132,208 | 10,515,744 |

  56. 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. (b) The amounts deducted or added in calculating the equity award adjustments are as follows:

  57. 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 ($) | | 2024 | 970,200 | (166,447) | — | 161,128 | — | — | 964,881 | | 2023 | 826,873 | 790,440 | — | 514,895 | — | — | 2,132,208 |

  58. 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 2024 and 2023, Messrs. Satterfield, Plemmons, Overbey and Parr; (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. 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 2024 and 2023, Messrs. Satterfield, Plemmons, Overbey and Parr; (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:

  59. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards ($) | Average Equity Award Adjustments ($)(a) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 5,552,588 | (1,189,851) | 558,604 | 4,921,341 | | 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 |

  60. Pay Versus Performance

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

  61. 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 ($) | | 2024 | 572,595 | (115,510) | — | 101,519 | — | — | 558,604 | | 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 |

  62. 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 2024, 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:

  63. Pay Versus Performance

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

  64. 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.

  65. Director Compensation

    Director Compensation

  66. 2024 Compensation of Non-Employee Directors

    2024 Compensation of Non-Employee Directors The following table reflects compensation earned for services performed in 2024 by non-employee members of our Board.

  67. 2024 Compensation of Non-Employee Directors

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Sherry A. Aaholm | 123,750 | 146,216 | 819 | 270,785 | | John R. Congdon, Jr. | 101,667 | 146,216 | 819 | 248,702 | | Andrew S. Davis | 101,667 | 146,216 | 819 | 248,702 | | Bradley R. Gabosch | 116,250 | 146,216 | 3,419 | 265,885 | | Greg C. Gantt | 101,667 | 146,216 | 593 | 248,476 | | John D. Kasarda | 119,583 | 146,216 | 2,319 | 268,118 | | Cheryl S. Miller | 64,167 | 146,216 | — | 210,383 | | Wendy T. Stallings | 110,000 | 146,216 | 3,289 | 259,505 | | Thomas A. Stith, III | 101,667 | 146,216 | 819 | 248,702 | | Leo H. Suggs(3) | 146,667 | 146,216 | 2,319 | 295,202 |

  68. 2024 Compensation of Non-Employee Directors

    (1) Each non-employee director was awarded an RSA of 795 shares on May 15, 2024, with the number of shares determined by dividing the target value of $165,000 by the 50-day average closing price of our common stock $207.34 beginning March 5, 2024 and ending May 14, 2024. The grant date fair value of these awards, computed in accordance with ASC 718, was determined by multiplying the 795 shares of restricted stock underlying each RSA by the closing price of our common stock of $183.92 on the grant date of May 15, 2024, as reported on the Nasdaq Global Select Market. 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, 2024, the RSA of 795 shares granted to each non-employee director on May 15, 2024 represented the only unvested shares for each non-employee director. (2) 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 ($2,600 for Mr. Gabosch and $2,470 for Ms. Stallings); and (iii) $819 of accumulated dividends on each non-employee director's restricted stock award that was granted in 2023 and vested in 2024 (excluding Mr. Gantt, who received $593 of accumulated dividends and Ms. Miller, who was elected to the Board in 2024 and did not receive the 2023 grant). See the “Components of Compensation” section below for more information on vesting terms of the restricted stock granted to non-employee directors. Mr. Suggs is retiring at the end of his current term and is not standing for re-election at the Annual Meeting.