UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT


SCHEDULE 14A INFORMATION


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OLD DOMINION FREIGHT LINE, INC.

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OLD DOMINION FREIGHT LINE, INC.

500 Old Dominion Way


Thomasville, North Carolina 27360


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


The Annual Meeting of Shareholders of Old Dominion Freight Line, Inc. will be held Thursday,Wednesday, May 19, 2016,17, 2023, at 10:00 a.m. Eastern Daylight Time, at our principal executive offices, 500 Old Dominion Way, Thomasville, North Carolina 27360, for the following purposes:

1.
To elect eleven directors to our Board of Directors for one-year terms 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, as set forth in the accompanying proxy statement.

2.
To approve, on an advisory basis, the compensation of our named executive officers.
1.To elect nine directors to our Board of Directors for one-year terms 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, as set forth in the accompanying proxy statement.

2.To approve, on an advisory basis, the compensation of our named executive officers.

3.To approve the Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan.

4.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2016.

5.To transact such other business, if any, as may be properly brought before the meeting or any adjournment thereof.

3.
To vote, on an advisory basis, on the frequency of future advisory votes on the compensation of our named executive officers.
4.
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2023.
5.
To transact such other business, if any, as may be properly brought before the meeting or any adjournment thereof.

Shareholders of record at the close of business on March 11, 2016,9, 2023, are entitled to notice of and to vote at the meeting.


By Order of the Board of Directors

img196368603_0.jpg 

Ross H. Parr

Senior Vice President –- Legal Affairs,

General Counsel and Secretary


Thomasville, North Carolina

April 19, 2016



17, 2023

If you do not intend to be present at the meeting, we ask that you vote your shares using a toll-free telephone number, the Internet, or by signing, dating and returning the accompanying proxy card or voting instruction form promptly so that your shares of common stock may be represented and voted at the Annual Meeting. Instructions regarding the different voting options that we providemade available to you are contained in the accompanying proxy statement.



TABLE OF CONTENTS TO THE PROXY STATEMENT

20162023 Proxy Statement Summary

1

General Information

7

General Information

5
Security Ownership of Management and Certain Beneficial Owners

7

9

Proposal 1 –- Election of Directors

11

Executive Officers

13

Executive OfficersCorporate Governance

13

14

Corporate Governance

14
Board Leadership Structure

14

Independent Directors

14

Attendance and Committees of the Board

14

15

Corporate Governance Guidelines

17

Code of Business Conduct

16

17

Shareholder Communications with the Board

16

17

Director Nominations

16

17

Effect of Withheld Votes on an Uncontested Election

17

20

Risk Management

18

20

Environmental, Social and Governance (ESG) Matters

21

Audit Committee Pre-Approval Policies and Procedures

18

23

Policy for Accounting Complaints

19

23

Policy Against Hedging and Pledging of Company Securities

24

Compensation Committee Interlocks and Insider Participation

19

24

Section 16(a) Beneficial Ownership Reporting Compliance

19
Report of Audit Committee

19

24

Compensation Discussion and Analysis

20

26

OverviewExecutive Summary of Compensation Program

20

26

Objectives of Our Executive Compensation Program

21

28

Role of Compensation Committee, and Independent Directors and Management

21

29

Role of the Compensation Consultant

22

30

Elements of Compensation

23

31

Advisory Vote on Executive Compensation

29

40

Conclusions

30

41

Compensation Committee Report

30

42

Executive Compensation

43

Executive Compensation

31
Summary Compensation Table

31

43

20152022 Grants of Plan-Based Awards

33

45

Outstanding Equity Awards at 20152022 Fiscal Year-End

34

46

2015 Phantom2022 Stock Vested

34

47

20152022 Nonqualified Deferred Compensation

36

47

Potential Payments Upon Termination or Change of Control

37

48

Employment Agreements

39
Old Dominion Freight Line, Inc. Change of Control Severance Plan for Key Executives

41

50

CEO Pay Ratio

50

Director CompensationPay Versus Performance

42

51

2015Director Compensation

55

2022 Compensation of Directors

42

55

Components of Compensation

42

56

Equity Compensation Plan Information

56




Related Person Transactions

43

57

Executive Officer and Director Family Relationships

 and Transactions

43

57

Other Family Relationships

43

57

Transactions with Old Dominion Truck Leasing, Inc.

44
Audit Committee Approval and Related Person TransactionTransactions Policy

44

57

Proposal 2 –- Approval, on an Advisory Basis, of the Compensation of our Named Executive
Officers

45

58

Proposal 3 – ApprovalVote, on an Advisory Basis, on the Frequency of Future Advisory Votes on the Old Dominion Freight Line, Inc. 2016 Stock Incentive PlanCompensation of our Named Executive Officers

47

60

Proposal 4 – Ratification of the Appointment of our Independent Registered Public Accounting
Firm

58

60

Independent Registered Public Accounting Firm Fees and Services

58

61

Annual Report on Form 10-K

59

61

Important Notice Regarding Delivery of Shareholder Documents

61

Householding of Annual Meeting Materials

59
Deadline for Shareholder Proposals
 and Director Nominations

59

62





OLD DOMINION FREIGHT LINE, INC.


Principal Executive Offices: 500 Old Dominion Way

Thomasville, North Carolina 27360

___________________

PROXY STATEMENT

___________________

Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting to be held on May 19, 2016:

17, 2023:

The Notice of Annual Meeting of Shareholders, Proxy Statement, Form of Proxy and 20152022 Annual Report to Shareholders are available on our corporate website atwww.odfl.com/company/proxy.shtmlhttps://ir.odfl.com/annual-shareholder-meeting-information.

This proxy statement is first being sentdistributed to shareholders on or about April 19, 2016,17, 2023, in connection with the solicitation of proxies by and on behalf of the Board of Directors (the “Board”) of Old Dominion Freight Line, Inc. for use at the Annual Meeting of Shareholders to be held at our principal executive offices, 500 Old Dominion Way, Thomasville, North Carolina 27360 on Thursday,Wednesday, May 19, 2016,17, 2023, at 10:00 a.m. Eastern Daylight Time, and at any adjournment thereof. If you need directions so you can attend the Annual Meeting and vote in person, please contact our Corporate Secretary at (336) 889-5000.


2016 PROXY STATEMENT SUMMARY

2023 Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

Annual Meeting of Shareholders

•

Time and Date

10:00 a.m., Thursday,Wednesday, May 19, 2016

17, 2023

• Place

•Place

Old Dominion’s principal executive offices

500 Old Dominion Way

Thomasville, North Carolina 27360

•

Record Date

March 9, 2023

March 11, 2016

• Voting

•Voting

Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on at the meeting.

• Admission

•Admission

If you decide to attend the meeting in person, upon your arrival you will need to register with our receptionist in the main lobby of our principal executive offices. See page 57 for further instructions.

instructions and registration requirements.

-1-

Meeting Agenda/Proposals

Meeting Agenda/Proposals

Board Vote
Recommendation

Page Reference

Recommendation
(for more detail)

• Election of eleven directors

FOR ALL

11

•

Election of nine directorsFOR ALL
11
•Approval, on an advisory basis, of
  the compensation of our named
  executive officers

FOR

FOR
45

58

• Vote, on an advisory basis, on the frequency
of future advisory votes on the compensation
of our named executive officers

•

1 YEAR

Approval of the Old Dominion Freight Line, Inc. 2016 Stock Incentive PlanFOR
47

60

•

Ratification of Ernst & Young LLP
  as our independent registered
  public accounting firm for the year
  ending December 31, 20162023

FOR

FOR

58

60

Transact other business, if any, that properly comes before the meeting

Election of Directors

Our directors are elected annually for one-year terms. The eleven nominees below are comprised of ten current directors and Andrew S. Davis, each of whom have been recommended by the Board's Governance and Nomination Committee. As previously disclosed, D. Michael Wray is not standing for re-election at the meeting. The nominees receiving a plurality of the votes cast at the meeting will be elected as directors. The graphics below highlight the backgrounds of our director nominees and the table below provides summary information about each director nominee.

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img196368603_2.jpg 



-1-


                         
                         
 Election of Directors 
                         
 Our directors are elected annually for one-year terms. The following table provides summary information about each director nominee. On December 9, 2015, J. Paul Breitbach notified us of his decision to retire at the end of his current term. Accordingly, Mr. Breitbach is not standing for re-election to the Board at the Annual Meeting. Upon recommendation of its Governance and Nomination Committee, the Board has determined to increase its size from eight directors to nine directors. The nine nominees below are comprised of seven current directors and two nominees of the Board’s Governance and Nomination Committee - Bradley R. Gabosch and Patrick D. Hanley. The nominees receiving a plurality of the votes cast at the meeting will be elected as directors. 
                  
                Committees 
 Name Age Director Occupation Experience/ Independent AC CC GNC 
   Since  Qualification     
                         
 Earl E. Congdon 85 1952 Executive Chairman of the Board of Directors, Old Dominion Leadership, Industry, Operations, Strategy         
                         
 David S. Congdon 59 1998 Vice Chairman of the Board of Directors and CEO, Old Dominion Leadership, Industry, Operations, Strategy         
                         
 John R. Congdon, Jr. 59 1998 Chairman of the Board of Directors, Old Dominion Truck Leasing, Inc. Leadership, Fleet Management, Logistics         
                         
 Robert G. Culp, III 69 2003 Chairman of the Board of Directors, Culp, Inc. Leadership, Global X X C   
                         
 Bradley R. Gabosch 64 — Managing Director, Grant Thornton LLP Leadership, Accounting, Management X       
                         
 Patrick D. Hanley 71 — Private investor Leadership, Accounting, Logistics X       
                         
 John D. Kasarda, Ph.D. 70 2008 Professor Emeritus and Director of Center for Air Commerce at the University of North Carolina at Chapel Hill's Kenan-Flagler Business School Leadership, Economic Development, Logistics X     C 
                         
 Leo H. Suggs 76 2009 Private investor Leadership, Logistics, Operations X   X X 
                         
 D. Michael Wray 55 2008 President, Riverside Brick & Supply Company, Inc. Leadership, Accounting, Management X C X   
            
        
 AC Audit Committee GNCGovernance and Nomination Committee 
                         
 CC Compensation Committee CCommittee Chair 
                         
                         


-2-


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-2-

Election of Directors (continued)

 

•
8 of our 11 director nominees are independent
•
Our director nominees have an average tenure of 10 years
•
27% of our director nominees have self-identified gender, racial or ethnic diversity

Committees

 

Name

 

Age

Director
Since

 

Occupation

 

Independent

 

AC

 

CC

 

GNC

David S. Congdon

66

1998

Executive Chairman of the Board of Directors, Old Dominion

 

Sherry A. Aaholm

60

2018

Vice President and Chief Digital Officer, Cummins, Inc.

 

X

X

X

John R. Congdon, Jr.

 

66

1998

Private investor

Andrew S. Davis

 

 

45

 

 

 

Senior Vice President, Strategy and Investments, Cox Enterprises Inc.

 

X

 

 

 

 

 

 

Bradley R. Gabosch

 

71

2016

Private investor

X

X

X

Greg C. Gantt

 

67

2018

President and Chief Executive Officer, Old Dominion

Patrick D. Hanley

 

78

2016

Private investor

X

X

X

John D. Kasarda, Ph.D.

77

2008

CEO and President of Aerotropolis Business Concepts LLC; President of Aerotropolis Institute China; Faculty, University of North Carolina at Chapel Hill's Kenan-Flagler Business School

X

C

Wendy T. Stallings

 

48

2020

Owner, President and CEO, TPI Event Solutions, Inc.; Real estate investor

X

X

Thomas A.

Stith, III

 

59

2021

Co-Founder and CEO, The Michael Thomas Group

X

X

Leo H. Suggs *

 

83

2009

Private investor

X

C

X

AC - Audit Committee

CC - Compensation Committee

 

* - Lead Independent Director

 

GNC - Governance and Nomination Committee

C - Committee Chair

 

Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers

We are asking our shareholders to approve, on a non-binding, advisory basis, the compensation of our named executive officers. The Board believes that our executive compensation policies are designed appropriately and are functioning as intended to align pay with performance and produce long-term value for our shareholders.

 

-3-

Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers
We are asking our shareholders to approve, on a non-binding, advisory basis, the compensation of our named executive officers. The Board believes that our executive compensation policies are designed appropriately and are functioning as intended to produce long-term value for our shareholders.

Fiscal 20152022 Executive Compensation Elements

Type

Form

TypeForm

General Purpose and Terms

Cash

Cash

Base Salary

Retention component that is reviewed annually and adjusted as needed, and executives are generally eligible for an annual increase.

Non-Equity
Performance
Incentive Plan
("PIP")

Motivates and rewards performance by linking a significant portion of compensation to profitability. Earned monthly based upon a fixed percentage, or participation factor, of our pre-tax income. No payment unless pre-tax income exceeds a required minimum performance threshold.

threshold, and the aggregate PIP payments for each executive are limited to 10x the executive’s annual base salary.

Equity-

based

Performance-Based Restricted
Stock Award (“RSA”)

Equity-basedPhantom Stock

Aligns executive compensation with Company performance and shareholder value and provides a long-term benefit that supplements our 401(k) plan. Generally vestsvalue. Grants are awarded based on the Company’s operating ratio (a measure of profitability calculated by dividing total operating expenses by revenue). Any shares earned generally vest in increments of 20%33% per year on the anniversary of the grant date, subject to continued service requirements, and can be settled only in cash.

requirements.

Performance-Based Restricted
Stock Unit Award (“PBRSU”)

Ties executive compensation to Company achievement of pre-tax income growth performance targets over a one-year performance period, with one-third of the award vesting following the conclusion of the performance period (to the extent the performance target is met) and an additional one-third of the award vesting on each anniversary thereafter, subject to continued service requirements.

Other
Employee
Benefits

Other Employee Benefits

401(k) Plan

Retirement plan with companyCompany match; executive officers receive the same benefit as all employees.

Nonqualified
Deferred
Compensation
Plan

Nonqualified Deferred Compensation PlanSupplemental

Self-funded retirement benefit; participants can defer significant percentages of annual base salary and monthly non-equity performance-based incentive compensation.

 No Company match or other contributions are provided by us.

Fiscal 2015

Recent Compensation Decisions

The principal factors in the Compensation Committee’s executive compensation decisions for 20152022 were (i) our financial performance, (ii) the relationship of executive compensation to ourthe Company’s pre-tax income, before taxes,(iii) the amount of compensation that is performance-based, our organizational and leadership changes and(iv) the review and analysis conducted by its independent compensation consultant, Pearl Meyer. Based(v) strong support received for “say-on-pay” voting results (approximately 95% of votes cast on the improvementproposal at our 2022 Annual Meeting of Shareholders were in favor of such proposal), and (vi) shareholder feedback.

In August 2022, we entered into an agreement to terminate our financial results during 2014employment agreement with David S. Congdon, our Executive Chairman of the Board. Following termination of the agreement, Mr. Congdon remains an executive officer of the Company and continues to serve as Executive Chairman of the outlook for 2015,Board. In connection with the termination of the agreement, the Compensation Committee selected Mr. Congdon to participate in the Old Dominion Freight Line, Inc. Change of Control Severance Plan for Key Executives (As Amended and Restated Effective October 31, 2018) (the “Severance Plan”), with a qualifying termination compensation level of two and one-half (2.5) times the sum of his base salary and three-year average bonus amount, subject to the terms and conditions of the Severance Plan.

In October 2022, the Compensation Committee reviewed the compensation of Mr. Congdon and approved a 3.3% increase50% reduction (from its 2022 level) in his participation factor in the base salaries for our named executive officersPIP, effective in January 2015. For 2015, our year-over-year revenue increased 6.6%1, 2023. This change was a further modification to $3.0 billion, our net income increased 13.9% to $304.7 million and our earnings per diluted share grew 15.2% to $3.57. In keepingthe previously disclosed multi-year approach of reduced pay levels across all pay components as part of the Company's long-term succession planning. Consistent with our philosophy of pay-for-performance,that previously disclosed approach, since January 1, 2022, Mr. Congdon no longer receives stock-based compensation grants under the improvement in our financial performance during 2015 also resulted in increases in our PerformanceOld Dominion Freight Line, Inc. 2016 Stock Incentive Plan (the "PIP""2016 Plan") payouts to our officers, including our named executive officers, as compared to 2014, and these PIP payouts were directly aligned with our performance. As a result, total cash compensation for our named executive officers as a group increased 14.7% in 2015 from 2014.

We believe our compensation program aligns executive compensation with both our business objectives and the interests of our shareholders.
.



-3-

-4-



                         
 Fiscal 2015 Compensation Summary 
                         
 The following table summarizes the compensation of our Chief Executive Officer, our Chief Financial Officer during the fiscal year, and our next three most highly compensated executive officers, to whom we refer to collectively as our named executive officers, for the fiscal year ended December 31, 2015. J. Wes Frye, our former Senior Vice President – Finance, Chief Financial Officer and Assistant Secretary, retired from each of these positions effective December 31, 2015. 
                
             Non-Equity         
          Stock Incentive Plan All Other Total 
       Salary Awards Compensation Compensation Compensation 
 Name  ($) ($) ($) ($) ($) 
                
 Earl E. Congdon 575,328 283,476 5,096,179 74,016 6,028,999 
 Executive Chairman of the Board                 
                         
 David S. Congdon 575,328 283,476 5,096,179 126,479 6,081,462 
 Vice Chairman of the Board and Chief Executive Officer                 
                    
 Greg C. Gantt 483,667 208,414 1,869,115 18,945 2,580,141 
 President and Chief Operating Officer                 
                         
 J. Wes Frye 336,156 318,915 1,372,048 319,214 2,346,333 
 Former Senior Vice President – Finance, Chief Financial Officer and Assistant Secretary                 
                         
 Cecil E. Overbey, Jr. 253,821 125,078 980,034 24,220 1,383,153 
 Senior Vice President – Strategic Development                 
                         
                         
                         
 Approval of the Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan 
                         
 We are asking our shareholders to approve the Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan (the “2016 Plan”) in order to (i) comply with The NASDAQ Stock Market LLC rules requiring shareholder approval of equity compensation plans; and (ii) allow the Compensation Committee to grant awards that may be intended to qualify as “performance-based compensation,” thereby potentially preserving our tax deduction under Section 162(m) of the Internal Revenue Code of 1986, as amended. 
   
   
   
 Ratification of 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, 2016. 
                         
                         
                         
 2017 Annual Meeting 
                         
 • Shareholder proposals submitted pursuant to Securities and Exchange Commission ("SEC") Rule 14a-8 must be received by us by December 20, 2016. 
           ��             
 • Notice of shareholder proposals outside of SEC Rule 14a-8 must be received by us no earlier than November 20, 2016 and no later than December 20, 2016. 
                         



-4-

 

Recent Compensation Decisions (continued)

 

In October 2022, the Compensation Committee also modified the RSA program, effective for the 2023 fiscal year and applicable to the RSA grants to be considered by the Compensation Committee in the first quarter of 2024, as further described in "Compensation Discussion and Analysis" below. These modifications were implemented to align with our pay-for-performance philosophy and allow for additional award funding for superior performance results.

 

We believe these compensation program changes further enhance the pay-for-performance focus of our executive compensation program and continue to strengthen the alignment of our executive compensation program with the long-term interests of our shareholders.

 

Fiscal 2022 Compensation Summary

The following table summarizes the compensation of our Chief Executive Officer, our Chief Financial Officer, and our next three most highly compensated executive officers who were serving at December 31, 2022, to whom we refer to collectively as our named executive officers, for the fiscal year ended December 31, 2022.

 

As previously announced, effective July 1, 2023: (i) Mr. Freeman will succeed Mr. Gantt as our President and Chief Executive Officer; and (ii) Mr. Plemmons will succeed Mr. Freeman as our Executive Vice President and Chief Operating Officer.

 

 

 

 

 

 

Name

 

 

 

 

 

Salary ($) (1)

 

 

 

 

Stock Awards ($)

 

 

Non-Equity

Incentive Plan Compensation

($) (2)

Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)

 

 

 

All Other

Compensation

($)

 

 

 

Total

Compensation

($)

David S. Congdon

Executive Chairman of the Board

492,127

—

 4,887,350

 32,044

 129,734
 

 5,541,255

Greg C. Gantt

President and Chief Executive Officer

 917,701
 

 2,578,625

9,200,000
 

 92,964

 39,085

 12,828,375

Adam N. Satterfield

Senior Vice President – Finance, Chief Financial Officer and Assistant Secretary

 510,753

 1,430,697

 4,594,271

—

 44,554

 6,580,275

-5-



GENERAL INFORMATION

Fiscal 2022 Compensation Summary (continued)

 

 

 

 

 

 

 

 

Name

 

 

 

 

 

 

 

 

Salary

($) (1)

 

 

 

 

 

 

Stock Awards ($)

 

 

 

 

 

Non-Equity

Incentive Plan

Compensation

($) (2)

 

 

Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)

 

 

 

 

 

 

All Other

Compensation

($)

 

 

 

 

 

 

 

Total

Compensation

($)

Kevin M. Freeman

Executive Vice President and Chief Operating Officer

 604,024

 

1,692,240

 5,513,125

 6,943

 32,460

 

 7,848,792

Gregory B. Plemmons

Senior Vice President – Sales

 495,619

 928,521

 3,307,875

1,578

 33,232

 

 

 4,766,825

(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.
(2)
The Non-Equity Incentive Plan Compensation payouts for Mr. Congdon and Mr. Gantt reflect reductions of approximately 3.3% and 16.6%, respectively, due to the PIP limit of 10x each executive’s annual base salary.

 

 

Vote, on an Advisory Basis, on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers

We are once again providing our shareholders with the opportunity to recommend, on an advisory basis, whether the advisory vote on the compensation of our named executive officers should be held every one year, two years or three years.

 

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, 2023.

 

2024 Annual Meeting

• Shareholder proposals submitted pursuant to Securities and Exchange Commission ("SEC") Rule 14a-8 must be received by us by December 19, 2023.

• 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 19, 2023 and no later than December 19, 2023.

 

-6-

General Information

The accompanying proxy is solicited by and on behalf of our Board, of Directors, and the entire cost of such solicitation will be borne by us. This solicitation is being made by mail and may also be made in person or by fax, telephone, or Internet by our officers or employees. In addition, arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries to send proxy materials to their principals, and we will reimburse them for their reasonable expenses in connection therewith.


The accompanying proxy is for use at the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) if a shareholder either will be unable to attend in person or will attend but wishes to vote by proxy. “Registered holders” who have shares registered in the owner's name through our transfer agent may vote by eithereither: (i) completing the enclosed proxy card and mailing it in the postage-paid envelope provided; (ii) voting over the Internet by accessing the website identified on the proxy card and following the on-lineonline instructions; or (iii) calling the toll-free telephone number identified on the proxy card. Proxies submitted via the Internet or by telephone must be received by 11:59 p.m. Eastern Daylight Time on Wednesday,Tuesday, May 18, 2016.


16, 2023.

For shares held in “street name,” that is, shares held in the name of a brokerage firm, bank or other nominee, you should receive a voting instruction form from that institution in lieu of a proxy card. The voting instruction form should indicate whether the institution has a process for beneficial holdersprovides information on how you may instruct your brokerage firm, bank or other nominee to vote over the Internet or by telephone. Many banks and brokerage firms participate in Broadridge Financial Solutions, Inc.'s online program. This program provides eligible shareholders who receive a paper copy of the proxy statement the opportunity to vote over the Internet or by telephone. The Broadridge Internet and telephone voting facilities will close at 11:59 p.m. Eastern Daylight Time on Wednesday, May 18, 2016. The Broadridge Internet and telephone voting procedures are designed to authenticate the shareholder's identity and to allow shareholders to vote their shares and confirm that their instructions have been properly recorded. If the voting instruction form does not reference Internet or telephone information, or if the shareholder prefers to vote by mail, please complete and return the paper voting instruction form in accordance with the instructions provided to you.


your shares.

If you decide to attend the meeting in person, upon your arrival you will need to register with our receptionist in the main lobby of our principal executive offices at 500 Old Dominion Way, Thomasville, North Carolina 27360. Please be sure to have your statestate- or government issuedgovernment-issued photo identification with you at the time of registration. After a determination that you are a registered holdershareholder of Old Dominion common stock as of the record date, you will be allowed to access the meeting room and attend our Annual Meeting. If you are not a registered shareholder but beneficially own shares of our common stock as of the record date, please be sure that you bring your statestate- or government issuedgovernment-issued photo identification as well as either (i) a proxy issued to you in your name by your brokerage firm, bank or other nominee, or (ii) a brokerage statement showing your beneficial ownership of our common stock as of the record date (and a legal proxy from your brokerage firm, bank or other nominee if you wish to vote your shares at the meeting)Annual Meeting) to present to us at the time of registration.


The Board of Directors has fixed March 11, 20169, 2023 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. On March 11, 2016,9, 2023, there were 83,760,230109,950,195 outstanding shares of our common stock each entitled to one vote. The presence in person or by proxy of a majority of the shares of common stock outstanding on the record date constitutes a quorum for purposes of conducting business at the Annual Meeting. Shareholders do not have cumulative voting rights in the election of directors.


Brokers that are members of certain securities exchanges and that hold shares of our common stock in street name on behalf of beneficial owners have authority to vote on certain items when they have not received instructions from beneficial owners. Under the applicable rules governing such brokers, the proposal to ratify the appointment of our independent registered public accounting firm is considered a “discretionary”“discretionary” item. This means that brokers may vote using their discretion on this proposal on behalf of beneficial owners who have not furnished voting instructions. In contrast, certain items are considered “non-discretionary,“non-discretionary,” and a “broker non-vote”“broker non-vote” occurs when brokers do not receive voting instructions from beneficial owners with respect to such items because the brokers are not entitled to vote such uninstructed shares. TheAll proposals in this proxy statement, with the exception of the proposal to elect our directors, approveratify the compensationappointment of our named executive officers and approve the 2016 Planindependent registered public accounting firm, are considered “non-discretionary,“non-discretionary,” which means that brokers cannot vote your uninstructed shares when they do not receive voting instructions from you.




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The

Assuming the existence of a quorum at the Annual Meeting, the voting options for each proposal presented in this proxy statement, as well as the vote required to approve each proposal at the Annual Meeting, are as follows:


Proposal 1 - Election of Directors:With respect to this proposal, you may cast your vote “for all,” “withhold all”all,” or “for all except” with respect to the director nominees. Assuming the existence of a quorum, theThe nominees receiving a plurality of the votes cast by the shares entitled to vote will be elected as directors.


Proposal 2 - Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers: With respect to this proposal (the results of which will not be binding upon Old Dominion or the Board), you may vote “for,“for,”“against, “against,” or “abstain”“abstain” from voting. For this non-binding vote to be approved by the shareholders, the votes cast “for”“for” this proposal must exceed the votes cast “against”“against” this proposal.


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Proposal 3 - ApprovalVote, on an Advisory Basis, on the Frequency of Future Advisory Votes on the 2016 Plan:Compensation of Our Named Executive Officers: With respect to this proposal (the results of which will not be binding upon Old Dominion or the Board), you may vote “for every “1 year,”“against, “2 years,” “3 years” or “abstain”“abstain” from voting. For this proposal to beUnder Virginia law, other than the election of directors, action on a matter is approved, byassuming the shareholders,existence of a quorum, if the votes cast “for” this proposal mustfavoring the matter exceed the votes cast “against”opposing the matter, unless our Articles of Incorporation or Virginia law require a greater number of affirmative votes. However, because of the nature of this proposal.


proposal, the frequency receiving the greatest number of votes cast will be considered the frequency recommended by our shareholders.

Proposal 4 - Ratification of the Appointment of Our Independent Registered Public Accounting Firm: With respect to this proposal, you may vote “for,“for,”“against, “against,” or “abstain”“abstain” from voting. For this proposal to be approved by the shareholders, the votes cast “for”“for” this proposal must exceed the votes cast “against”“against” this proposal.


Abstentions, shares that are withheld as to voting, and broker non-votes (if any) will be counted for determining the existence of a quorum, but will not be counted as a vote cast with respect to any of these proposals and, therefore, will have no effect on the outcome of the vote for any of these proposals.


proposals presented at the Annual Meeting.

Where a choice is specified on any proxy as to the vote on any matter to come before the Annual Meeting, the proxy will be voted in accordance with such specification.If no specification is made but the proxy is otherwise properly completed, the shares represented thereby will be voted “for”“for” the election of the director nominees named in this proxy statement, “for”“for” the approval, on an advisory basis, of the compensation of our named executive officers, "for"for "1 year" with respect to the approvalvote, on an advisory basis, on the frequency of future advisory votes on the 2016 Plancompensation of our named executive officers and “for”“for” the ratification of the appointment of our independent registered public accounting firm. Any shareholder submitting the accompanying proxy has the right to revoke it by notifying our Corporate Secretary in writing at any time prior to the voting of the proxy. A proxy is suspended if the person giving the proxy attends the Annual Meeting andproperly elects to vote in person.

person and attends the Annual Meeting.

Management is not aware of any matters, other than those specified above, that will be presented for action at the Annual Meeting. If any other matters do properly come before the Annual Meeting, the persons named as agents in the proxy will vote upon such matters in accordance with their best judgment.



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judgment.

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS


The following table sets forth information with respect to the beneficial ownership of our common stock, $0.10 par value, our only class of voting security, as of March 11, 2016,9, 2023, or such other date as indicated in the footnotes to the table, forfor: (i)each person known by us to own beneficially more than five percent of our common stock; (ii)each current director and the new director nominee; (iii)each named executive officer;officer and each of the other executive officers; and (iv)all current directors, nomineesthe new director nominee, the named executive officers and all of the other executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC. Unless otherwise indicated, the address of all listed shareholders is c/o Old Dominion Freight Line, Inc., 500 Old Dominion Way, Thomasville, NC 27360. As of March 11, 2016,9, 2023, and in compliance with our securities trading policy, none of our directors or executive officers have pledged our common stock.

Name and Address of Beneficial Owner
Shares Beneficially Owned (1)
Percent
Capital Research Global Investors (2)
333 South Hope Street
Los Angeles, CA 90071
6,592,7547.9%
Jeffrey W. Congdon (3) 
300 Arboretum Place, Suite 600
North Chesterfield, VA 23236
5,816,2756.9%
John R. Congdon, Jr. (4) 
300 Arboretum Place, Suite 600
North Chesterfield, VA 23236
5,751,3486.9%
William Blair Investment Management, LLC (5)
231 W. Adams St.
Chicago, IL 60606
5,187,8146.2%
David S. Congdon (6)
4,870,8905.8%
BlackRock, Inc. (7)
55 East 52nd Street
New York, NY 10055
4,624,6525.5%
The Vanguard Group (8)
100 Vanguard Boulevard
Malvern, PA 19355
4,381,2505.2%
Earl E. Congdon (9) 
2,257,1592.7%
Susan C. Terry (10) 
300 Arboretum Place, Suite 600
North Chesterfield, VA 23236
1,891,7232.3%
J. Wes Frye (11) 
42,864*    
Kevin M. Freeman (12)
18,455*    
Adam N. Satterfield (13)
6,758*    
J. Paul Breitbach (14)
4,631*    
Greg C. Gantt (12)
4,581*    
John D. Kasarda3,832*    
Robert G. Culp, III (15)
3,768*    
Leo H. Suggs2,400*    
D. Michael Wray2,250*    
Cecil E. Overbey, Jr. (12)
1,125*    
David J. Bates (12)
330*    
Ross H. Parr (12)
162*    
Bradley R. Gabosch——
Patrick D. Hanley——
All Directors, Nominees and Executive Officers as a Group (16 persons) (16)
12,266,88514.6%
________________

 

Name and Address of Beneficial Owner

Shares Beneficially Owned (1)

 

Percent

The Vanguard Group, Inc. (2)

100 Vanguard Boulevard

Malvern, PA 19355

 

 

10,790,836

 

9.8%

BlackRock, Inc. (3)

55 East 52nd Street

New York, NY 10055

 

 

9,232,121

 

8.4%

T. Rowe Price Associates, Inc. (4)

100 E. Pratt Street

Baltimore, MD 21202

 

 

8,415,483

 

7.7%

Capital Research Global Investors (5)

333 South Hope Street, 55th Floor

Los Angeles, CA 90071

7,452,017

 6.8%

David S. Congdon (6)

6,102,385

5.6%

John R. Congdon, Jr. (7)

5,146,707

4.7%

Greg C. Gantt (8)

42,428

*

Adam N. Satterfield (9)

31,748

*

Kevin M. Freeman (10)

28,399

*

Cecil E. Overbey, Jr. (11)

21,292

*

Ross H. Parr (12)

18,152

*

Christopher T. Brooks (13)

16,873

*

John D. Kasarda

14,266

*

Gregory B. Plemmons (14)

14,253

*

David J. Bates (15)

12,883

*

D. Michael Wray (16)

9,530

*

Patrick D. Hanley

8,518

*

Bradley R. Gabosch

5,818

*

Sherry A. Aaholm

4,552

*

Leo H. Suggs

4,318

*

Wendy T. Stallings

2,091

*

Thomas A. Stith, III

 

1,091

 

 

*

 

Andrew S. Davis

 

—

 

 

*

 

All Directors, the Named Executive Officers and all of the other Executive Officers as a Group (19 persons)

 

11,485,304

 

10.4%

_______________

* Less than 1%


(1)

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Except as indicated in the footnotes to this table and under applicable community property laws, each shareholder named has sole voting and dispositive power with respect to the shares set forth opposite the shareholder’s name. Beneficial ownership was determined from public filings, representations by the named shareholders and the Old Dominion Freight Line, Inc. 401(k) Plan.

(2)

(1)Except as indicated in the footnotes to this table and under applicable community property laws, each shareholder named has sole voting and dispositive power with respect to the shares set forth opposite the shareholder’s name. Beneficial ownership was determined from public filings, representations by the named shareholders and the Old Dominion Freight Line, Inc. 401(k) Plan.

(2)Information was obtained from a Schedule 13G filed on February 16, 2016 with the SEC by Capital Research Global Investors (“Capital Research”). Capital Research reports sole power to vote, or direct the vote of, and dispose of, or direct the disposition of, 6,592,754 shares. All shares are owned by various investment advisory clients of Capital Research, which is deemed to be the beneficial owner of those shares pursuant to Rule 13d-4 under the Exchange Act, due to its discretionary power to make investment decisions over such shares for its clients and/or its ability to vote such shares. In all cases, persons other than Capital Research have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the shares. No individual client holds more than five percent of the total outstanding common shares.

(3)Includes (i) 829,179 shares held as trustee of the Jeffrey W. Congdon Revocable Trust; (ii) 83,610 shares held as trustee of the Jeffrey W. Congdon 2012 GRAT #2; (iii) 39,344 shares held as trustee of the Jeffrey W. Congdon 2013 GRAT #2; (iv) 52,667 shares held as trustee of the Jeffrey W. Congdon 2014 GRAT; (v) 439,383 shares held through shared voting and investment rights as co-trustee of the John R. Congdon Trust for Nathaniel Everett Terry; (vi) 1,264 shares held through shared voting and investment rights as co-trustee of the Susan C. Terry Irrevocable Trust Agreement fbo Natalie Grace Bagwell; (vii) 1,264 shares held through shared voting and investment rights as co-trustee of the Susan C. Terry Irrevocable Trust Agreement fbo Leyton Andrew Bagwell; (viii) 1,264 shares held through shared voting and investment rights as co-trustee of the Susan C. Terry Irrevocable Trust Agreement fbo Harley Virginia Terry; (ix) 1,264 shares held through shared voting and investment rights as co-trustee of the Susan C. Terry Irrevocable Trust Agreement fbo Brinkley Louise Terry; (x) 1,264 shares held through shared voting and investment rights as co-trustee of the Susan C. Terry Irrevocable Trust Agreement fbo Lillian Everett Terry; (xi) 1,264 shares held through shared voting and investment rights as co-trustee of the Susan C. Terry Irrevocable Trust Agreement fbo Jack Daniel Terry; (xii) 1,264 shares held through shared voting and investment rights as co-trustee of the Susan C. Terry Irrevocable Trust Agreement fbo Bailey Hunter Terry; (xiii) 1,264 shares held through shared voting and investment rights as co-trustee of the Susan C. Terry Irrevocable Trust Agreement fbo Henry Lawson Bagwell; (xiv) 400,716 shares held as trustee of the John R. Congdon Trust for Mary Evelyn Congdon; (xv) 277,492 shares held as trustee of the John R. Congdon Trust for Peter Whitefield Congdon; (xvi) 400,720 shares held as trustee of the John R. Congdon Trust for Michael Davis Congdon; (xvii) 252,883 shares held as trustee of the John R. Congdon, Jr. GRAT Remainder Trust; (xviii) 215 shares held as trustee of the Peter W. Congdon 2016 Irrevocable Trust Agreement dtd February 10, 2016 fbo Ella Kate Congdon; (xix) 215 shares held as trustee of the Peter W. Congdon 2016 Irrevocable Trust Agreement dtd February 10, 2016 fbo Kinsley Ann Congdon; (xx) 430 shares held through shared voting and investment rights as co-trustee of the Trust fbo Natalie Grace Bagwell under the Kathryn Lawson Bagwell 2016 Irrevocable Trust Agreement dtd February 10, 2016; (xxi) 430 shares held through shared voting and investment rights as co-trustee of the Trust fbo Leyton Andrew Bagwell under the Kathryn Lawson Bagwell 2016 Irrevocable Trust Agreement dtd February 10, 2016; (xxii) 430 shares held through shared voting and investment rights as co-trustee of the Trust fbo Henry Lawson Bagwell under the Kathryn Lawson Bagwell 2016 Irrevocable Trust Agreement dtd February 10, 2016; (xxiii) 100,000 shares held as trustee of the Jeffrey W. Congdon 2015 GRAT; and (xxiv) 2,675,566 shares held through shared voting and investment rights as co-manager of Congdon Family, LLC. This amount also includes 252,883 shares held by the Jeffrey W. Congdon GRAT Remainder Trust, with respect to which Jeffrey W. Congdon disclaims beneficial ownership. Jeffrey W. Congdon may be deemed a member of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(4)Includes (i) 947,556 shares held as trustee of the John R. Congdon, Jr. Revocable Trust; (ii) 83,610 shares held as trustee of the John R. Congdon, Jr. 2012 GRAT #2; (iii) 39,344 shares held as trustee of the John R. Congdon, Jr. 2013 GRAT #2; (iv) 52,667 shares held as trustee of the John R. Congdon, Jr. 2014 GRAT; (v) 100,000 shares held as trustee of the John R. Congdon, Jr. 2015 GRAT; (vi) 439,383 shares held through shared voting and investment rights as co-trustee of the John R. Congdon Trust for Nathaniel Everett Terry; (vii) 1,264 shares held through shared voting and investment rights as co-trustee of the Susan C. Terry Irrevocable Trust Agreement fbo Natalie Grace Bagwell; (viii) 1,264 shares held through shared voting and investment rights as co-trustee of the Susan C. Terry Irrevocable Trust Agreement fbo


-8-Information was obtained from a Schedule 13G/A filed on February 9, 2023 with the SEC by The Vanguard Group, Inc. (“Vanguard”). Vanguard reported: (i) sole power to dispose of, or direct the disposition of, 10,397,893

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shares; (ii) shared power to vote, or direct the vote of, 140,279 shares; and (iii) shared power to dispose of, or direct the disposition of, 392,943 shares. As reported, Vanguard’s clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares. No one other person’s interest in the shares is more than five percent.

(3)
Information was obtained from a Schedule 13G/A filed on February 3, 2023 with the SEC by BlackRock, Inc. (“BlackRock”). BlackRock reported sole power to vote, or direct the vote of, 8,447,215 shares, and sole power to dispose of, or direct the disposition of, 9,232,121 shares. As reported, various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares. No one person’s interest in the shares is greater than five percent of the total outstanding common shares.
Leyton Andrew Bagwell; (ix) 1,264(4)
Information was obtained from a Schedule 13G filed on February 14, 2023 with the SEC by T. Rowe Price Associates, Inc. (“T. Rowe”). T. Rowe reported sole power to vote, or direct the vote of, 2,930,845 shares and sole power to dispose of, or direct the disposition of, 8,405,122 shares.
(5)
Information was obtained from a Schedule 13G/A filed on February 13, 2023 with the SEC by Capital Research Global Investors (“Capital Research”). Capital Research reported sole power to vote, or direct the vote of, 7,443,387 shares, and sole power to dispose of, or direct the disposition of, 7,452,017 shares. Capital Research has disclaimed beneficial ownership of these shares pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
(6)
Includes: (i) 5,843 shares held directly by David S. Congdon; (ii) 87,139 shares held in Mr. Congdon’s 401(k) retirement plan; (iii) 2,024,747 shares held as trustee of various family trusts; (iv) 1,895,377 shares held through shared voting and investment rights as co-trustee of various family trusts; (v) 1,810,712 shares held through shared voting and investment rights with the Susan C. Terry Irrevocable Trust Agreement fbo Harley Virginia Terry; (x) 1,264shareholder’s spouse as trustee of various family trusts; and (vi) 278,567 shares beneficially owned by certain other family members through various trusts. Excludes 1,792 earned and unvested PBRSUs.
(7)
Includes: (i) 546 shares held directly by John R. Congdon, Jr.; (ii) 2,021,319 shares held as trustee of various family trusts; (iii) 388,587 shares held through shared voting and investment rights as co-trustee of the Susan C. Terry Irrevocable Trust Agreement fbo Brinkley Louise Terry; (xi) 1,264 shares held through shared voting and investment rights as co-trustee of the Susan C. Terry Irrevocable Trust Agreement fbo Lillian Everett Terry; (xii) 1,264 shares held through shared voting and investment rights as co-trustee of the Susan C. Terry Irrevocable Trust Agreement fbo Jack Daniel Terry; (xiii) 1,264 shares held through shared voting and investment rights as co-trustee of the Susan C. Terry Irrevocable Trust Agreement fbo Bailey Hunter Terry; (xiv) 1,264 shares held through shared voting and investment rights as co-trustee of the Susan C. Terry Irrevocable Trust Agreement fbo Henry Lawson Bagwell; (xv) 438,467 shares held as trustee of the John R. Congdon Trust for Mark Ross Congdon; (xvi) 438,089 shares held as trustee of the John R. Congdon Trust for Jeffrey Whitefield Congdon, Jr.; (xvii) 5,963 shares held as trustee of the Page Elizabeth Conway Irrevocable Trust; (xviii) 5,963 shares held as trustee of the Katherine Sirles Conway Irrevocable Trust; (xix) 252,883 shares held as trustee of the Jeffrey W. Congdon GRAT Remainder Trust; (xx) 430 shares held through shared voting and investment rights as co-trustee of the Trust fbo Natalie Grace Bagwell under the Kathryn Lawson Bagwell 2016 Irrevocable Trust Agreement dtd February 10, 2016; (xxi) 430 shares held through shared voting and investment rights as co-trustee of the Trust fbo Leyton Andrew Bagwell under the Kathryn Lawson Bagwell 2016 Irrevocable Trust Agreement dtd February 10, 2016; (xxii) 430 shares held through shared voting and investment rights as co-trustee of the Trust fbo Henry Lawson Bagwell under the Kathryn Lawson Bagwell 2016 Irrevocable Trust Agreement dtd February 10, 2016; (xxiii) 430 shares held as trustee of the Jeffrey W. Congdon 2016 Irrevocable Trust Agreement fbo Lillian Grace Congdon; (xxiv) 3,571various family trusts; (iv) 69,239 shares held by the shareholder’s spouse as trustee of the John R. Congdon, Jr. 2015 Irrevocable Trust for Benefit of Michael M. Demo; (xxv) 3,571various family trusts; and (v) 1,884,690 shares held by the shareholder’s spouse as trusteeanother trust of the John R. Congdon, Jr. 2015 Irrevocable Trust for Benefit of Brian H. Demo; and (xxvi) 2,675,566 shares held through shared voting and investment rights as co-manager of Congdon Family, LLC.shareholder. This amount also includes 252,883782,326 shares held by the John R. Congdon, Jr.a GRAT Remainder Trust, with respect to which John R. Congdon, Jr. disclaims beneficial ownership. John R. Congdon, Jr. may be deemed a member
(8)
Includes 7,810 shares owned in Mr. Gantt’s 401(k) retirement plan. Excludes 6,227 earned and unvested PBRSUs.
(9)
Includes 10,386 shares owned in Mr. Satterfield’s 401(k) retirement plan. Excludes 3,664 earned and unvested PBRSUs.
(10)
Includes 4,878 shares owned in Mr. Freeman’s 401(k) retirement plan. Excludes 4,336 earned and unvested PBRSUs.
(11)
Includes 4,077 shares owned in Mr. Overbey’s 401(k) retirement plan. Excludes 1,694 earned and unvested PBRSUs.
(12)
Includes 307 shares owned in Mr. Parr’s 401(k) retirement plan. Excludes 1,694 earned and unvested PBRSUs.
(13)
Includes 402 shares owned in Mr. Brooks’ 401(k) retirement plan. Excludes 1,694 earned and unvested PBRSUs.
(14)
Includes 399 shares owned in Mr. Plemmons’ 401(k) retirement plan. Excludes 1,741 earned and unvested PBRSUs.
(15)
Includes 495 shares owned in Mr. Bates’ 401(k) retirement plan. Excludes 1,694 earned and unvested PBRSUs.
(16)
Mr. Wray is retiring at the end of a group under Section 13(d) ofhis current term and is not standing for re-election at the Exchange Act.

(5)Information was obtained from a Schedule 13G filed on February 9, 2016 with the SEC by William Blair Investment Management, LLC (“William Blair”). William Blair reports sole power to vote, or direct the vote of, 3,630,310 shares, and sole power to dispose, or direct the disposition of, 5,187,814 shares. All shares are owned by various investment advisory clients of William Blair, which is deemed to be the beneficial owner of those shares pursuant to Rule 13d-4 under the Exchange Act, due to its discretionary power to make investment decisions over such shares for its clients and/or its ability to vote such shares. In all cases, persons other than William Blair have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the shares. No individual client holds more than five percent of the total outstanding common shares.

(6)Includes (i) 55,093 shares owned in the named shareholder’s 401(k) retirement plan; (ii) 685,469 shares held as trustee of the David S. Congdon Revocable Trust, dated December 3, 1991; (iii) 92,409 shares held as trustee of an Irrevocable Trust, dated December 18, 1998, fbo Marilyn Congdon; (iv) 92,410 shares held as trustee of an Irrevocable Trust, dated December 18, 1998, fbo Kathryn Congdon; (v) 92,410 shares held as trustee of an Irrevocable Trust, dated December 18, 1998, fbo Ashlyn Congdon; (vi) 188,318 shares held as trustee of the David S. Congdon Grantor Retained Annuity Trust 2014; (vii) 385,781 shares held as trustee of the Audrey L. Congdon Irrevocable Trust #1, dated December 1, 1992; (viii) 296,473 shares held as trustee of the Audrey L. Congdon Irrevocable Trust #2, dated May 28, 2004; (ix) 629,776 shares held through shared voting and investment rights with the shareholder’s spouse as trustee of the David S. Congdon Irrevocable Trust #1, dated December 1, 1992; (x) 19,582 shares owned by the shareholder’s daughter as trustee of the Kathryn Leigh Congdon Revocable Declaration of Trust, dated May 23, 2006; (xi) 19,582 shares owned by the shareholder’s daughter as trustee of the Marilyn Marie Congdon Revocable Declaration of Trust, dated May 23, 2006; (xii) 160,993 shares owned by the shareholder’s daughter as trustee of the Ashlyn Lane Congdon Revocable Intervivos Trust, dated December 7, 2010; (xiii) 316,405 shares held through shared voting and investment rights as co-trustee of the 1998 Earl E. Congdon Family Trust; (xiv) 318,357 shares held through shared voting and investment rights as co-trustee of the Earl and Kathryn Congdon Family Irrevocable Trust - 2011; (xv) 89,384 shares held through shared voting and investment rights with the shareholder’s spouse as trustee of the Helen S. Congdon Revocable Inter Vivos Trust, dated April 24, 2012; (xvi) 38,015 shares held through shared voting and investment rights with the shareholder’s spouse as trustee of the Seay Family Trust, dated November 21, 2012; (xvii) 299,251 shares


-9-Annual Meeting.

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held through shared voting and investment rights with the shareholder’s spouse as trustee of the David S. Congdon Irrevocable Trust #2, dated November 18, 1999; (xviii) 645,976 shares held through shared voting and investment rights as co-trustee of the Earl E. Congdon GRAT Remainder Trust; (xix) 41,411 shares beneficially owned by the shareholder’s daughter through the Marilyn Congdon Nowell Grantor Retained Annuity Trust 2015; (xx) 41,411 shares beneficially owned by the shareholder’s daughter through the Kathryn Congdon Harrell Grantor Retained Annuity Trust 2015; (xxi) 158,490 shares held as trustee of the David S. Congdon Grantor Retained Annuity Trust 2015; (xxii) 864 shares beneficially owned by the shareholder’s daughter as trustee of the Irrevocable Inter Vivos Trust fbo Alice Rose Harrell dtd 8/12/15; (xxiii) 864 shares beneficially owned by the shareholder’s daughter as trustee of the Irrevocable Inter Vivos Trust fbo Ava Louise Harrell dtd 8/12/15; (xxiv) 864 shares beneficially owned by the shareholder’s daughter as trustee of the Irrevocable Inter Vivos Trust fbo David Congdon Nowell dtd 8/12/15; (xxv) 864 shares beneficially owned by the shareholder’s daughter as trustee of the Irrevocable Inter Vivos Trust fbo Matt Hooper Nowell, III dtd 8/12/15; (xxvi) 438 shares beneficially owned by the shareholder’s daughter as trustee of the Irrevocable Inter Vivos Trust fbo Lillian Ramsey Nowell dtd 2/1516; (xxvii) 100,000 shares beneficially owned by the shareholder’s daughter through the Marilyn C. Nowell Grantor Retained Annuity Trust - 2016; and (xxviii) 100,000 shares beneficially owned by the shareholder’s daughter through the Kathryn C. Harrell Grantor Retained Annuity Trust - 2016.

(7)Information was obtained from a Schedule 13G filed on January 28, 2016 with the SEC by BlackRock, Inc. (“BlackRock”). BlackRock reports sole power to vote, or direct the vote of, 4,391,435 shares, and sole power to dispose of, or direct the disposition of, 4,624,652 shares. All shares are owned by various investment advisory clients of BlackRock, which is deemed to be a beneficial owner of those shares pursuant to Rule 13d-3 under the Exchange Act, due to its discretionary power to make investment decisions over such shares for its clients and/or its ability to vote such shares. In all cases, persons other than BlackRock have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the shares. No individual client holds more than five percent of the total outstanding common shares.

(8)Information was obtained from a Schedule 13G filed on February 11, 2016 with the SEC by The Vanguard Group (“Vanguard”). Vanguard reports: (i) sole power to vote, or direct the vote of, 50,773 shares; (ii) sole power to dispose of, or direct the disposition of, 4,331,477 shares; (iii) shared power to vote, or direct the vote of, 2,900 shares; and (iv) shared power to dispose of, or direct the disposition of, 49,773 shares. All shares are owned by various investment advisory clients of Vanguard, which is deemed to be a beneficial owner of those shares pursuant to Rule 13d-3 under the Exchange Act, due to its discretionary power to make investment decisions over such shares for its clients and/or its ability to vote such shares. In all cases, persons other than Vanguard have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the shares. No individual client holds more than five percent of the total outstanding common shares.

(9)Includes (i) 734,540 shares held as trustee of the Earl E. Congdon Trust - 1990; (ii) 392,330 shares held as trustee of the Earl E. Congdon Grantor Retained Annuity Trust 2014; and (iii) 39,794 shares owned in the named shareholder’s 401(k) retirement plan. Also includes (i) 209,121 shares owned beneficially by Kathryn W. Congdon, Earl E. Congdon’s spouse, as trustee of the Kathryn W. Congdon Trust - 1990; (ii) 235,398 shares owned beneficially by Kathryn W. Congdon as trustee of the Kathryn W. Congdon Grantor Retained Annuity Trust 2014; and (iii) 645,976 shares owned beneficially by the Earl E. Congdon 2003 GRAT Remainder Trust, with respect to all of which Earl E. Congdon disclaims beneficial ownership.

(10)Includes (i) 914,380 shares held as trustee of the Susan C. Terry Revocable Trust; (ii) 539,209 shares held through shared voting and investment as co-manager of Terry Family Associates, LLC; and (iii) 438,134 shares beneficially owned by Ms. Terry’s daughter as trustee of the Kathryn Lawson Bagwell Special Revocable Trust dated March 6, 2015. This amount does not include shares held by Congdon Family, LLC. The Susan C. Terry Revocable Trust is a member of Congdon Family, LLC. However, Susan C. Terry does not serve as a manager of Congdon Family, LLC and therefore does not have voting or dispositive power over such shares. Susan C. Terry may be deemed a member of a group under Section 13(d) of the Exchange Act.

(11)Includes (i) 22,259 shares owned of record by Mr. Frye; (ii) 17,750 shares owned in Mr. Frye’s 401(k) retirement plan; and (iii) 2,855 shares owned by Mr. Frye’s spouse. Mr. Frye retired from the positions of


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Senior Vice President - Finance, Chief Financial Officer and Assistant Secretary effective December 31, 2015.

(12)All shares are owned in the named shareholder’s 401(k) retirement plan.

(13)Includes (i) 430 shares owned of record by Mr. Satterfield and (ii) 6,328 shares owned in Mr. Satterfield’s 401(k) retirement plan.

(14)Mr. Breitbach is retiring at the end of his current term and is not standing for re-election at the Annual Meeting.

(15)All shares are owned by Mr. Culp’s spouse.

(16)The group of all current directors, nominees and executive officers includes 703,668 shares that have shared voting power between individuals within the group. These shares are counted only once in the total for the group.

PROPOSAL

Proposal 1 - ELECTION OF DIRECTORS


Election of Directors

Our Bylaws currently provide that the number of directors shall be not less than five nor more than twelve. On December 9, 2015, J. Paul Breitbach notified usOur Board of his decision to retire atDirectors, upon the endrecommendation of his current term. Accordingly, Mr. Breitbachits Governance and Nomination Committee, has determined that the Board shall consist of eleven directors. As previously disclosed, D. Michael Wray is not standing for re-election to the Board at the Annual Meeting. Upon recommendation of its Governance and Nomination Committee, the Board has determined to increase its size from eight directors to nine directors. The Board, upon the recommendation of its Governance and Nomination Committee, has nominated seventen current directors and twoone new nominees - Bradley R. Gabosch and Patrick D. Hanley -director – Andrew S. Davis – for election to the Board at the Annual Meeting. The Governance and Nomination Committee discussed multiple candidates as potential new director nominees following an extensive interview andas part of its selection process, including due consideration of diversity and sought out highly qualified women and individuals from minority groups to include in the pool from which director nominees were to be chosen. The Governance and Nomination Committee considered other criteria as set forth in our Corporate Governance Guidelines relating to the recommendation of director nominees, and also obtained input from our CEOChief Executive Officer and other members of management as appropriate. Mr. Gabosch and Mr. Hanley were each identified andDavis was recommended to the Board for considerationGovernance and Nomination Committee by onea member of our independent directors during this process.management, without the involvement of an external search firm. Following completionmeetings with members of the candidate identification process,Board and Old Dominion’s management team, Mr. Gabosch and Mr. Hanley were eachDavis was formally nominated for election to the Board at the Annual Meeting. If elected,

Unless authority is withheld, it is intended that proxies received in response to this solicitation will be voted in favor of the nine nominees identified herein willnominees. In accordance with its charter and our Corporate Governance Guidelines, the Governance and Nomination Committee has recommended, and the Board has approved, the eleven individuals named below to serve as directors until our 2017 Annual Meetingnext 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. Unless authority is withheld, it is intended that proxies received in response to this solicitation will be voted in favor of the nominees.


The age and a brief biographical description of each director nominee, theirhis or her position with us, certain board memberships, and the nominee’snominee’s specific experience, qualifications, attributes, and 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.

Earl E.

David S. Congdon(85) joined us in 1949 and has served as a director since 1952. Mr. Congdon (66) was our President and Chief Executive Officer from 1962 until 1985 and served as Chairman of our Board of Directors and Chief Executive Officer from 1985 through 2007. In October 2007, the Board of Directors appointed Mr. Congdon to his current position as Executive Chairman of the Board of Directors, effective January 1, 2008. He is the son of E. E. Congdon, one of our founders, the father of David S. Congdon and the uncle of John R. Congdon, Jr. Through his 67 years of experience with us, including 45 yearsMay 2018, having previously served as our Chief Executive Officer, Mr. Congdon helped transform Old Dominion from a small regional company to an international, publicly-traded company through geographic expansion and acquisitions. As a result, he brings to our Board first-hand knowledge of the opportunities and challenges in our less-than-truckload (“LTL”) industry. Mr. Congdon has valuable insight into the execution of our strategic, long-term objectives and is keenly aware of the operating complexities of the transportation industry.

David S. Congdon (59) was appointed Vice Chairman of the Board and Chief Executive Officer onfrom May 21, 2015. Immediately prior2015 to that date,May 2018, and since January 1, 2008, Mr. Congdon served as our President and Chief Executive Officer.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


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director in 1998 and is the soncousin of Earl E. Congdon.John R. Congdon, Jr., who also serves on the Board. Mr. Congdon, through his 38more than 40 years of service to us, including 1925 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 guidedhelped guide Old Dominion to sustained profitability.profitability and significant growth in shareholder value. The Board benefits from Mr. Congdon’sCongdon’s critical knowledge of the LTLless-than-truckload (“LTL”) industry, as well ashis 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.

Greg C. Gantt (67) was first elected as a director in 2018. He has served as our President and Chief Executive Officer since May 2018 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 28 years, has 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. As previously announced, Mr. Gantt is retiring as our President and Chief Executive Officer effective June 30, 2023.

Sherry A. Aaholm (60) was first elected as a director in 2018. Since April 2021, Ms. Aaholm has served as Vice President and Chief Digital Officer of Cummins, Inc. (NYSE: CMI), a global power leader and a corporation of complementary business segments that design, manufacture, distribute and service a broad portfolio of power solutions, where she previously served as Vice President - Chief Information Officer from June 2013 to March 2021. From August 1999 to December 2012, Ms. Aaholm served as Executive Vice President, Information Technology of FedEx Services. The Board benefits from Ms. Aaholm’s graduate degree in sustainability as well as her over 34 years of overseeing mission-critical information systems, extensive experience in technology and information security, and development of

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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. (59)(66) was first elected as a director in 1998. He currently servesis 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. ("Leasing"), where he has been employed since May 1979.and Dominion Dedicated Logistics, Inc. Mr. Congdon has 37over 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. As ChairmanHaving previously served as chairman of the Board of Leasing,a board, Mr. Congdon also brings experience in board management.

Robert G. Culp, III (69)

Andrew S. Davis (45) was first elected a director in 2003 and has served as our Lead Independent Director since 2010. Mr. Culp is the Chairman of the Board of Directors of Culp, Inc., a publicly-traded producer of upholstery and mattress fabrics, which he co-founded in 1972. Mr. Culp, who served as the CEO of Culp, Inc. for several decades, has significant knowledge regarding business leadership and the complex financial and regulatory requirements facing public companies. Mr. Culp has also gained experience regarding the challenges and opportunities associated with developing global operations, as Culp, Inc. expanded its operations into Canada and China under his leadership. Mr. Culp serves on the Board of Directors of Leggett & Platt, Incorporated, an S&P 500 diversified, multi-national manufacturer of home, office and automobile products. Mr. Culp also formerly served on the Board of Directors of Stanley Furniture Company, Inc. until he resigned from that position effective in December 2011. His guidance in international business matters relating to our global service offerings is valuable to our Board.

Bradley R. Gabosch (64) was nominated by our Board’s Governance and Nomination Committee as further described under "Proposal“Proposal 1 -– Election of Directors."” Since April 2022, Mr. Davis has served as Senior Vice President, Strategy and Investments of Cox Enterprises Inc. From December 2019 to February 2022, he served as Director of Private Investments at T. Rowe Price Associates, Inc. (“T. Rowe”), where he managed the private venture capital investments held in portfolios and funds advised by the firm. In a prior role at T. Rowe, from July 2010 to December 2019, Mr. Davis served as Vice President, Equity Investment Analyst, with responsibility for analysis and investment in companies within the transportation sector. Mr. Davis also previously served as a manager in the Financial Advisory Services Group at Deloitte & Touche LLP. The Board will benefit from Mr. Davis’ experience in the transportation sector as a public company investor at T. Rowe and his experience advising on capital allocation and strategic matters in his current and prior roles.

Bradley R. Gabosch (71) was first elected as a director in 2016. Mr. Gabosch haspreviously served as Managing Director for the public accounting firm Grant Thornton LLP sincefrom August 2014.2014 to May 2016. Mr. Gabosch also served as Managing Partnerin various positions at Grant Thornton LLP, including as Carolinas Managing Partner, from October 2009 until his retirement as partner in July 2013. Mr. Gabosch bringsHe has over 4243 years of experience in the public accounting profession, of which 29 years were spent as an audit partner. We believe that Mr. Gabosch will bringbrings 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.

Patrick D. Hanley (71)(78) was nominated by our Board’s Governance and Nomination Committeefirst elected as further described under "Proposal 1 - Election of Directors."  Mr. Hanley was Chairman of the Board of Directors of Gallium Technologies, LLC, a technology company specializingdirector in accounts receivable software, from January 2011 to January 2016, having previously served as its President and Chief Executive Officer from July 2009 to January 2011.2016. Mr. Hanley has an extensive history in the trucking industry where he previouslyhaving most recently served as Senior Vice President - Finance and Accounting of UPS Ground Freight Inc. (formerly Overnite Corporation)Corporation and now known as TForce Freight, a subsidiary of TFI International) from August 2005 to October 20072007. Mr. Hanley also served on the board of directors of Overnite Corporation and as Director, Senior Vice President and Chief Financial Officer of its subsidiary Overnite CorporationTransportation from June 1996 to August 2005. Prior to UPS Ground Freight, Inc. and Overnite Corporation,such roles, Mr. Hanley served in various senior financial positions at Union Pacific Resources Group and Union Pacific Corporation. Mr. Hanley has served on the Board of Directors of NewMarket Corporation (NYSE: NEU), which develops, manufactures, blends and delivers chemical additives that enhance the performance of petroleum products, since 2004, and2004. Mr. Hanley served on the Board of Directors for Xenith Bankshares, Inc. since 2010. We believe thatfrom January 2010 to July 2016. He also served as Chairman of the Board of Directors of privately-held Gallium Technologies, LLC, having previously served as its President and Chief Executive Officer. Mr. Hanley will bringbrings to ourthe Board significant knowledge in the management and oversight of public companies and significant leadership experience in accounting, finance and financehuman resources within the trucking industry.

industry.

John D. Kasarda, Ph.D. (70) has served(77) was first elected as a director since Januaryin 2008. Dr. Kasarda is Professor Emeritus and Director of the Center for Air Commerce at the University of North Carolina at Chapel Hill's Kenan-Flagler Business School.has a Ph.D. in Sociology. He has been employed by this university since 1977.  Dr. Kasarda also serves as the President and Chief Executive Officer of Aerotropolis Business Concepts LLC.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. Dr. Kasarda previously served onHe is the Boardformer Editor-in-Chief of DirectorsLogistics, an international journal of Prologis Institutional Alliance REIT II from 2004 to 2014. Hetransportation and supply chain management, and brings a unique perspective and creative insights to our Board fromdue to his breadth of knowledge in business strategy, transportation, logistics, and global supply chain management, combined withsustainable development. Through his thought-leadershipthought leadership and worldwide experiences in the transportation industry.

Leo H. Suggs (76) industry, he provides our Board with critical perspective and analysis regarding shareholder and stakeholder governance matters.

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Wendy T. Stallings (48)was first elected as a director in 2009.2020. Ms. Stallings is a real estate investor and the sole owner of TPI Event Solutions, Inc., a full-service event management company specializing in large scale national catering contracts, hospitality, corporate events, merchandise and contract fulfillment, where she has served as President and CEO since founding the company in December 2000. She was also the co-owner of Excel Learning Centers, a children’s early learning program, where she acquired and developed campuses throughout North Carolina and served as Vice President from March 2006 until the sale of the business in August 2021. The Board benefits from Ms. Stallings’ law degree as well as her comprehensive expertise in entrepreneurship, strategic planning, sales, customer relations and business management. Ms. Stallings also brings to the Board significant knowledge with respect to regulatory, reporting, and human relations matters gained from her varied business experiences.

Thomas A. Stith, III (59) 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. From January 2021 to July 2022, Mr. Stith served as President of the North Carolina Community College System, where, as chief administrative officer of the system, he provided policy oversight and guidelines for the 58 community and technical colleges in the system. From September 2019 to December 2020, Mr. Stith served as District Director of the U.S. Small Business Administration (“SBA”), with responsibility, as the SBA’s senior representative in North Carolina, for developing and implementing the District Office Strategic Plan while directing and managing all SBA programs within North Carolina. From January 2013 to December 2016, Mr. Stith served as Chief of Staff to North Carolina Governor Pat McCrory, in which role he advised and made recommendations to the Governor on public policy, budget, and state government operations matters. Mr. Stith brings to the Board extensive experience in public policy and administration, diversity and inclusion and legislative affairs, including valuable expertise with respect to information system management and social and governance matters at the federal, state and local levels. The Board also benefits from the fact that Mr. Stith is NACD Directorship Certified®.

Leo H. Suggs (83) was first elected as a director in 2009 and has served as our Lead Independent Director since December 2018. Mr. Suggs has a long and distinguished career in the trucking industry that began in 1958, holding a wide range of positions that included Chairman President and



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Chief Executive Officer of Overnite Transportation Company from 1996 to 2005 and President and Chief Executive Officer of UPS Freight from 2005 to 2006. As President and Chief Executive Officer of Overnite Transportation, and as a member of its Board of Directors from November 2003 to May 2005, Mr. Suggs gained extensive knowledge about managing a union-free motor carrier in the LTL industry. He understands the opportunities and challenges associated with the LTL industry, and has first-hand knowledge of merger and acquisition considerations and strategies. Mr. Suggs previously served on the Board of Directors of privately-held Greatwide Logistics Services, a provider of transportation and logistics management services, from July 2011 to December 2014, and The Kenan Advantage Group, Inc., a privately-held tank truck hauler and logistics provider, from July 2010 to July 2015. We believe that Mr. Suggs is invaluable to our Board as an advisoradviser on logistics services and LTL operations.
D. Michael Wray (55) was first elected as a director in 2008 and is the President of Riverside Brick & Supply Company, Inc., a distributor of masonry materials in central Virginia. Mr. Wray has served in that position since 1998 and was formerly its Vice President and General Manager from 1996 to 1998. From 1992 to 1995, Mr. Wray was employed by Ruff Hewn, Inc., an apparel designer and manufacturer, where he held positions including Chief Financial Officer and Treasurer. Mr. Wray also served in various audit and management positions with Price Waterhouse from 1982 to 1992.

The Board benefits from his experience in public accounting, which includes experience with the transportation industry. In addition, he has extensive knowledge of accounting and a valuable understanding of financial statement oversight and disclosure considerations gained from his experience as a chief financial officer. Mr. Wray also brings company leadership and business management expertise to his service on our Board as a result of his ongoing responsibilities as President of Riverside Brick & Supply Company, Inc.

Assuming the existence of a quorum, the nominees receiving a plurality of the votes cast by the shares entitled to vote will be elected as directors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE

ELECTION OF EACH OF THE NOMINEES IDENTIFIED ABOVE.

EXECUTIVE OFFICERS

Executive Officers

The following provides certain information about our executive officers who are not directors:


Greg C. Gantt (60) was appointed President and Chief Operating Officer in May 2015 after serving as our Executive Vice President and Chief Operating Officer since June 2011. He also served as our Senior Vice President - Operations from January 2002 until June 2011. Mr. Gantt joined us in November 1994 and served as one of our regional Vice Presidents from November 1994 to 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.

directors or nominees:

David J. Bates (51)(58) was appointed Senior Vice President - Operations in October 2011 after serving as our Vice President - Central States Regionsince July 2007. From March 2002 to July 2007, Mr. Bates served as our service center manager in Harrisburg, Pennsylvania. Mr. Bates has also served in various other positions in operations with Old Dominion since joining us in December 1995.


Kevin M. Freeman (57)

Christopher T. Brooks (52) was appointed Senior Vice President - Sales inHuman Resources & Safety effective January 20112018 after serving as our Vice President - Human Resources from June 2015 to December 2017. Prior to joining us, he served as Senior Vice President of Human Resources at National General Insurance (which was acquired by The Allstate Corporation in 2021) from January 2015 to June 2015 after serving as that company’s Vice President of Human Resources from January 2010 to December 2014.

Kevin M. Freeman (64) was appointed Executive Vice President and Chief Operating Officer effective May 2018 after serving as our Senior Vice President - Sales from January 2011 to May 2018 and Vice President of Field Sales sincefrom May 1997.1997 to December 2010. Mr. Freeman has 3743 years of experience in the transportation industry, and has held

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various positions in operations and sales with Old Dominion since joining us in February 1992.


As previously announced, Mr. Freeman has been appointed to serve as President and Chief Executive Officer, effective July 1, 2023.

Cecil E. Overbey, Jr. (54) (61) was appointed Senior Vice President - Strategic Development in January 2011 after serving as our Vice President of National Accounts and Marketing since July 2000. Mr. Overbey has 3237 years of experience in the transportation and distribution industries, and since joining us in June 1995 as a National Account Executive, has held various other management positions in sales and marketing.


marketing with Old Dominion.

Ross H. Parr (44) (51) was appointed Senior Vice President - Legal Affairs, General Counsel and Secretary effective January 1, 2016, after serving as our Vice President - Legal Affairs, General Counsel and Secretary since May 2012. Mr. Parr joined us in August 2011 and served as our Vice President, Deputy General Counsel and Assistant Secretary until May 2012. From August 2003 to December 2007 Mr. Parr was an associate, and from January 2008 to August 2011 he was a member, at the law firm Womble Carlyle Sandridge & Rice.




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Rice (now known as Womble Bond Dickinson (US) LLP).

Gregory B. Plemmons (58) was appointed Senior Vice President – Sales effective January 2019, after serving as our Vice President – Field Sales since September 2013. He also served as our Vice President – OD Global from December 2002 to September 2013. Mr. Plemmons has 34 years of experience in the transportation industry, and has served Old Dominion in various other positions in operations and sales since joining us in April 1997. As previously announced, Mr. Plemmons has been appointed to serve as Executive Vice President and Chief Operating Officer, effective July 1, 2023.

Adam N. Satterfield (41) (48) was appointed Senior Vice President - Finance, Chief Financial Officer and Assistant Secretary effective January 1, 2016, after serving as our Vice President - Treasurer since June 2011. Mr. Satterfield also served as our Director - Finance and Accounting from August 2007 to June 2011 and as our Manager - SEC Reporting from October 2004 to August2007. Prior to joining us in October 2004, he was an Audit Manager with KPMG LLP, a global accounting firm. Mr. Satterfield is a Certified Public Accountant.


CORPORATE GOVERNANCE

Corporate Governance

Board Leadership Structure


Historically, our

Since January 2008, the Board has separated the roles of Chairman of the Board has alsoand Chief Executive Officer. The separation of the roles allows the Company to leverage the extensive knowledge of a former Chief Executive Officer of the Company. Earl E. Congdon served as our Chairman and Chief Executive Officer from 1985 through 2007, Executive Chairman from January 2008 to April 2018, and Senior Executive Chairman from May 2018 to January 2021. David S. Congdon, who currently serves as our Executive Chairman, served as our Chief Executive Officer from January 2008 to May 2018. The Company and these dual roles were held for many years by our current Executive Chairman of the Board Earl E. Congdon. In 2007, however, following Earl E. Congdon's decision to resignbenefit from the significant expertise and experience of our prior Chief Executive Officer position effective on January 1, 2008, the Board determined that it wasOfficers in the best interestsChairman role, while providing full oversight of our shareholdersstrategic initiatives and business plans to appoint David S. Congdon, who had been serving as our President and Chief Operating Officer, as ourthe current Chief Executive Officer and to redesignate Earl E. Congdon as Executive Chairman of the Board. The Board took these actions because it wanted to preserve the ability of Earl E. Congdon to continue to have a significant executive role on our management team. Officer.

The Board also believes that strong, independent Board leadership is an important aspect of effective corporate governance and, as a result, appointed Robert G. Culp, IIIa Lead Independent Director in January 2010 to serve as our Lead Independent Director.2010. Leo H. Suggs has served in such role since December 2018. Our Lead Independent Director's responsibilities and authority include presiding at meetings of our independent directors, coordinating with our Executive Chairman and our Chief Executive Officer on Board meeting agendas, schedules and materials and otherwise acting as a liaison between the independent directors, our Executive Chairman and our Chief Executive Officer.For these reasons, the Board believes that our currentthis leadership structure is appropriate for us at this time.us. The Board believes that there is no specific generally accepted leadership structure that applies to all companies, nor is there one specific leadership structure that permanently suits us. As a result, our decision as to whether to combine, separate or separateadd to the positions of Chairman and Chief Executive Officer and whether to have a Lead Independent Director may vary from time to time, as industry or our own conditions and circumstances warrant. The independent directors of the Board consider the Board's leadership structure on an annual basis to determine the structure that is most appropriate for the governance of Old Dominion.


Independent Directors


In accordance with the listing standards of The NASDAQNasdaq Stock Market, LLC (“NASDAQ”(“Nasdaq”), our Board of Directors must consist of a majority of independent directors. The Board, upon the recommendation of the Governance and Nomination Committee, has determined that current directors Messrs. Breitbach, Culp,Ms. Aaholm, Mr. Gabosch, Mr. Hanley, Dr. Kasarda, Ms. Stallings, Mr. Stith, Mr. Suggs and Mr. Wray, and new director nominees Messrs. Gabosch and Hanleynominee Mr. Davis, are each independent in accordance with NASDAQNasdaq listing

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standards. The Board performed a review to determine the independence of its members and director nominees and made a subjective determination as to each that no transactions, relationships or arrangements exist that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director of Old Dominion.Dominion. In making these determinations, the Board considered information provided by the current directors and director nominees, as well as Mr. Davis, in addition to information obtained by us, with regard to each individual's business and personal activities as they may relate to us and our management. Our Corporate Governance Guidelines direct the independent directors of the Board to meet in executive session at least twice each year, and they met four times in 2015.2022. Shareholders may communicate with the independent directors by following the procedures set forth in “Shareholder“Shareholder Communications with the Board”Board” in this proxy statement.


Attendance and Committees of the Board


Pursuant to our Corporate Governance Guidelines, directors are expected to attend the Annual Meeting and all meetings of the Board, including all meetings of Board committees of which they are members. All of our directors then in office were present at the 2015our 2022 Annual Meeting of Shareholders that was held on May 21, 2015.18, 2022. Our Board of Directors held four meetings during 2015.2022. The Board of Directors has three standing committees: the Audit Committee, the Compensation Committee and the Governance and Nomination Committee. Each member of the Audit Committee, the Compensation Committee and the Governance and Nomination Committee is an “independent director”“independent director” as such term is defined under applicable SEC rules and regulations and NASDAQNasdaq listing standards. AllIn 2022, all incumbent directors attended at least 75% of the aggregate meetings held by the Board and their assigned committees in 2015.



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during the period for which they served on the Board or such committees.

Audit Committee


The Audit Committee, which is a separately-designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act, currently consists of D. Michael Wray (Chairman)(Chair), J. Paul BreitbachSherry A. Aaholm, Bradley R. Gabosch, and Robert G. Culp, III,Patrick D. Hanley, each of whom the Board of Directors has determined is independent pursuant to applicable SEC rules and regulations and NASDAQNasdaq listing standards. The Board of Directors has determined that all Audit Committee members are financially literate and that Mr. BreitbachGabosch, Mr. Hanley and Mr. Wray each qualify as an “audit“audit committee financial expert”expert” as defined by applicable SEC rules. The Board has also determined that new director nominees Mr. Gabosch and Mr. Hanley each qualify as an audit committee financial expert. Please refer to the experience described for each of these members under “Proposal 1 - Election of Directors” in this proxy statement.


The Audit Committee is governed by a written charter approved by the Board, of Directors, which is available on our website at http:https://www.odfl.com/Content/corpGovernance.faces.ir.odfl.com/governance-docs. The Committee annually reviews this charter to reassess its adequacy and recommends any proposed changes to the Board of Directors for approval. Committee members are nominated annually by the Governance and Nomination Committee and approved by our Board of Directors to serve for one-year terms. Information regarding the functions performed by this committee is set forth in the “Report“Report of Audit Committee,” which is included in this proxy statement. In fulfilling its duties, the Audit Committee, among other things, appoints, compensates and oversees the work of the independent registered public accounting firm. In addition, our Risk Management and Compliance Departments report to the Audit Committee on the assessment and mitigation of key risk and compliance matters across our business, the head of our environmental, social and governance ("ESG") working group reports to the Audit Committee regarding various ESG initiatives and disclosure considerations, our Internal Audit Department reports to the Audit Committee on its audit plan and our audit-related processes and procedures and internal controls, and our OD Technology Department reports to the Audit Committee on our cybersecurity, technology and data privacy initiatives. The Audit Committee met fourten times and held eight telephonic meetings in 2015.2022. The Audit Committee holds telephonic meetings after each quarterly period to discuss with both management and our independent registered public accounting firm, Ernst & Young LLP (“EY”), the financial results to be included in our periodic filings with the SEC prior to their release.


Compensation Committee


Our Compensation Committee currently consists of Robert G. Culp, III (Chairman), Leo H. Suggs (Chair), Patrick D. Hanley, Wendy T. Stallings and D. Michael Wray, each of whom the Board of Directors has determined to be independent pursuant to applicable SEC rules and regulations and NASDAQNasdaq listing standards. Committee members are nominated annually by the Governance and Nomination Committee and approved by our Board of Directors to serve for one-year terms.


The Compensation Committee is responsible for reviewing the components of our compensation plans for our officers, including an evaluation of the components of compensation, the standards of performance measurements and the relationship between performance and compensation. The Compensation Committee is also responsible for reviewing the results of our most recent “say-on-pay”“say-on-pay” vote and consideringany shareholder feedback from our shareholder outreach initiatives,

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and also determines whether any adjustments to our compensation policies and practices are necessary or appropriate in light of such “say-on-pay” vote.“say-on-pay” vote or shareholder feedback. In addition, the Compensation Committee regularly engages with our management team regarding the Company’s human capital programs, including employee diversity, equity and inclusion initiatives. Please refer to our compensation philosophy described in the “Compensation“Compensation Discussion and Analysis”Analysis” section of this proxy statement for further discussion, including the role of executive officers in determining or recommending the amount or form of executive and non-employee director compensation. The Compensation Committee also reviews and evaluates the fees paid to members of our Board of Directors,non-employee director compensation program, and recommends changes in our fees paid to our Board of Directors as deemed necessary to maintain alignment with our compensation philosophy.


The Compensation Committee is governed by a written charter approved by the Board, of Directors, which is available on our website at http:https://www.odfl.com/Content/corpGovernance.faces.ir.odfl.com/governance-docs. The Committee annually reviews this charter to reassess its adequacy and recommends any proposed changes to the Board of Directors for approval. The Committee meets periodically and is authorized to obtain opinions or reports from external or internal sources as it may deem appropriate or necessary to assist and advise it in connection with its responsibilities. The Compensation Committee met fourfive times in 2015.2022. In addition, the Chair of the Compensation Committee meets periodically with our Executive Chairman and our Chief Executive Officer to review and evaluate our executive compensation program and the relationship between performance and compensation. In accordance with its charter, the Committee may delegate authority to one or more members of the Committee as deemed necessary to fulfill its responsibilities. No such authority was delegated in 2015.


2022.

To assist the Compensation Committee with its review and analysis of executive, non-employee director and employee compensation matters, the Compensation Committee has engaged the services of an independent compensation consulting firm, Pearl Meyer & Partners, LLC (“Pearl Meyer”), periodically since 2013. In December 2014,2021 and 2022, the Compensation Committee engaged Pearl Meyer was instructed to review the competitiveness of and provide recommendations foranalyze our executive compensation program analyze our business performance and executive compensation relative to ourconduct a peer group assessment, as well as assess and provide input on our short-consider any shareholder outreach matters and long-term incentive programs.shareholder advisory group observations. In July 2015,addition, in 2021, the Compensation Committee also engaged Pearl Meyer was again instructed to conduct a review and analysisanalyze the competitiveness of our executive compensation program as well as our non-employee director compensation program.program, including how our program and performance compared to those of our peer group. For a more detailed discussion of the nature and scope of the role of Pearl Meyer with respect to our compensation programs,



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please see “Compensation Discussion and Analysis - Role of the Compensation Consultant” and “Director Compensation - Components of Compensation” below.

Governance and Nomination Committee


The Governance and Nomination Committee currently consists of John D. Kasarda (Chairman)(Chair), J. Paul BreitbachSherry A. Aaholm, Bradley R. Gabosch, Thomas A. Stith, III and Leo H. Suggs, each of whom the Board of Directors has determined is independent pursuant to applicable NASDAQNasdaq listing standards. This Committee makes recommendations concerning the size and composition of the Board of Directors,Directors; evaluates and recommends candidates for election as directors (including nominees recommended by shareholders),; coordinates the orientation (in conjunction with our Executive Chairman and our Chief Executive Officer) and educational requirements ofopportunities for new and existing directors,directors; assesses, with the assistance of our management team, ESG matters and their relationship with various stakeholder, shareholder, sustainability and corporate citizenship considerations; and develops and implements our corporate governance policies and assesses the effectiveness of the Board of Directors and its committees.policies. We also maintain a corporate membership in the National Association of Corporate Directors (“NACD”),NACD, which provides our Board members with opportunities and resources to continue to enhance their knowledge of current governance best practices and emerging issues faced by public company directors.


As noted in in “Proposal 1 – Election of Directors,” both Ms. Aaholm and Mr. Stith are NACD Directorship Certified®.

The Governance and Nomination Committee is responsible for overseeing the annual self-evaluation process of the Board and its committees, which is used by the Board and each committee to assess effectiveness, performance and opportunities for improvement. The Governance and Nomination Committee reports its findings and any recommendations to the Board. During 2022, the Board and committee evaluation process involved the distribution of a self-assessment questionnaire to all Board and committee members inviting a review and written comments on all aspects of the Board and each committee’s composition, role and responsibilities, as well as director performance and Board dynamics. For both the Board and the relevant committee, the process solicited ideas from directors about (i) improving quality of Board and committee discussions on key matters, (ii) identifying specific issues that should be discussed in the future, and (iii) identifying any other matters of importance to the proper functioning of the Board or relevant committee.

The Governance and Nomination Committee is governed by a written charter approved by the Board, of Directors, which is available on our website at http:https://www.odfl.com/Content/corpGovernance.faces.ir.odfl.com/governance-docs. The Committee annually reviews this charter to reassess its adequacy and recommends any proposed changes to the Board of Directors for approval. Committee members are appointed annually by a majority of the Board of Directors to serve for one-year terms. The Governance and Nomination Committee met four times in 2015.

2022.

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Corporate Governance Guidelines


The Board has adopted written Corporate Governance Guidelines, which provide the framework for fulfillment of the Board's duties and responsibilities in light of various best practices in corporate governance and applicable laws and regulations. The Corporate Governance Guidelines address a number of matters applicable to directors, including director qualification standards, our withhold vote policy, meeting requirements and responsibilities of the Board and its committees. The Corporate Governance Guidelines are available on our website at http:https://www.odfl.com/Content/corpGovernance.facesir.odfl.com/governance-docs.


Code of Business Conduct


We have adopted a Code of Business Conduct that applies to all of our directors, officers (including our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officerprincipal accounting officer and any person performing similar functions) and employees. Our Code of Business Conduct is available on our website at http:https://www.odfl.com/Content/corpGovernance.faces. ir.odfl.com/governance-docs. To the extent permissible under applicable law, the rules of the SEC and NASDAQNasdaq listing standards, we intend to disclose on our website any amendment to our Code of Business Conduct, or any grant of a waiver from a provision of our Code of Business Conduct, that requires disclosure under applicable law, the rules of the SEC or NASDAQNasdaq listing standards.


Shareholder Communications with the Board


Any shareholder desiring to contact the Board or any individual director serving on the Board may do so by written communication mailed to: Board of Directors (Attention: (name of director(s), as applicable)), care of the Corporate Secretary, Old Dominion Freight Line, Inc., 500 Old Dominion Way, Thomasville, North Carolina 27360. Any communication so received will be processed by our Corporate Secretary and be promptly delivered to each member of the Board or, as appropriate to the member(s) of the Board named in the communication.


Board.

Director Nominations


The Governance and Nomination Committee will consider qualified director nominees recommended by shareholders when such recommendations are submitted in accordance with our bylaws and policies regarding director nominations. Shareholders may submit in writing the names and qualifications of potential director nominees to our Corporate Secretary (500 Old Dominion Way, Thomasville, North Carolina 27360) for delivery to the ChairmanChair of the Governance and Nomination Committee for consideration. When submitting a nomination to the Governance and Nomination Committee for consideration, a shareholder must provide the following minimum information for each director nominee: (i) full name, age, business address and, if known, residence address; (ii)



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principal occupation or employment; (iii) number of our shares of common stock beneficially owned; (iv) all information relating to such person that would be required to be disclosed in a proxy statement for the election of directors (including such person'sperson's written consent to being named in the proxy statement as a nominee and serving as a director if elected); and (v) a description of all direct and indirect compensation or other material monetary agreements during the past three years, and any other material relationships between or among the nominating shareholder (and hishis/her respective affiliates and associates) and the director nominee (and hishis/her respective affiliates and associates). The shareholder'sshareholder's nomination must also include, among other things, information regarding that shareholder'sshareholder's economic, voting and other interests that may be material to our and our shareholders'shareholders' evaluation of the director nominee.

The shareholder’s nomination must also set forth, among other information required by Article 3, Section 6 of our bylaws, a representation as to whether or not the shareholder or beneficial owner, if any, or any of their respective affiliates, associates or others acting in concert therewith intend to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Exchange Act.

Shareholder nominations for director must also be made in a timely manner and otherwise in accordance with our bylaws, as described in more detail in Article 3 Section 6 of our bylaws. If the Governance and Nomination Committee receives a director nomination from a shareholder or group of shareholders who (individually or in the aggregate) have beneficially owned greater than 5% of our outstanding stock for at least one year prior to the date of nomination, we, to the extent required by applicable securities law, will identify the candidate and shareholder or group of shareholders recommending the candidate and will disclose in our proxy statement whether the Governance and Nomination Committee chose to nominate the candidate, as well as certain other information required by SEC rules and regulations.


Shareholders may also nominate and include in our annual proxy materials a candidate for election as a director at our annual meeting of shareholders pursuant to the proxy access provisions described in Article 3, Section 7 of our bylaws, subject to certain limitations and provided that the requirements set forth in our bylaws are satisfied.

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In addition to any director nominees submitted by shareholders, the Governance and Nomination Committee considers any candidates submitted by management or directors, as well as self-nominations by directors, and from time to time, it also may consider candidates submitted by a third-party search firm hired for the purpose of identifying director candidates. From time to time the Governance and Nomination Committee may also consider candidates identified through outside networks or other sources focused on diversity in gender, race, ethnicity, culture/viewpoint, geography, or other qualities or attributes that the Governance and Nomination Committee believes are important in evaluating qualified director candidates. The Governance and Nomination Committee investigates potential director candidates and their individual qualifications, and all such candidates, including those submitted by shareholders, are similarly evaluated by the Governance and Nomination Committee.


In evaluating prospective nominees, the Governance and Nomination Committee considers the criteria outlined in our Corporate Governance Guidelines, which include personal and professional ethics, integrity and values; director independence; relevant educational and business experience; willingness to devote the time required to fulfill the duties of a director and to develop additional insight into our operations; and a willingness to represent the best interests of us and our shareholders and be objective in evaluating management's effectiveness. The Governance and Nomination Committee also considers various specific skills, attributes and qualities of prospective nominees, as well as current Board members, that are particularly relevant to our business and a strong and effective Board, which include the following:

•
Industry - Extensive knowledge and experience in the freight transportation and logistics industry;

•
Executive Management - Senior level experience in operations, strategic planning, risk management and oversight, finance/accounting and economics, and/or treasury and securities markets;
•
Diversity – Self-identified diversity characteristics (including with respect to gender, race, ethnicity and national origin);
•
Human Resources and Safety - Knowledge of employee relations, safety and environmental issues;
•
Shareholder Relations - Understanding of public company governance and institutional investor considerations;
•
Customer Relations - Insight into marketing, sales and customer relationship management;
•
Information Technology - Understanding of information technology, cybersecurity, data privacy, information systems and related issues;
•
International/Global - Knowledge of global trends and considerations relating to supply chain management and multimodal transportation solutions; and
•
Legal/Regulatory/Government Affairs - Understanding of legal and regulatory implications, including the impact of various ESG matters in this context, and a strong grasp of the workings of government and public policy on a local, state and national level.

In addition to these specific categories, the Governance and Nomination Committee considers a number of other factors in considering director candidates, including board dynamics, an appropriate mix of skills and experience (including a balance between new and experienced directors), reputation of potential nominees, the nature and extent of a nominee’s other commitments, and expected contributions of the nominee to the Board and its committees. Finally, directors are expected to ensure that other commitments do not materially interfere with their attendance at meetings or their ability to fulfill their responsibilities as members of the Board. Directors may not serve on more than four public company boards (including the Board); provided, however, that a director who serves as an executive officer of a public company may not serve on more than two public company boards (including the Board).

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Below we identify the skills and qualifications that each director nominee brings to the Board. The fact that a particular skill or qualification is not designated does not mean the director nominee does not possess that particular attribute. Rather, the skills and qualifications noted below are those reviewed by the Governance and Nomination Committee and the Board in making nomination decisions. Each director nominee also contributes other important skills, expertise, experience, viewpoints, and personal attributes to our Board that are not reflected below. We believe the combination of the skills and qualifications shown below demonstrates how the Board is well-positioned to provide strategic oversight and guidance to management.

Director Skills and Qualifications

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Industry - Extensive knowledge and experience in the freight transportation and logistics industry

X

X

X

X

X

X

X

X

X

Executive Management- Senior level experience in operations, strategic planning, risk management and oversight, finance/accounting and economics, and/or treasury and securities markets

X

X

X

X

X

X

X

X

X

X

X

Diversity - Self-identified diversity characteristics (including with respect to gender, race, ethnicity and national origin)

X

X

X

Human Resources and Safety- Knowledge of employee relations, safety and environmental issues

X

X

X

X

X

X

Shareholder Relations- Understanding of public company governance and institutional investor considerations

X

X

X

X

X

X

X

Customer Relations- Insight into marketing, sales and customer relationship management

X

X

X

X

X

X

Information Technology - Understanding of information technology, cybersecurity, data privacy, information systems and related issues

X

X

International/Global - Knowledge of global trends and considerations relating to supply chain management and multimodal transportation solutions

X

X

Legal/Regulatory/Government Affairs - Understanding of legal and regulatory implications, including the impact of various ESG matters in this context, and a strong grasp of the workings of government and public policy on a local, state and national level

X

X

X

X

In seeking and evaluating prospective director nominees, diversity in gender, race, ethnicity, culture, tenure of Board service, viewpoint, geography, and other qualities and attributes are important factors to consider in connection with the criteria outlined above and equal opportunity principles. Although we do not have a formal policy for the consideration of diversity in identifying director nominees, we and theThe Governance and Nomination Committee areis committed to actively seeking out highly qualified women and individuals from minority groups to include in the consideration of diversity in connection with the criteria outlined above and as set forth in our Corporate Governance Guidelines when recommendingpool from which director nominees so that the Board, as a whole, will possess the appropriate background, skills, experience and expertise to oversee our business. Although weare chosen. We and the Governance and Nomination Committee believe that the current composition of the Board of Directors and our slate of director nominees reflects a highly talented group of individuals best suited to perform oversight responsibilities for us and our shareholders at this time, and we will continue to consider diversity factors as we evaluate the current and future composition of our Board. The following chart shows certain self-identified personal characteristics of our directors, in accordance with Nasdaq Listing Rules.

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The chart does not reflect information with respect to director nominee Mr. Davis.

Board Diversity Matrix (As of April 17, 2023)

Total Number of Directors

11

Female

Male

Part I: Gender Identity

Directors

2

9

Part II: Demographic Background

African American or Black

—

1

White

2

8

Director succession presents an opportunity for the Company to expand and replace key skills and experience and bring fresh perspectives to the boardroom. Since 2016, as part of our effort to identify, recruit and elect new directors whose qualifications would bring further strength to our Board, and as a result of the nomination process described above, we have added five new independent directors to the Board (and if elected at the Annual Meeting, Mr. Davis would be the sixth new independent director). The Governance and Nomination Committee regularly monitorsperiodically reviews the effectiveness of its prospectivespecific categories and factors considered in evaluating director evaluation process, including its consideration of diversity, through our internal self-evaluation process in which directors discusscandidates, and evaluate the composition and functioning of the Board and its committees.


After the prospectivemakes updates as needed to inform any future director evaluation process is concluded, the Governance and Nomination Committee selects and submits nominees to the Board for further consideration and approval.

searches.

Effect of Withheld Votes on an Uncontested Election


In an uncontested election of directors, any director nominee who receives a greater number of votes "withheld" from his or her election than votes "for" such election shall immediately offer his or her resignation for consideration by the Governance and Nomination Committee. This resignation is conditioned upon the Board's acceptance and thus shall not be effective unless and until the Board, of Directors, after considering the recommendation of the Governance and Nomination Committee, accepts the director nominee's offer to resign.



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Nevertheless, if the director nominee does not wish to remain a director, he or she shall so state and shall tender a non-conditional resignation, which shall be effective as of the date thereof.

The Governance and Nomination Committee will promptly consider the director nominee's offer to resign and will recommend to the Board of Directors whether to accept or reject it. In making this recommendation, the Governance and Nomination Committee will consider all factors deemed relevant by its members, including, without limitation, the stated reasons, if any, why shareholders "withheld" votes for election from such director nominee, the length of service and qualifications of the director nominee, the director nominee's contributions to us, our Corporate Governance Guidelines, whether accepting the offered resignation would cause us to fail to meet any applicable SEC or NASDAQNasdaq requirements, and whether the director's resignation from the Board of Directors would be in the best interests of us and our shareholders.


The Board of Directors will act on the Governance and Nomination Committee's recommendation no later than 90 days following the date of the shareholders' meeting at which the election occurred. In considering the Governance and Nomination Committee's recommendation, the Board of Directors will consider the information and factors considered by the Governance and Nomination Committee and such additional information and factors as the Board of Directors deems relevant.


Any director nominee who offers his or her resignation for consideration pursuant to our Corporate Governance Guidelines will not participate in the Governance and Nomination Committee or Board of Directors deliberations regarding whether to accept the director nominee's offer to resign.


Risk Management


The Board of Directors is responsible for the oversight of our policies, procedures and systems in place to manage our risk exposure. Our Chief Executive Officer and Chief Financial Officer are responsible for the assessment and management of our risks and regularly report their findings to our Board directly or through their communications with our Audit Committee. Our Corporate Risk ManagerManagement Department is responsible for identifying, assessing and monitoring risks inherent to our business and providing guidance to senior management and theour Audit Committee regarding our enterprise risk management, insurance portfolio, business continuity program,programs, crisis management, claims management and

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governance, and record retention initiatives. We regularly assess the likelihood and impact of our enterprise risks, as well as the effectiveness of our management and mitigation strategies, and also regularly consult with our outside advisors to help anticipate future threats and trends with respect to our risk environment.

Our Compliance Department further enhances our ability to manage and assess our enterprise compliance, initiatives. environmental programs, and risk mitigation controls. Our Compliance Department works closely with our Internal Audit and Risk Management Departments to develop strategies to identify, consolidate and maximize the effectiveness of our compliance initiatives across our multiple business functions, including safety, operations, finance, human resources, sales, marketing, pricing, purchasing, real estate, maintenance, legal and technology. Our Compliance Department also regularly interacts with various internal and external stakeholders regarding our ESGefforts and provides guidance to senior management and our Audit Committee regarding our compliance plans and progress.

Our Director of Internal Audit also reports on risks that are identified during the internal audit process separately to our Chief Executive Officer, Chief Financial Officer, Corporate Risk Manager and our OD Technology Department reports on the risks associated with our information technology systems and data privacy initiatives. Our Internal Audit Committee.Department, as part of its audit plan that is approved by the Audit Committee, monitors cybersecurity audits as well as periodically engages third parties to perform cybersecurity assessments. We also use third parties to periodically benchmark and assess our cybersecurity and data privacy programs and to assess how any identified vulnerabilities in the industry might impact our Company as well as the sufficiency of our response. The results generated from these activities are reported to management and are used to develop action plans to address any identified opportunities for risk mitigation and overall improvement. The Audit Committee is apprised by management of the results of the third-party analysis, any related action plans and progress against those plans. Management, together with members of our OD Technology Department, brief the Board directly, or through their communications with the Audit Committee, on information security matters on at least a quarterly basis. After gathering and assessing information about our risk information from each of these sources,exposure, our Audit Committee reports the results of its review to the Board on a regular basis.


Other committees of the Board have risk oversight responsibility as well. The Governance and Nomination Committee is responsible for the oversight of risks associated with succession planning and corporate governance matters, including ESG matters and related shareholder and stakeholder communications, and the Compensation Committee is primarily responsible for the oversight of risks associated with employment agreements, compensation arrangements and human capital considerations, including the attraction and retention of qualified employees.employees and our diversity, equity and inclusion initiatives. The ChairmenChairs of both the Governance and Nomination Committee and the Compensation Committee report the results of their meetings and reviews to the Board on a regular basis.


Our Lead Independent Director promotes effective communication and consideration of matters presenting significant risks to the Companyus through his role in coordinating with our Executive Chairman and our Chief Executive Officer on meeting agendas, advising committee chairmen,chairs, chairing meetings of the independent directors, and communicating between the independent directors, our Executive Chairman and our Chief Executive Officer.


Officer regarding shareholder, stakeholder and other corporate matters.

Environmental, Social and Governance (ESG) Matters

Corporate responsibility is a critical priority for both the Board and our Company. As reflected in our Code of Business Conduct, we are committed to being an ethical and responsible company acting with integrity and respect for our environment, as well as with respect to each other, our customers, vendors, business partners, shareholders, and other stakeholders.

Our Board and our Governance and Nomination Committee regularly review and consider our diversity, equity and inclusion practices generally; environmental and sustainability matters; and corporate citizenship practices. Our Audit Committee also regularly considers the enterprise risks, initiatives and other programs associated with these protocols, and our Compliance Department and the leader of our internal ESG working group periodically reports on our various ongoing ESG initiatives and related matters. Our Compensation Committee’s oversight of our human capital management initiatives includes, but is not limited to, periodic review and discussion with management on topics including: (i) talent acquisition, development, assessment and retention of employees; (ii) initiatives with regard to employee diversity, equity and inclusion; (iii) opportunities to further leverage technology in developing workforce analytics; and (iv) our unique OD Family culture and its connection to our overall strategy. On a day-to-day basis, ESG is collaboratively managed by our respective operational departments with oversight by our ESG working group, which interacts regularly with our third-party ESG consultant, as well as our management-level ESG Steering Committee. Members of our ESG Steering Committee report to the Board regarding our ESG progress, and our operational leaders are responsible for measuring and monitoring such progress and for reviewing and applying stakeholder feedback and insights.

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Highlights from our ESG strategies, programs and progress are outlined below. For more detail, please refer to our 2020 Environmental, Social, and Governance Report and our 2021 Environmental, Social, and Governance Data Supplement, available at https://ir.odfl.com/od-esg-reporting. Our website, our 2020 Environmental, Social, and Governance Report and our 2021 Environmental, Social, and Governance Data Supplement are not incorporated by reference into, and do not form any part of, this proxy statement.

Taking Action for the Environment

We invest in new technologies and processes that drive operational efficiencies. We believe that these operational efficiencies help us create opportunities for emissions reductions on a per mile basis.

As part of our ongoing investment in our fleet and service center network, we purchase new equipment, adopt new technologies, implement efficient process improvements, and make alterations to our facilities and fleet that improve our efficiency and reduce our environmental impact. We strive for continuous improvement through our capital investments and by assessing and managing our energy usage, waste levels, emissions, and carbon footprint.

We received the SmartWay® Excellence Award for the seventh consecutive year in 2021. The award recognizes us as an industry leader in exceptional freight performance, freight efficiency, and contributions to cleaner air throughout supply chains. Approximately 95% of our Scope 1 emissions are related to the use of over-the-road diesel fuel by our tractor fleet. We have invested in and are testing electric equipment, consisting of a switcher, a Class 8 tractor and five forklifts. Although the preliminary testing results of the switcher and Class 8 tractor suggest that further operational and/or pricing improvements are still needed in order to make them more practical and efficient, we are committed to continuing to work with our original equipment manufacturers to drive further opportunities for us to consider in our LTL operations.

On Being Social

People are the most valuable asset of our organization. Being professional, reliable, open, mindful, innovative, serving, ethical and supportive – “P.R.O.M.I.S.E.S.” – are the values and behaviors we aim to demonstrate in honor of one another.

Investing in our OD Family of Employees – We create opportunities to foster safety, excellence, healthy lifestyles, and career advancement for our team. We invest in our people, offering continuous education through OD Truck Driver Training, Supervisor Training, and Management Training programs. Our OD Truck Driver Training program empowers the career advancement of dock workers and other positions by offering hundreds of hours of driver training. Additionally, we offer an industry-competitive benefits package and various wellness programs designed to assist employees with establishing and living a healthy and balanced lifestyle.

Promoting Diversity, Equity and Inclusion – We are committed to recruiting, promoting, and retaining the best talent to support our mission of being the premier solutions provider in the transportation industry. This mission includes a commitment to source, hire, and develop candidates and employees from underrepresented groups and areas. In 2021 and 2022, we partnered with the United Negro College Fund to offer trainee and internship programs, opportunities for professional development, and an introduction to careers in the LTL industry. We also host onsite and virtual job fairs at locations across the country, looking to recruit a diverse workforce from local high schools and colleges.

We are continually looking for ways to attract and further advance diversity, equity, and inclusion in our workplace. We value employee input and conduct Employee Engagement Surveys to learn how we can further improve and support everyone equally. Our efforts have earned us recognition as a great place to work, including being named as one of the 2020, 2021 and 2022 Top Companies for Women to Work for in Transportation and recognized on Forbes’ annual listing of America’s Best Large Employers for 2022.

Focused on Safety and Health

Workplace Injury Prevention Initiatives – Our behavior-based safety program, S.H.I.E.L.D. (Safety / Hazards / Injuries – Employees Leading the Defense), is focused on injury prevention initiatives. Our trained S.H.I.E.L.D. ambassadors, located in more than 100 service centers, are empowered to take prompt corrective action. We employ a team of regional safety managers across the country to help each service center follow proper safety practices. Technological advancements such as newer equipment for measuring cargo loads and improvements in forklifts with backup warning lights have helped enhance our safety programs. Our ASE-trained mechanics service our tractors at least each quarter, reducing the risk of breakdowns or the likelihood of equipment failure.

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Driver Safety Training Program – We emphasize our safety culture through ongoing training and support for our OD Family of employees. The OD Truck Driver Training Program provides hundreds of training hours with seasoned drivers who serve as instructors. This training and our dedication to driver health and safety are key to our low driver turnover rate. Additional safety training includes Truckers Against Trafficking, hazardous materials training, and new driver training and evaluation.

Driver Working Conditions and Enhanced Truck Safety Technologies – We invest in technologies that can enhance safety, including lane departure warning and electronic roll stability control systems, collision mitigation technology, including audible driver alerts for drivers for certain speeds/distances, adaptive cruise control and brake assist, and forward-facing cameras. Additional driver safety and assistance support is provided by a country-wide team of approximately 60 safety employees who help service centers with safety practices and regional safety managers to provide driver assistance and support when needed.

Health, Wellness and Benefits – Our OD Family of employees is our greatest asset, and our consistent growth and superior service would not be possible without their hard work, dedication, and commitment. We offer competitive wages and benefits including health, dental and vision insurance, Company-paid life insurance, paid time off, a Company-paid birthday holiday, Company-paid holidays, family medical leave, and a 401(k) retirement plan that includes a Company-guaranteed match and the opportunity for an additional discretionary match based on Company profitability. In addition, we encourage our employees to live a healthy lifestyle and provide several resources through our wellness program to promote healthy exercise and eating habits, as well as various support programs.

Sharing and Supporting Community

We are deeply rooted in the communities we serve, and we are committed to investing resources to improve quality of life. We have expanded our business to new communities, creating quality jobs and contributing to the local tax base.

We are proud to have the opportunity to give back and have raised millions of dollars in donations to non-profit organizations. With an aim to support family, health, education, veterans and military service members, and safety causes, we have partnered on initiatives with the American Red Cross, Salvation Army, United Service Organizations (“USO”), Toys for Tots, and United Way.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee has adopted a writtenpolicy that requires advance approval of all audit services, audit-related services, tax services and other services performed by our independent registered public accounting firm. The policy provides for pre-approval by the Audit Committee of specifically defined audit and permissible non-audit services. Unless the specific service has been pre-approved with respect to that year, the Audit Committee must approve the permitted service before the independent registered public accounting firm is engaged to perform it. The Audit Committee has delegated to the ChairmanChair of the Audit Committee authority to pre-approve permitted services under $20,000$50,000, provided that the ChairmanChair reports any decisions to all members of the Audit Committee at the earliest convenience. In the event the ChairmanChair is unavailable, the remaining members must unanimously



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approve any request for permitted services, not to exceed $20,000,$50,000, and notify the ChairmanChair at the earliest convenience.

Policy for Accounting Complaints


The Audit Committee has established procedures for (i) the receipt, retention and processing of complaints related to accounting, internal accounting controls and auditing matters, and (ii) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters, in compliance with Section 301 of the Sarbanes-Oxley Act of 2002 and related SEC rules and regulations.matters. The Audit CommitteeCompany has contracted with a third party to provide a toll-free telephone number and internetInternet service that is staffed 24 hours a day, seven days a week. This servicethird party documents the complaint, assigns a reference number to the complaint for tracking purposes and forwards that information,notifies, through email, tothe Chair of the Audit Committee, Chairmanour Director - Internal Audit, our Corporate Compliance Manager, and our Manager - Executive Administration that a new complaint is awaiting review. Either the DirectorChair of Internal Audit. In the event the complaint concerns an internal audit matter, only the Audit Committee Chairman is notified. Either the Audit Committee Chairman or our Director of- Internal Audit, using whatever resources are required investigatesand working with the Corporate Compliance Manager and Manager - Executive Administration as needed, initiates and/or manages the investigation of the complaint. Corrective action, if deemed necessary, is decided upon by the Chair of the Audit Committee Chairman and then implemented as needed. TheUnless the individual chooses otherwise, the identity of the individual submitting the complaint and the details of the complaint itself remain anonymous throughout this process. We periodically test this process

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Policy Against Hedging and Pledging of Company Securities

Our insider trading policy prohibits our directors, officers and employees from engaging in short sales of Company securities or purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engaging in transactions that hedge or offset, or are designed to ensure that complaints are handledhedge or offset, any decrease in accordance with these procedures.


the market value of Company securities we have granted to such individuals as part of their compensation, or held, directly or indirectly, by them, regardless of the purpose for any such proposed transaction. Our insider trading policy also prohibits our directors, officers and employees from holding Company securities in a margin account or pledging Company securities as collateral for a loan, regardless of the purpose of any such proposed transaction.

Compensation Committee Interlocks and Insider Participation


The current members of the Compensation Committee are Messrs. Culp (Chairman)Mr. Suggs (Chair), SuggsMr. Hanley, Ms. Stallings and Mr. Wray. None of the current members of the Compensation Committee has ever served as an officer or employee of our Company or had any relationship during the year ended December 31, 20152022 that would be required to be disclosed pursuant to the SEC's Item 404 of Regulation S-K. No interlocking relationships exist between our current Board of Directors,directors, our executive officers or the Compensation Committee and the board of directors or compensation committee of any other company.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a)

Report of the Exchange Act requires certain of our officers, directors and persons who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. Such officers, directors and shareholders are required by SEC regulations to furnish us with copies of all such reports that they file. Based solely on a review of copies of the reports filed with the SEC since January 1, 2015 and on representations by certain officers and directors, all persons subject to the reporting requirements of Section 16(a) filed the reports required to be filed on a timely basis.


REPORT OF AUDIT COMMITTEE

Audit Committee

The Audit Committee oversees our financial reporting, internal controls and audit functions on behalf of the Board of Directors and operates under a written charter, which is reviewed on an annual basisand was most recently revised on May 31, 2013.20, 2020. The Audit Committee is comprised solely of independent directors as defined by SEC rules and regulations and NASDAQNasdaq listing standards. TwoThree of the threefour members of the Audit Committee, including the Chairman,Chair, have been designated as “audit committee financial experts” as that term is defined by SEC rules and regulations. The ChairmanChair reports the Audit Committee's actions and deliberations to the Board at quarterly scheduled Board meetings.


During the fiscal year ended December 31, 2015,2022, the Audit Committee fulfilled its duties and responsibilities as outlined in the charter. Among its actions, the Audit Committee:

•
reviewed and discussed, with management and our independent registered public accounting firm, EY, as appropriate, our quarterly earnings releases and the quarterly financial statements filed on Forms 10-Q with the SEC, with management and our independent registered public accounting firm, EY;SEC;
•
reviewed with management, the internal auditor and EY the audit scope and plan for the audit of the fiscal year ended December 31, 2015;2022; and
•
met with the internal auditor and EY individually, outside the presence of management, to discuss, among other things, our financial disclosures, accounting policies and principles and internal controls.


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In fulfilling its oversight responsibilities, the Audit Committee also reviewed and discussed the audited financial statements in the Annual Report on Form 10-K with management.management and EY. The Audit Committee also has reviewed and discussed with management and EY management’smanagement’s assessment of the effectiveness of our internal control over financial reporting and EY’sEY’s evaluation of our internal control over financial reporting.


The Audit Committee has discussed with EY the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees, issued bythe applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”“PCAOB”). and the SEC. In addition, the Audit Committee has received the written disclosures and the letter from EY required by applicable requirements of the PCAOB regarding EY's communications with the Audit Committee concerning independence, and has discussed with EY that firm's independence.


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Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 20152022 for filing with the SEC.

The Audit Committee,
D. Michael Wray, Chairman
J. Paul Breitbach
Robert G. Culp, III

COMPENSATION DISCUSSION AND ANALYSIS

Overview

The Audit Committee,


D. Michael Wray, Chair

Sherry A. Aaholm

Bradley R. Gabosch

Patrick D. Hanley

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Compensation Discussion and Analysis

Executive Summary of Compensation Program

Company Performance and Business Highlights

The Company produced strong financial results in 2022, driven by the disciplined execution of our long-term strategic plan. Despite a challenging macroeconomic environment that saw unprecedented inflation levels, rising interest rates and continued supply chain disruptions, we remained focused on creating value for our customers by delivering best-in-class service and offering capacity to help keep promises to our customers. The relentless commitment of our OD Family of employees to customer service helped the Company achieve another year of Company record financial performance with revenue of $6.3 billion, net income of $1.4 billion and an operating ratio of 70.6%. Compared with 2021, these results reflected improvements of approximately 19.1% for revenue, 33.1% for net income, and 290 basis points for operating ratio.

We believe our industry-leading results reflect a continued focus on the consistent execution of our long-term strategic plan of delivering superior service at a fair price, while also continuing to invest in capacity to achieve our long-term market share goals. The discipline instilled by our executive officers to remain committed to these long-term philosophies across our organization has contributed to compound annualized total shareholder returns, assuming reinvestment of all dividends, of 31.4%, 27.0% and 28.9% over the three-year, five-year and ten-year periods ended December 31, 2022, respectively, significantly outperforming industry peers and the broader market. During 2022, we repurchased $1.3 billion of common stock and returned $134.5 million to shareholders through cash dividends. We have increased our per share dividend by an average of 35.3% annually since inception of this program in 2017. We believe these results demonstrate the alignment of our executive compensation program with Company performance and the long-term interests of our shareholders.

Highlights of Recent Compensation Program Changes

In August 2022, we entered into an agreement to terminate our employment agreement with David S. Congdon, our Executive Chairman of the Board. Following termination of the agreement, Mr. Congdon remains an executive officer of the Company and continues to serve as Executive Chairman of the Board. In connection with the termination of the agreement, the Compensation Committee selected Mr. Congdon to participate in the Old Dominion Freight Line, Inc. Change of Control Severance Plan for Key Executives (As Amended and Restated Effective October 31, 2018) (the “Severance Plan”), with a qualifying termination compensation level of two and one-half (2.5) times the sum of his base salary and three-year average bonus amount, subject to the terms and conditions of the Severance Plan.

In October 2022, the Compensation Committee reviewed the compensation of Mr. Congdon, and approved a 50% reduction (from its 2022 level) in his participation factor in the PIP, effective January 1, 2023. This change was a further modification to the previously disclosed multi-year approach of reduced pay levels across all pay components as part of the Company’s long-term succession planning. Consistent with that previously disclosed approach, since January 1, 2022, Mr. Congdon no longer receives stock-based compensation grants under the 2016 Plan.

In October 2022, the Compensation Committee also modified the RSA program, effective for the 2023 fiscal year and applicable to the RSA grants to be considered by the Compensation Committee in the first quarter of 2024, as further described below. These modifications were implemented to align with our pay-for-performance philosophy and allow for additional award funding for superior performance results.

These changes were made after discussion with Pearl Meyer and our senior management team, as well as consideration of Pearl Meyer’s industry and market analysis, recommendations and findings with respect to our executive compensation program, and consideration of shareholder outreach feedback. We believe these compensation program changes further enhance the pay-for-performance focus of our executive compensation program, and continue to strengthen the alignment of our executive compensation program with the long-term interests of our shareholders.

We seek to pay our executive officers fairly and competitively and to link pay with performance. The main elements of our compensation program are base salary, performance-based cash incentive awards under our PIP, and performance-based stock incentive compensation in the form of RSAs tied to our operating ratio results and PBRSUs tied to Company profitability that we believe drive focus on operational excellence in support of long-term value creation and continuity for our leadership team.

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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 payincentives and longer-termlong-term performance-based incentives) to motivate our executives to achieve our short-term financial objectives as well as our long-term goalobjectives of increasing our market share and shareholder value, which is substantially dependent on our achievement of our short-term objectives.value. We believe a significant portion of executive compensation should be based upon performance, and we have designed our elements of compensation accordingly. These guiding compensation principles have continued to effectively motivate our executive management team and have enabled us to deliver superior short- and long-term performance relative to our peers.

Shareholder Outreach, Feedback and Compensation Committee Response

We are committed to ensuring our executive compensation program reinforces key business and strategic objectives and aligns pay with performance and long-term value creation. We believe our executive compensation program has been successful in achieving these objectives by placing a significant emphasis on variable, performance-based incentives and focusing our executive officers and other key employees on continuous operational excellence in support of long-term shareholder value creation. The program’s success is evidenced by our strong absolute and relative financial performance and long-term total shareholder returns. Our Board and Compensation Committee value the opinions of our shareholders and, to the extent there is any significant vote against the compensation of our named executive officers as disclosed in the proxy statement, we will carefully consider our shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. At our 2022 Annual Meeting, approximately 95% 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 providing a strong emphasis on performance-based equity awards in support of long-term shareholder value creation. In reviewing and designing our executive compensation program, 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 and our Boardregularly review our program periodicallywith our Compensation Committee and our Board to ensure it is operating in accordance with our objectives.


Our executive compensation program tiesincludes a significant portion of currentperformance-based compensation, which we believe has been critical in supporting the long-term growth of our Company and increased shareholder value. The table below provides a summary of the percentage of total direct compensation for our named executive officers in the aggregate that is directly based on our corporate performance:

2022

2021

2020

Non-performance-based Pay

Base Salary

8%

9%

11%

Performance-based Pay

Performance-based Cash Incentive

74%

71%

67%

Performance-based Stock Incentive*

18%

20%

22%

Total Direct Compensation

100%

100%

100%

 

* The performance-based stock incentive component of total direct compensation includes the grant date fair value of RSAs and PBRSUs granted in each year. The PBRSUs granted in 2022 and 2021 were earned at the maximum level, and the PBRSUs granted in 2020 were earned at the target level.

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Our executive compensation program continues to tie a significant portion of cash compensation directly to corporate performance primarily through the Performance Incentive Plan (the “PIP”).PIP. As described below, the PIP provides for monthly payoutsbonuses of a specified percentage of our monthly pre-tax income to the planPIP participants, subject to (i) a minimum levelprofitability threshold requirement and (ii) limits on the total amount that may be paid to an executive officer under the PIP, to the lesser of profitability.(a) 10x such executive officer’s base salary, and (b) 1.5% of the Company’s pre-tax income, as defined in the PIP. We believe this planthe PIP has been instrumental in motivating our named executive officers and other participating officers to consistently achieve and sustain superior profitability in our industry.


We believe long-term incentives are also necessary to align pay with performance, reward loyalty, enhance retention, and create shareholder value. Accordingly, our compensation program provides for phantom stock awards linkedAll equity grants issued to the value of our common stock. Awards of phantom stocknamed executive officers and other officers in 2022 were grantedmade under the Old Dominion Freight Line, Inc. Phantom Stock2016 Plan, (the “2005 Phantom Stock Plan”) priorour primary plan for equity-based incentive compensation. Equity grant levels are tied to 2013 and are currently granted under its successor plan, the Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan (the “2012 Phantom Stock Plan”), described below, which have vesting andperformance requirements, with any earned shares subject to continued service requirements and are linkedvesting provisions to further enhance retention. In addition to RSA grants tied to operating ratio results, each executive officer, including each named executive officer, was also eligible to receive a PBRSU award under the value2016 Plan based on the achievement of our common stock.forward-looking performance objectives over a one-year performance period that further strengthens the alignment of executive officer compensation with long-term shareholder interests. Other elements of our executive compensation program include employee deferrals of short-term cash compensation into our Nonqualified Deferred Compensation Plan and contributions to our 401(k) retirement plan, which are also described in more detail below.


The principal factors in the Compensation Committee'sCommittee’s executive compensation decisions for 20152022 were (i) our financial performance, organizational and leadership changes,(ii) the relationship of executive compensation to the Company'sCompany’s pre-tax income, before taxes,(iii) the amount of compensation that is performance-based, and(iv) the review and analysis conducted by its independent compensation consultant, during fiscal 2015. For 2015,(v) our year-over-yearstrong support received for “say-on-pay” voting results, and (vi) shareholder feedback.

The Company ended 2022 with strong financial results, due in large part to our ability to focus on superior customer service, the quality of our revenue and disciplined cost management. Our success with these ongoing strategies, while also investing $775.1 million in capital expenditures in 2022 to increase our capacity for future growth, provides us with the financial and operational strength to maximize our opportunities in 2023. Based on our industry-leading profitable financial performance in 2022, which included a 32.6% increase in our pre-tax income, PIP payments increased 6.6%accordingly, prior to $3.0 billion, our net income increased 13.9% to $304.7 millionaccounting for PIP limits for Mr. Congdon and our earnings per diluted share grew 15.2% to $3.57. We also produced the best annualMr. Gantt. In addition, we achieved an industry-leading operating ratio (83.2%)of 70.6% in our history, and our financial position at2022, which was a continued improvement from the endCompany operating ratio of 2015 was stronger than at any time73.5% in our history as a public company.




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With the improvement in our financial results during 2015 and the outlook for 2016, the Compensation Committee approved an increase of 3.3% in the base salaries for Earl E. Congdon, our Executive Chairman of the Board, and David S. Congdon, our Vice Chairman of the Board and Chief Executive Officer, effective in January 2016. Also effective on that same date, the Compensation Committee approved increases in base salaries ranging from 3.3% to 7.2% for our other named executive officers. These increases followed an earlier increase of approximately 3.3% provided to non-officer employees effective in September 2015. In keeping with our philosophy of pay-for-performance, the improvement in our financial performance during 2015 also resulted in increases in PIP payouts to our officers, including our named executive officers, as compared to 2014, and these PIP payouts were directly aligned with our performance.2021. As a result, total cash compensation asMessrs. Gantt, Satterfield, Freeman and Plemmons earned performance-based RSAs equal to 100% of base salary, the maximum award opportunity. These RSAs were granted in February 2023 and will vest in three equal annual increments beginning on the first anniversary of the grant date. Since the grants were made in February 2023, they will be included in tabular disclosures in our proxy statement for fiscal 2023, based on current SEC reporting requirements. Our financial results included Company records for annual revenue and profitability for a group forsecond consecutive year, with our named executive officers increased 14.7% in 2015 from 2014, which was less than the 15.2% increasestrong pre-tax income growth resulting in the Company's basic2022 PBRSU grants being earned at the maximum level by each of Messrs. Gantt, Satterfield, Freeman and diluted earnings per share for the same period.

Plemmons.

Objectives of Our Executive Compensation Program


Our executive compensation program is designed to achieve the following objectives, consistent with the principles and philosophy outlined above:

•
provide meaningful and competitive compensation opportunities with a primary emphasis on variable incentives to encourage superior corporate performance and long-term shareholder value creation;

•
motivate and reward our executives to increase short- and long-term Company earnings; and
provide the opportunity for a high level of compensation for superior corporate performance as a means to increase long-term shareholder value; and
•
promote and foster an environment of cooperation and “team“OD family spirit.”

We also believe it is critical that our executive compensation program is structured to:


•
attract talented, knowledgeable and experienced executives, who are critical to our success in the highly competitive transportation industry;
•
retain our executives so they can add further value in current and future roles by providing long-term incentives that reward performance, loyalty, retention and retention;growth in shareholder value; and

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•
provide a reasonable level of compensation protection to our executive officers to offset some of the risks of a change in ownership.

We believe

Below we highlight key compensation practices that we have implemented in our record-setting performance in 2015 was attributableexecutive compensation program to promote the interests of shareholders and ensure responsible compensation and governance practices.

WHAT WE DO

 Pay-for-performance

 Limits on maximum incentive payouts

 Significant portion of compensation for named executive officers is at-risk

 Annual advisory vote on executive compensation

 Independent compensation consultant

 Multi-year vesting periods for equity grants

 Significant stock ownership guidelines for executives (who are also subject to stock retention requirements) and directors

 Robust clawback policy

 Engage in outreach and 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

In 2022, we believe the combination of our continued focus on revenue quality and the cost control discipline instilled across our organization by our senior executive management team enabled us to further improve our operating ratio. While the industry generally experienced a reduction in shipment volumes in 2022 due to the continued softness in the domestic economy, customer demand for our superior service remained strong. Our success would not have been possible without our commitment to a long-term strategic plan that is centered on the delivery of superior service at a fair price. We remain focused on this fundamental element of our long-term strategic plan, and we believe the disciplined execution of our plan will continue to support our ability to win market share and increase shareholder value. We continue to evaluate our service offerings and are dedicated to ensuring that our service remains best-in-class, and we were very proud to win the Mastio Quality Award for the thirteenth consecutive year. The Mastio Quality Award recognizes the top national LTL company across various customer service categories, based on Mastio’s annual survey conducted with freight customers in numerous industries.

Our commitment to customer service and the consistent execution of our strategic plan which included key decisions made by our named executive officers. Our strong, industry-leadingteam, which includes approximately 24,000 employees, has resulted in the long-term consistent improvement in our financial performanceresults. As a result of this improvement, we delivered total shareholder returns for the one-, three-, and five-year periods ended December 31, 2022 that significantly outperformed the companies in 2015, coupled withour peer group, ranking approximately at or above the results of our most recent advisory vote to approve75th percentile over each period. The consistent improvement in both short- and long-term shareholder value creation reinforced the compensation of our named executive officers at our 2015 Annual Meeting, reinforce the views ofdetermination by our Compensation Committee and Board of Directors that our executive compensation program is achieving its desired objectives.


Role of Compensation CommitteeCommittee, Independent Directors and Independent Directors

Management

The Compensation Committee is comprised entirely of independent directors, and this committee is charged with recommending to our Board the compensation of our Chief Executive Officer and determining the compensation paid to our other named executive officers. Additionally, the Compensation Committee makes recommendations to the Board regarding the adoption of, and changes to, our executive compensation plans.


David S. Congdon,

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Mr. Gantt, our Vice Chairman of the BoardPresident and Chief Executive Officer, has a significant role in the compensation-setting process, including:


including (i) providing recommendations to the Compensation Committee on business performance targets and objectives;
objectives, and (ii) evaluating individual performance;performance. From time to time, Mr. Gantt and
providing Mr. Congdon, our Executive Chairman, also provide recommendations to the Compensation Committee forregarding salary and equity or non-equity based awards.



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Neither Earl E.award considerations.

Mr. Congdon our Executive Chairman, nor David S. Congdon participatesand Mr. Gantt do not participate in theany Compensation Committee's deliberationsCommittee decisions regarding histheir individual performance, salary level, non-equity incentive plan compensation or other compensation that may be granted to him.


them.

The Compensation Committee has the authority to hire outside advisers, such as compensation consultants, to render guidance and assistance when the Compensation Committee deems it appropriate and advisable. The Compensation Committee, at its discretion, determines both the frequency that outside consultants are engaged and the scope of work these consultants perform. Prior to selecting or receiving advice from a compensation consultant or other adviser, the Compensation Committee assesses the independence of such adviser and thereafter conducts an annual assessment of any potential conflicts of interest raised by the work of such adviser.


Role of the Compensation Consultant


Since 2013, the Compensation Committee has periodically engaged Pearl Meyer an independent compensation consulting firm, to assist it with its review and analysis of our executive and non-employee director compensation matters.programs. The Compensation Committee initially selected and continueshas continued to engage Pearl Meyer based primarily on its skill sets, strengths, professionals, industry knowledge and resources.


In December 2014,

During the first quarter of 2022, the Compensation Committee engaged Pearl Meyer to conduct a review and analysis of the competitiveness of and provide recommendations for ourCompany’s executive compensation program, to analyze our business performance and executive compensation relative to our peer group, and to provide input on our short- and long-term incentive programs.program. Pearl Meyer conducted a competitive market pay review for each executive officer position, business performance analysis, total shareholder return analysis and incentive planpay and performance alignment review. In conducting its analysis, Pearl Meyer determined thatcompared and summarized compensation data from the same nine publicly-traded transportationfifteen peer group companies included inused during Pearl Meyer’s analysisreview of our executive compensation program performed in 2020 and 2021, except that Kansas City Southern was replaced with Canadian Pacific Railway given the combination of those two companies. At the time the study was conducted, during 2013 continuedthe Company was positioned at or above the 75th percentile for profitability, market capitalization and total shareholder returns, and near the 25th percentile for revenue as compared with the industry peer group. In addition, Pearl Meyer collected and summarized pay data from multiple and reputable executive compensation surveys to be appropriate:

supplement the peer group data when officer position matches were either unavailable or were limited in number.

Con-way Inc.Swift Transportation CompanyWerner Enterprises, Inc.

2022 Peer Group

AMERCO

C.H. Robinson Worldwide, Inc.

Canadian Pacific Railway

CSX Corporation

Expeditors International of Washington, Inc.

 Hub Group, Inc.

J.B. Hunt Transport Services, Inc.

Knight-Swift Transportation Holdings Inc.

Landstar System, Inc.

Saia, Inc.

Norfolk Southern Corporation

YRC Worldwide

Ryder System, Inc.

ArcBest Corporation

Saia, Inc.

Roadrunner Transportation Systems,

Schneider National, Inc.

Werner Enterprises, Inc.

XPO Logistics, Inc.


In January 2015,

Following confirmation of the peer group composition by the Compensation Committee, Pearl Meyer determined, among other things, that: (i) our executive compensation and business performance were directionally aligned relative to peer companies, and (ii) based on then-anticipated financial results, our pay program was aligned with our pay philosophy and continued to reward executives for superior performance. Based on these and other findings, Pearl Meyer did not recommend any changes to our executive compensation program at such time.


In July 2015, Pearl Meyer was engaged to conductconducted a review and analysis of both our executive and non-employee director compensation programs,program, which would be considered by the Compensation Committee and the Board when making 20162023 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 for performance for theand overall Company relative to its peers.performance. Pearl Meyer’s analysis of our executive compensation program: (i) included each of our eight 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)compensation (sum of base salary, short-term incentives and long-term incentives)); and (iii) highlighted comparisons to market (basedbased on publicly-available proxy statementstatements and further supplemented by published survey data); (iii) included a review of the group of nine publicly-traded transportation companies included in Pearl Meyer’s prior analyses to assess whether any changes were appropriate; and (iv) included a review of our proxy statement disclosures.

data.

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Based on its review and analysis, Pearl Meyer determined, among other things, that: (i) our aggregate total direct compensation (sum of base salary, short-term incentives and long-term incentives) levels for the executive officer group were above the 75th percentile of the market,market; (ii) our performance exceededfor the results ofmost recently completed fiscal year, we continued to outperform the same nine publicly-traded transportationfifteen companies identified above forbased on a varietywide range of financial and stockholdershareholder metrics over multiple time periods;(with our average overall performance at the 70th percentile on a one-year basis and at the 78th percentile on a three-year basis); (iii) our executive compensation was well-aligned with our performance relative to our peers; and (iv) our pay structure yieldsprovided a much higher variable compensation mix as compared to market; (iv) our base salaries were between the 25th percentile and 50th percentile market with more emphasis on short-term performancevalues in the aggregate; and cash bonuses.(v) our long-term incentive compensation was also between the 25th percentile and 50th percentile market values in the aggregate. Based on these and other findings, Pearl Meyer concludeddetermined that our program continued to align pay and performance, and therefore did not recommend any changes to our executive compensation program at such time.





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In 2015, Pearl Meyer was also engagedcontinues to advise on the changedemonstrate strong directional alignment versus industry peers in our equity compensation policy to allow for stock-settled awardsterms of average overall company performance and implementation of the 2016 Plan. See “Proposal 3 - Approval of the Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan.”
named executive officer aggregate total pay ranks. The Compensation Committee has reviewed and considered the results of Pearl Meyer’s findings and analysis when it assessed our executive compensation program for 2023 and will continueapproved: (i) modest base salary increases for Messrs. Gantt, Satterfield, Freeman and Plemmons; (ii) further modifications to consider these resultsthe previously disclosed multi-year approach of reduced pay levels for Mr. Congdon; and (iii) modifications to the RSA program, effective for the 2023 fiscal year and applicable to the RSA grants to be considered by the Compensation Committee in making future compensation decisions. the first quarter of 2024, as discussed below.

Although peer data is utilized in Pearl Meyer’s analysis, and the Compensation Committee reviews and considers such analysisdata in making compensation decisions, we do not benchmark compensation to any particular peer group percentile for any of our named executive officers.


Given our strong financial performance, the majority of total compensation for our named executive officers over the past several years has been delivered through the PIP, which rewards our executives for driving superior financial performance. The Compensation Committee periodically reviews all aspects of our compensation program, including the pay mix for officers, to ensure alignment with desired objectives. After the Compensation Committee reviewed and considered the results of Pearl Meyer’s analysis conducted in 2022, our 2022 “say-on-pay” voting results and shareholder outreach feedback, the Compensation Committee approved the modifications to our executive compensation program discussed above.

In connection with its engagement of Pearl Meyer, the Compensation Committee conducted a conflict of interest assessment and determined that Pearl Meyer was independent and that its engagement did not present any conflicts of interest. During fiscal 2015,2022, Pearl Meyer only worked for the Compensation Committee and performed no additional services for the Company or any of the named executive officers. The Compensation Committee pre-approved all work performed by Pearl Meyer.


During fiscal 2015,2022, neither the Compensation Committee nor ourCompany management used the services of any other compensation consultant other than Pearl Meyer.


Elements of Compensation

The following discusses

Set forth below is each of the components of our executive compensation program and the decisions the Compensation Committee made in connection with 2015,2022 and, where appropriate, 20162023 compensation.


Annual Base Salary


Base salaries for our executivesexecutive officer group are designed to reflect job responsibilities and incumbent qualifications and to provide competitive, fixed pay to balance performance-based risks. We have historically increased the base salaries of our named executive officers annually for an inflationary factor and, in some instances, an incremental adjustment attributable to market factors or a change in responsibilities. Base salaries for our overall growth and financial performance.named executive officer group are generally intended to approximate 50th percentile market values for similar roles within comparably-sized organizations. The Compensation Committee may also has approvedapprove additional salary increases for certain officers, including certain named executive officers, when job performance, promotions and increased job responsibilities and/or other factors warrant.


The Compensation Committee determined that our named executive officers, should receive an increase in base salary ranging from 3.3% to 7.2%, to be effective in January 2016. This followed an increase of approximately 3.3% for our non-officer employees that was effective in September 2015.

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The table below reflects the annual base salaries for our named executive officers that have been approved by the Compensation Committee for 2016,2023, and the actualannual base salaries that were approvedfor 2022 and paid in 2015 and 2014:

2021:

Named Executive Officer

2023 Base Salary (1)
($)

2022 Base Salary (1)
($)

2021 Base Salary (1)
($)

David S. Congdon

 

488,735

 

 

488,735

(2)

 

639,115

 

Greg C. Gantt

 

956,800

 

 

920,000

(3)

 

774,457

 

Adam N. Satterfield

 

531,008

 

 

510,585

 

 

493,319

 

Kevin M. Freeman

 

628,074

 

 

603,917

 

 

583,495

 

Gregory B. Plemmons

 

515,259

 

 

495,411

 

 

478,687

(4)

(1)
Named Executive
Officer
2016 Base Salary
($)
2015 Base Salary (1)
($)
2014 Base Salary (1)
($)
Earl E. Congdon594,679575,682557,291
David S. Congdon594,679575,682557,291
Greg C. Gantt542,325
525,000 (2)
409,772
J. Wes Frye (3)
—330,012
332,730(4)
Cecil E. Overbey, Jr.272,358253,977245,864

(1)The base salaries reported in this table and corresponding amounts reflected in the Summary Compensation Table may differ due to the timing of effective dates for base salary changes.

(2)In connection with Mr. Gantt’s promotion to President and Chief Operating Officer on May 21, 2015, his base salary was increased to $525,000 effective immediately. Prior his promotion, his 2015 base salary was $423,295.

(3)Mr. Frye retired as our Senior Vice President - Finance, Chief Financial Officer and Assistant Secretary effective December 31, 2015.



-23-


(4)Reflects Mr. Frye's base salary on January 3, 2014; however, Mr. Frye's annual base salary was reduced to $319,470 on July 18, 2014 upon his election to utilize a Company-provided automobile.
In approving the increases in base salary for our named executive officers that became effective inchanges.

(2)
Effective January 2016,1, 2022, Mr. Congdon’s base salary was reduced by 24% from its 2021 level as part of further modifications to the Compensation Committee consideredpreviously disclosed multi-year approach of reduced pay levels across all pay components as part of the salaries of executive officers at peer companies,Company’s long-term succession planning.

(3)
Effective January 1, 2022, Mr. Gantt’s base salary was increased to $920,000 to address market competitiveness.

(4)
During the 3.3% increaseyear ended December 31, 2021, Mr. Plemmons' base salary was increased by: (i) the annual salary inflationary adjustment provided to non-officer employees in September 2015, the continued improvement in the Company's financial resultsofficers generally, as described above, and the Company's superior performance as compared(ii) an additional 5% to acknowledge his accomplishments and ongoing contributions to the overall LTL industry. Based on the data and analysis provided by Pearl Meyer, we believe that the base salary for each of our named executive officers is at or below the market median. The Committee also considered, however, that our named executive officers would likely experience increases in their total cash compensation due to anticipated increases in payouts under the PIP, which historically have been a significant component of the short-term cash compensation paid to our named executive officers. The increases in base salaries were designed to maintain the current balance of base salary and performance-based and at-risk compensation for our executive officers while also maintaining the desired level of competitiveness in compensation. As a result, the Committee determined that the base salary adjustments for 2016 were appropriate for our named executive officers.Company.

Non-equity Incentive Plan


The Compensation Committee has determined that the majoritya significant portion of compensation provided to our named executive officers should be performance-based. Accordingly, during 2015,2022, our named executive officers participated with certain other employees in our PIP, which is an incentive cash bonus plan designed to incentivize participants to achieve the Company’s strategic and financial goals for the fiscal year, using a formulaic calculation. The PIP is administered by the Compensation Committee. Participants were selected by the Compensation Committee, with input by senior management, to receive a monthly cash incentive payment based upon a fixed percentage, or participation factor, of our pre-tax income if our pre-tax income exceeds 2% of revenue for that month. The Compensation Committee approved the participation factors for our named executive officers and other key participants and monitored the compensation derived from the PIP.


The material terms of the PIP were reapproved by our shareholders at our 2013 Annual Meeting. Shareholder approval enabled us to maximize our income tax deductions for compensation paid to certain employees under our cash incentive program pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

The formula applied for each participant in the PIP is shown below:


Monthly Income Before Income Taxes x Participation Factor = Monthly Payout


As a guideline for managing

The PIP has been very effective in focusing our executive compensation, the Committee has determined that the majority of each named executive officer's cash compensation should be performance-based,officers and other participants on continuous operational excellence and aligning pay with base salary comprising the remaining portion of cash compensation. The Committee understands that because compensationperformance. Compensation earned under the PIP is "at risk"“at risk” and performance-based, thereand will be periods wherevary over time based on our profitability. Generally, any decrease in pre-tax income directly – and negatively – impacts the compensation could be lower or higher than this average. As our profitability improved to record levels in 2015, the “at risk” cashamount of PIP compensation paid to our named executive officers.

-32-

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 $125.2 million, which is 2% of our 2022 revenue. We used our 2022 revenue of $6.3 billion as the base revenue for this illustration, as we have not provided revenue guidance for any future periods.

 

Pro Forma 2023 PIP Payout

Named Executive Officer

Minimum
$

Threshold (1)
$

Maximum (2)
$

  David S. Congdon

 

 

—

 

 

 

 

172,150

 

 

 

 

4,887,350

 

 

  Greg C. Gantt

 

 

—

 

 

 

 

751,200

 

 

 

 

9,568,000

 

 

  Adam N. Satterfield

 

 

—

 

 

 

 

313,000

 

 

 

 

5,310,080

 

 

  Kevin M. Freeman

 

 

—

 

 

 

 

375,600

 

 

 

 

6,280,740

 

 

  Gregory B. Plemmons

 

 

—

 

 

 

 

225,360

 

 

 

 

5,152,590

 

 

(1)
Illustrative amount determined by multiplying the named executive officers ranged between 69.9% and 89.9% of total cash compensation.

The Compensation Committee initially established the 2015officer’s PIP participation factor for eachby $125.2 million of ourpre-tax income.
(2)
Awards are limited to 10x the named executive officers at the same level as it was at year-end 2014. officer’s annual base salary.

The following table shows the 20152023 and 2022 PIP participation factor andfactors as well as the payout (the percentage of our income before income taxes) receivedpayouts earned by each of our named executive officers for each of 20152022 and 2014:

2021:

Named Executive Officer

2023 PIP
Participation
Factor (%)

2022 PIP
Participation
Factor (%)

2022 PIP
Payout ($)

2021 PIP
Payout ($)

David S. Congdon

0.1375

(1)

0.275

(2)

 

4,887,350

 

 

6,391,150

 

Greg C. Gantt

0.60

 

0.60

 

 

9,200,000

 

 

7,744,570

 

Adam N. Satterfield

0.25

 

0.25

 

 

4,594,271

 

 

3,471,056

 

Kevin M. Freeman

0.30

 

0.30

 

 

5,513,125

 

 

4,165,267

 

Gregory B. Plemmons

0.18

 

0.18

 

 

3,307,875

 

 

2,499,160

 

(1)
Effective January 1, 2023, Mr. Congdon’s PIP participation factor was decreased from 0.275% to 0.1375% as a further modification to the previously disclosed multi-year approach of reduced pay levels across all pay components as part of the Company’s long-term succession planning.

Named Executive
Officer
2015 PIP Participation Factor (%)

2015 PIP
Payout ($)

2014 PIP
Payout ($)
Earl E. Congdon1.045,096,1794,498,150
David S. Congdon1.045,096,1794,498,150
Greg C. Gantt
0.40 (1)
1,869,1151,513,800
J. Wes Frye0.281,372,0481,211,040
Cecil E. Overbey, Jr.0.20980,034865,029
(2)


-24-Effective January 1, 2022, Mr. Congdon’s PIP participation factor was decreased from 0.51% to 0.275% as a further modification to the previously disclosed multi-year approach of reduced pay levels across all pay components as part of the Company’s long-term succession planning.



(1)In connection with Mr. Gantt’s promotion to President and Chief Operating Officer on May 21, 2015, his PIP participation factor was increased to 0.40 effective immediately. Prior his promotion, his PIP participation factor was 0.35.

The cash incentive provided by the PIP is determined on a monthly basis and paid to participants, only ifsubject to (i) our pre-tax income exceedsexceeding 2% of revenue for that month. We met this minimum thresholdmonth, and (ii) limits on the total amount that may be paid to an executive officer under the PIP, to the lesser of profitability(a) 10x such executive officer’s base salary, and (b) 1.5% of the Company’s pre-tax income, as defined in the PIP. Each of these criteria were satisfied for each participant for each month in 20152022, and as a result, our named executive officers received cash compensation from the PIP each month based upon their respective participation factor and our pre-tax income. Reflectingfactor. In keeping with our philosophy of pay-for-performance, PIP payouts to our officers, including our named executive officers, in 2022 were directly aligned with our financial performance. In 2022, our annual pre-tax income increased to approximately $1.84 billion, representing a 32.6% year-over-year increase as compared to 2021 results. PIP payouts for Mr. Congdon and allowing for organizational changes in 2015,Mr. Gantt reflect reductions of approximately 3.3% and 16.6%, respectively, due to the percentagePIP limit of 10x each executive’s base salary. Compared with 2021, aggregate PIP payouts to our named executive officers increased by 13.3%, well below the 32.6% increase in pre-tax income, impacted by the above-referenced award caps and reduced PIP payoutsparticipation factor for Mr. Congdon in 2015 over 2014 was consistent with the percentage increase in our pre-tax income.


2022.

The Compensation Committee recognizes that the PIP can produce higher-than-market cash compensation during periods of high profitability, including periods when our period-over-period performance may have declined. However, the PIP can also produce lower-than-market cash compensation during periods of low profitability, including periods when our period-over-period performance has improved.


improved and/or outperformed peers.

-33-

The Compensation Committee has considered whether our employee compensation policies and practices, including our PIP, create inadvertent incentives for executive management and other participants to make decisions that are reasonably likely to have a material adverse effect on us, and believes they do not. The Compensation Committee believes the overarching characteristic of the PIP is its ability to create a highly motivated and aligned management team that is focused on consistently executing our operating plan, improving our performance, and creating long-term value for our shareholders. The compounded annualized increase in our revenue and pre-tax income over the past ten years was 11.4% and 21.0%, respectively. The compounded annualized total shareholder return, assuming reinvestment of all dividends, over the past three, five and ten years was 31.4%, 27.0% and 28.9%, respectively.

2016 Stock Incentive Plan

Since 2016, the Compensation Committee has annually granted performance-based RSAs for shares of our common stock under the 2016 Plan to our named executive officers, as well as other officers, and service-based RSAs to non-employee members of the Board. Since 2019, the Compensation Committee also has granted PBRSUs to our executive officers, which are settled in shares of our common stock under the 2016 Plan if the requisite prospective performance objective and service requirements are achieved.

The 2016 Plan permits the grant of a broad array of equity award types, including RSAs, PBRSUs and other restricted stock units, stock options and stock appreciation rights. The 2016 Plan authorizes the issuance of up to 3,000,000 shares of our common stock.

Performance-Based Restricted Stock Awards

RSA grants under the 2016 Plan are based on attainment of Company performance objectives, with no awards provided when results fall below a minimum performance threshold. The Compensation Committee generally determines the RSA amounts based on a percentage of annual base salary that is determined by our operating ratio for the previous fiscal year. Operating ratio is a profitability measure used within the transportation industry and is calculated by dividing total operating expenses by revenue. The Compensation Committee may approve an RSA under the 2016 Plan in an amount ranging from 0% up to 100% of an officer’s base salary for achieving certain operating ratio levels. No grants are made for an operating ratio greater than 95%. The Compensation Committee believes the underlying performance hurdles are challenging and would generally require us to perform above industry norms to earn grants in the upper half of the award opportunity range.

If the minimum performance threshold is met, any earned awards are provided in the form of RSAs that vest in equal annual installments over a period of three years, subject to continued employment, to further enhance executive retention and incentive. Vesting may also occur on the earliest of: (i) the date of a change in control of our ownership, which includes a “double trigger” and assumes the RSAs are not substituted, assumed, or continued; or (ii) the date the participant’s employment is terminated without cause by the Company or by the participant for good reason within six months before or one year after the effective date of the change of control; or (iii) the date the participant’s employment is terminated as a result of death or disability.

The RSA awards granted in 2022, 2021 and 2020 were determined by our operating ratio results for the preceding fiscal year. Our operating ratio was 73.5%, 77.4%, and 80.1% for the years 2021, 2020, and 2019, respectively. As a result, the Compensation Committee approved RSAs that were granted under the 2016 Plan equal to 90% of each named executive officer’s annual base salary in February 2020 (reported in the Summary Compensation Table as compensation for fiscal year 2020), equal to 100% of each named executive officer’s annual base salary in February 2021 (reported as compensation for fiscal year 2021), and equal to 100% of annual base salary for each of Messrs. Gantt, Satterfield, Freeman and Plemmons in February 2022 (reported as compensation for fiscal year 2022). The number of shares awarded for each individual was calculated by dividing the cash value of the award by the 50-day moving average closing price of our common stock for the period ending on the trading day immediately preceding each grant date. The fair value at each grant date is calculated by multiplying the number of shares granted for each individual by the closing price of our common stock on such grant date.

-34-

See "Executive Compensation - 2022 Grants of Plan-Based Awards" for more information about the 2022 RSA grants.

 

Value of Earned Restricted Stock Award (RSA)
At Grant ($)

Named Executive Officer

2022

2021

2020

David S. Congdon

N/A

559,420

768,372

Greg C. Gantt

869,988

797,417

768,372

Adam N. Satterfield

482,695

507,826

489,356

Kevin M. Freeman

570,831

600,820

578,843

Gregory B. Plemmons

468,480

469,754

(1)

(1)
Mr. Plemmons was not a named executive officer for the year ended December 31, 2020.

Employee

The amounts of our fiscal 2023 RSA grants were determined by our 2022 operating ratio of 70.6%, which improved by 290 basis points and once again led the industry. As a result, each of Messrs. Gantt, Satterfield, Freeman, and Plemmons earned RSA grants equal to 100% of base salary, which was consistent with the RSA grant amount earned in the prior year. Since the grants were made in February 2023, they will be included in tabular disclosures in our proxy statement for fiscal 2023, based on current SEC reporting requirements. As previously noted, since January 1, 2022, Mr. Congdon no longer receives stock-based compensation grants.

In October 2022, the Compensation Committee modified the annual RSA program to align with the Company’s revised internal operating ratio targets, effective for the 2023 fiscal year and applicable to the RSA grants to be considered by the Compensation Committee in the first quarter of 2024. The revised approach stretches the performance hurdles and broadens performance thresholds to earn RSA grants while increasing the maximum award funding from 100% to 150% of an officer’s base salary. In addition, the award funding for RSA grants above certain performance thresholds will be subject to a potential reduction based on year-over-year operating ratio considerations. Consistent with our pay-for-performance philosophy, the modified program allows for additional award funding for superior performance results.

Performance-Based Restricted Stock Units

We believe that grants of PBRSUs under the 2016 Plan are a key long-term incentive component of our executive compensation program and further enhance our pay-for-performance philosophy. PBRSUs are directly linked to the Company’s prospective performance, with annual pre-tax income growth as the sole performance metric. We believe growth in pre-tax income is a key contributor to the long-term improvement in the price of our common stock.

The amount of the PBRSUs eligible to be earned may range from 0% to 200% of each officer’s base salary for the year in which the grant is made. The earning of the PBRSUs is tied to the achievement of pre-tax income growth performance goals established by the Compensation Committee over a one-year performance period. No awards are earned for below-threshold performance. One-third of any earned PBRSUs are paid out following the end of the performance period, and an additional one-third of the PBRSUs are paid out on each anniversary thereafter, subject to continued employment by the named executive officer for further retention and incentive purposes. Vesting may also occur on the earliest of: (i) the date of a change in control of our ownership, which includes a “double trigger” and assumes the PBRSUs are not substituted, assumed, or continued; or (ii) the date the participant’s employment is terminated without cause by the Company or by the participant for good reason within six months before or one year after the effective date of the change of control; or (iii) the date the participant’s employment is terminated as a result of death or disability.

Each of Messrs. Gantt, Satterfield, Freeman and Plemmons received a PBRSU grant in February 2022. Named executive officers with the title of Chief Executive Officer, Chief Financial Officer, or Chief Operating Officer received a target PBRSU award of 100% of base salary, and named executive officers with the title of Senior Vice President received a target PBRSU award of 50% of base salary. As such, the target PBRSU award for Messrs. Gantt, Satterfield and Freeman was equal to 100% of each officer’s base salary, and the target PBRSU award for Mr. Plemmons was equal to 50% of his base salary. In 2022, our annual pre-tax income growth of 32.6% resulted in each of these officers earning a PBRSU award at the maximum level, which was equivalent to 200% of each officer’s target PBRSU award.

-35-

The table below sets forth the target PBRSU award for each of Messrs. Gantt, Satterfield, Freeman and Plemmons, expressed as a percentage of the named executive officer’s base salary for the 2022 performance period, the target number of PBRSUs, and the actual number of PBRSUs earned in 2022:

Named Executive Officer

Target 2022 PBRSU Awards As Percentage of Base Salary

Target 2022
PBRSUs (#)

2022 PBRSUs
Earned (#)

Greg C. Gantt

100%

 

2,754

 

5,508

Adam N. Satterfield

100%

 

1,528

 

3,056

Kevin M. Freeman

100%

 

1,807

 

3,615

Gregory B. Plemmons

50%

 

741

 

1,483

In January 2023, the Compensation Committee again selected pre-tax income growth as the performance metric and established year-over-year pre-tax income growth performance goals in connection with the grant of 2023 PBRSUs to our executive officers. The Compensation Committee believes that continuing to tie PBRSUs to pre-tax income growth goals that are aligned with our fiscal 2023 financial plan will appropriately incentivize our executive officers to achieve the Company’s strategic and financial goals. The Compensation Committee also determined that the target number of shares of common stock subject to the PBRSU award will be equal to a specified percentage of each named executive officer’s 2023 base salary amount. The actual number of PBRSUs earned can range from 0% to 200% of target levels based on Company performance. We have not disclosed the specific goals for pre-tax income for fiscal 2023, as they are highly confidential and not reported publicly. Disclosing the specific goals would provide competitors and third parties with insights into our internal planning processes, which might allow our competitors to predict certain business strategies and cause us competitive harm. The Compensation Committee has set the fiscal 2023 pre-tax income performance target at a level that it believes to be challenging, but attainable. The shares underlying the PBRSUs awarded for fiscal 2023 are eligible to be earned only if we achieve a minimum threshold of growth in pre-tax income for fiscal 2023 as compared to 2022.

The table below sets forth the target PBRSU award for each named executive officer, expressed as a percentage of the named executive’s officer’s 2023 base salary, consistent with the policy described above, for the 2023 performance period.

Named Executive Officer

Target 2023 PBRSU Award As Percentage of Base Salary

Greg C. Gantt

100%

Adam N. Satterfield

100%

Kevin M. Freeman

100%

Gregory B. Plemmons

50%

The Compensation Committee believes that the grant of PBRSUs driven by prospective pre-tax income growth strikes a healthy balance with our RSA program, which is based on the Company’s current operating ratio. In conjunction with our RSA program, the Compensation Committee believes PBRSUs complement our pay-for-performance philosophy, which is designed to drive continuous improvement in our operating and financial results that should further enhance long-term shareholder value. Our most recently completed PBRSU performance period illustrates our commitment to pay for performance. In 2022, our annual pre-tax income growth of 32.6% resulted in each named executive officer earning a PBRSU award at the maximum level that was equivalent to 200% of the target number of shares subject to such award. We believe that our long-term equity incentive awards will continue to motivate our executive officers to achieve strong financial success for the Company and provide long-term benefit to our shareholders.

Phantom Stock Plans


Phantom

Prior to 2016, phantom stock awards have beenwere used to reward our named executive officers for creating shareholder value and to provide a long-term retirement incentive for our named executive officers. 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. TheseNo phantom stock awards have been granted undersince the 2005adoption of the 2016 Plan. In December 2019, upon the recommendation of the Compensation Committee, the Board approved the amendment and restatement of the Company’s phantom plans to permit stock settlement of outstanding phantom stock awards in shares of our common stock in lieu of cash settlement. The amended and restated Old Dominion Freight Line, Inc. Phantom Stock Plan (the “Amended 2005 Phantom Plan”) and the amended and restated Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan (together (the “Amended 2012 Phantom Plan” and, together

-36-

with the Amended 2005 Phantom Stock Plan, the "Employee“Amended Phantom Stock Plans"Plans”). also provide for waivers of the age 65 or age 55 vesting terms for participants, including each of the Company’s named executive officers, who will settle their outstanding phantom stock awards in shares of our common stock. No other time-based or service-based vesting provisions were modified or accelerated for any participant as a result of the Amended Phantom Plans.

Phantom stock awards were previously granted under the Amended Phantom Plans. Each share of phantom stock awarded to eligible employeesparticipants under the EmployeeAmended Phantom Stock Plans represents a contractual right to receive an amount in cashof 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.


All phantom stock awards not vested upon termination of employment are forfeited, although the Board of Directors has discretionary authority to modify or accelerate the vesting of awards. No shares of common stock will be issued upon settlement as these awards are settled in cash upon termination of employment. Because of the required vesting period and settlement provisions, this 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 of Directors approved, and we adopted, the 2005Old Dominion Freight Line, Inc. Phantom Stock Plan (the “2005 Phantom Plan”) in May 2005. The 2005 Phantom Stock Plan expired in May 2012; however, grants under this planthe Amended 2005 Phantom Plan remain outstanding. Awards granted to our named executive officers under the Amended 2005 Phantom Stock 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'srecipient’s death; or (iv) the date of the recipient'srecipient’s total disability; or (v) the date the recipient attains the age of 65. If termination of employment occurs for cause or prior to attaining the age of 55, all vested and unvested awards are generally forfeited unless the termination results from death or total disability or the Compensation Committee determines otherwise.disability. Vested phantom stock awards are settled in cash upon the earlier of the recipient's:recipient’s: (i) termination of employment on or after reaching 55 years of age 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 Stock Plan, our Board of Directors 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 this plan,the Amended 2012 Phantom Plan, a maximum of one million1,500,000 shares of phantom stock may be awarded to eligible employees, subject to adjustment to prevent dilution or enlargement caused by changes in our outstanding shares of common stock. Each award granted to our named executive officers vests in 20% increments on the anniversary of the grant



-25-


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; and (iii) has reached the age of 65 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’srecipient’s death; or (iii) the date of the recipient’srecipient’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 in cash on the settlement date, which isupon the earliest of the date of the recipient's: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 as ofon which payment of the annual installments would otherwise commence. Any payment may be delayed, if necessary, to comply with Section 409A of the Code.

While

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.

-37-

The market value was computed by multiplying the number of phantom shares by the closing share price of $283.78 at December 30, 2022, the last trading day of our fiscal year, as reported on the Nasdaq Global Select Market.

Named Executive Officer

Outstanding Vested Stock Awards under Amended Phantom Plans, as Amended for Settlement in Common Stock (#)

Market Value at
December 30, 2022 ($)

David S. Congdon

96,074

 

 

27,263,880

 

 

Greg C. Gantt

61,291

 

 

17,393,160

 

 

Adam N. Satterfield

11,024

 

 

3,128,391

 

 

Kevin M. Freeman

37,686

 

 

10,694,533

 

 

Gregory B. Plemmons

31,252

 

 

8,868,693

 

 

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 EmployeeAmended Phantom Stock Plans are discretionary, it has been the Compensation Committee's practice to award phantom stock annually calculated as a percentage of base salarywill be issued only under, and based upon the prior year's financial performance. Our operating ratio was an industry-leading 84.2%, 85.5% and 86.6% for the years 2014, 2013 and 2012, respectively. To reward this performance, the Compensation Committee granted annual awards in 2015, 2014 and 2013 equal to 50% of each named executive officer's base salary. In additionwill be subject to the 2015 annual award,terms and conditions of, the Compensation Committee granted an additional phantom stock award to J. Wes Frye on December 31, 2015, the effective date of his2016 Plan.

We do not provide a supplemental retirement calculated at 50% of his base salary and based on our 2015 projected financial performance. Although the Committee has historically awarded annual grants ranging from 20%-50% of base salary based on our prior year's financial performance, in future periods the Committee expects to consider grants ranging from 0%-100% of base salary to further encourage continued improvement in our financial performance.

The following table reflects phantom stock awarded to each ofplan for our named executive officers, in the year of the awardalthough we do offer a voluntary, self-funded and valued at the grant date fair value. For 2015 and 2014, the number of shares awarded was calculated by dividing the value of each award by the 50-day moving average of a share of our common stock, with such averaging period ending on the trading day immediately preceding the grant date. For 2013 awards, the number of shares awarded was calculated by dividing the value of each award by the average closing price of our common stock for the fourth, fifth and sixth trading days following the public release of our fourth quarter earnings. Phantom unsecured deferred compensation program. See “Nonqualified Deferred Compensation Plan” below.

Stock Plan awards are considered compensation in the year of the award.

Named Executive
Officer
Value of Phantom Stock Award(s) ($)
201520142013
Earl E. Congdon283,476280,847278,695
David S. Congdon283,476280,847278,695
Greg C. Gantt208,414206,484204,924
J. Wes Frye318,915167,691166,392
Cecil E. Overbey, Jr.125,078123,901122,940

As part of our ongoing commitment to reviewing and assessing the appropriateness and competitiveness of our executive compensation program, we have determined to shift our equity compensation policy to allow for stock-settled awards. We believe stock-settled awards will serve as an even stronger incentive and retention tool and more closely align participant and shareholder interests. As a result, theOwnership Policy

The Compensation Committee and the Board havestrongly 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.

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

(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, subjectin the manner discussed above, to shareholder approval. See “Proposal 3 - Approvalsatisfy the Stock Ownership Policy. Until the applicable thresholds of ownership outlined above are met, an officer is required to retain 50% of the Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan” for additional details. Givennet

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shares (those shares of common stock that shareholdersremain after shares are being requestedsold, delivered, or withheld in payment of withholding taxes related to approveequity awards) resulting from the vesting or earning of all RSAs or PBRSUs granted under the 2016 Plan, atand 50% of the Annual Meeting, no phantomnet shares resulting from the exercise of any stock grants have been madeoptions that may be granted under the 2016 Plan.

The Stock Ownership Policy also requires all individuals covered under this policy, including named executive officers, to retain 50% of the net shares resulting from the vesting or earning of all RSAs, restricted stock unit awards, performance awards or similar awards granted on or after June 1, 2018, and 50% of the net shares resulting from the exercise of any stock options, stock appreciation awards or similar awards granted on or after June 1, 2018, for a period of twelve months following the applicable vesting, earning or exercise date. This retention requirement applies even after the applicable thresholds of ownership described above are satisfied.

Clawback Policy

The Compensation Committee and the Board believe it is desirable and in 2016.




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the best interests of the Company and its shareholders to maintain a culture of accountability and discourage conduct detrimental to the Company’s growth. To reinforce this objective, the Board has adopted a clawback policy for the recovery of cash and equity incentive compensation from the Company’s officers and other employees deemed subject to the policy. The policy provides that a covered individual may be required to forfeit or return to the Company all or a portion of any cash-based incentive compensation and/or equity-based incentive compensation received. Subject to the discretion of the Compensation Committee or the Board, reimbursement may be required (i) if such compensation was received based on quarterly or annual financial statements of the Company that are subsequently restated (other than due to changes in applicable financial reporting standards or under similar circumstances) in a manner that would decrease the amount of the compensation to which the covered individual was otherwise entitled, and (ii) such restatement is the result of, in whole or in part, the misconduct of the covered individual.

On October 26, 2022, the SEC adopted final rules implementing the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"). The final rules direct the stock exchanges to establish listing standards requiring listed companies to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers and to satisfy related disclosure obligations. We intend to timely amend and restate our clawback policy as appropriate to address the new rules.

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'sparticipant’s contributions and, at our option, a discretionary contribution that is allocated to all 401(k) participants. Although we consider this match in our evaluation of overall compensation, we believe the maximum employee contribution and matching limits in our plan are, alone, insufficient to enable our named executive officers to save an amount that is adequate for their retirement or to be competitive with similarly-situated executives at other companies in our industry. As a result, we offer certain employees, including our named executive officers, the opportunity to participate in a non-qualified deferred compensation plan.


Nonqualified Deferred Compensation Plan


Because we do not provide a significant retirement plan for our named executive officers, we offer them an alternative vehicle for fundingself-funding their retirement through our 2006 Nonqualified Deferred Compensation Plan. This plan allows eligible participants, including our named executive officers, to defer significant percentages of both their annual base salary and their monthly non-equity incentive compensation. The retirement benefits for our named executive officers are largely 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“Executive Compensation - 2015 2022 Nonqualified Deferred Compensation"Compensation” in this proxy statement.


Section 162(m) of the Code

Tax Considerations

For tax years prior to January 1, 2018, Section 162(m) of the Code limits the deduction ofgenerally allowed us to deduct certain compensation paid to certain of our named executive officers other than our Chief Financial Officer, to $1.0 million, unless certain requirements are satisfied. On May 31, 2013, our shareholders reapprovedunder the material terms of the PIP at the 2013 Annual Meeting. This approval enabled us, pursuant to 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

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group of the Code, to maximize our income tax deductions for compensation paid to certain participants in the PIP. Although the Compensation Committee considers the deductibility of compensation paid to ourcurrent and former named executive officers it believes that tax deductibility is only one of several factorswho may be covered by the deduction limit was expanded. Going forward, we will therefore not be eligible to considertake a full deduction under Section 162(m) for qualified performance-based compensation except in determining executive compensation. Accordingly, where it is deemed necessary and in our best interests to attract and retain executive talent, to compete successfully in the industry and to motivate our executives to achieve our strategic goals, thelimited grandfathered situations. The Compensation Committee may approvemodify compensation that was initially intended to our named executive officers that exceeds the limits of deductibility underbe exempt from Section 162(m).


Employment Agreements

We currently maintain employment agreements with Earl E. Congdon, our Executive Chairman of, to the Board, and David S. Congdon, our Vice Chairman of the Board and Chief Executive Officer. These employment agreements are designed to:

establish non-competition and non-solicitation agreements, in order to limit our exposure to competitionextent permitted by any of these executives in the event of termination of his employment;
provide long-term incentives to retain David S. Congdon and to ensure the continuity of leadership upon the retirement of Earl E. Congdon;
provide protection to these executives in the event we experience a change in control; and
limit our exposure to a sudden and significant drop in the market value of our common stock that could result from a liquidation of shares by the estate of these executives in the event of death.

Each agreement was tailored to address the competitive and financial exposures to both usapplicable law and the employee referredrelevant 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 above. In 2015, we amended Earl E. Congdon’s employment agreement, which was scheduledstructure our executive compensation program to expireplace primary emphasis on November 1, 2015,performance-based incentives that are intended to extend the term through November 1, 2018. The terms and provisionsalign pay with performance in support of these agreements are described in more detail under the caption "Executive Compensation - Employment Agreements" in this proxy statement.



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long-term shareholder value creation.

Change of Control and Post-Employment Benefit Considerations

The employment agreements for each of Earl E. Congdon and David S. Congdon provide for post-employment benefits that result from a change in control. In addition, David S. Congdon is entitled to receive post-employment benefits upon termination for any reason, except for termination by us for cause or 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 employment agreements, including post-employment benefits, are described in more detail under the caption "Executive Compensation – Employment Agreements" in this proxy statement.


The Old Dominion Freight Line, Inc. Change of Control Severance Plan for Key Executives, as amended, provides for post-employment benefits that resultin the event of a qualifying termination resulting from a change in control to eligible key executives,officers, including threeall of our named executive officers: Greg C. Gantt, J. Wes Frye and Cecil E. Overbey, Jr. The benefits provided by this plan are described in more detail underofficers. We believe the caption "Executive Compensation – Old Dominion Freight Line, Inc. Change of Control Severance Plan for Key Executives" in this proxy statement.

We believe that the employment agreements and the Change of Control Severance Plan for Key Executives provideprovides a reasonable level of protection to our named executive officers in the event we experience a change of control. We also believe the post-employmentThe benefits provided by this plan are described in more detail under the employment agreementcaption “Executive Compensation - Old Dominion Freight Line, Inc. Change of Control Severance Plan for David S. Congdon are an effective incentive for retainingKey Executives” in this key executive officer, who we believe is critical to our continued success.

proxy statement.

Other Benefits and Perquisites


Our named executive officers participate equitably except as noted below, with allour employees in ourvarious employee benefits, which include medical, dental, vision, short-term disability and short- and long-term disability. We also provide all full-time employees a predetermined amount of group life insurance. Eachinsurance, and each named executive officer receives term-life insurance benefits insuring his life for $300,000, if under the age of 70, or $150,000, if over the age of 70. $300,000.

In addition, the employment agreement with David S. Congdon provides for the reimbursement of premiums for term-life insurance coverage up to $10,000,000, subject to certain limitations. This perquisite was granted to Mr. Congdon to protect us from a sudden and significant drop in the market value of our common stock that could result from a liquidation of shares by his estate in the event of his death. Earl E. Congdon has obtained, at his own expense, additional life insurance benefits that we deem adequate in mitigating this risk; therefore, no additional life insurance benefits were provided to him.

We provide basic employee group health and dental coverage for all employees but charge a premium for dependent and family coverage. We have waived the premiums for basic coverage for our named executive officers' families, which are included in the “All Other Compensation” column of the Summary Compensation Table under the caption "Executive Compensation – Summary Compensation Table" in this proxy statement.

In 2015,2022, 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. Participants, at their own expense, had the opportunityMr. Satterfield, Mr. Plemmons and Mr. Congdon chose to choose additional testing, if desired. Ourparticipate in this program and our cost to provide this benefit ranged from $1,590 to $2,000 per participant, whichwas $2,400, $2,400 and $3,120, respectively. This cost is included in the “All“All Other Compensation”Compensation” column of the Summary Compensation Table under the caption "Executive“Executive Compensation - Summary Compensation Table"Table” in this proxy statement. We plan to continue to provideoffer this benefit forto our officers, including our named executive officers, on an annual basis.

All named executive officers

In 2022, Mr. Congdon, Mr. Gantt, Mr. Freeman and Mr. Plemmons elected to use a Company-provided automobile throughout 2015.vehicle, and Mr. Satterfield 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“All Other Compensation”Compensation” column of the Summary Compensation Table under the caption "Executive“Executive Compensation - Summary Compensation Table"Table” in this proxy statement.


The employment agreements for Earl E. Congdon and David S. Congdon allow for personal use of our corporate aircraft. In 2015, personal use

Prior to the sale of our corporate aircraft byin June 2022, our named executive officers represented approximately 8% of the total hours thatutilized our corporate aircraft were utilized.for personal travel from time to time. The incremental cost for the personal use of our corporate aircraft by each named executive officer is included in the “All“All Other Compensation”Compensation” column of the Summary Compensation Table under the caption "Executive“Executive Compensation - Summary Compensation Table"Table” in this proxy statement. See “Related Person Transactions” for information regarding the sale of our corporate aircraft to Mr. Congdon in June 2022. In connection with and effective upon the closing of the transaction, the Compensation Committee discontinued Mr. Congdon’s right to use any Company corporate aircraft for personal use in accordance with the general policy of the Company as adopted from time to time by the Board.

We do not provide any tax gross-up payments on any perquisites or benefits.



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Advisory Vote on Executive Compensation


Since our 2011 Annual Meeting, we have conducted an advisory vote on the approval of compensation for our named executive officers each year at our annual meeting of shareholders. While this is a non-binding vote, we believe it is important for our shareholders to have an opportunity to vote on this proposal on an annual basis as a means to express their views regarding our executive compensation philosophy, our compensation policies and programs and our decisions regarding executive compensation, all of which are disclosed in our proxy statement. Our Board of Directors 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'shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address

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those concerns. In addition to our annual advisory vote on executive compensation, we are committed to ongoing engagement with our shareholders on executive compensation and corporate governance issues. These engagement efforts take place throughout the year through meetings, telephone calls and correspondence involving our senior management directors and representatives of our shareholders.


At the 2015our 2022 Annual Meeting, 95.1%approximately 95% of the votes cast on the advisory vote to approve the compensation of our named executive officers were in favor of the proposal. Our Compensation Committee and our Board of Directors have carefully considered the advisorybelieve this shareholder vote results and, based in part on the high level of shareholder approval obtained atreflects strong support for our 2015 Annual Meeting, continue to believe that our existing executive compensation program has been and remainsalignment of executive and long-term shareholder interests. In addition, the Compensation Committee believes that our executive compensation program continues to be tailored to our business strategies, is consistent with our pay-for-performance philosophy, reflects competitive pay practices, and appropriately rewards or penalizes our management team based on the level of financial success of our Company each year. Our strong industry-leading financial performance in 20152022 reinforces the view of our Compensation Committee and Board of Directors that our executive compensation program is achieving its objectives.


Nevertheless, we remain committed to periodically evaluating our executive compensation program to ensure that it remains competitive while also providing appropriate incentives for our management to work to create shareholder value. In 2015, the Compensation Committee once again engaged Pearl Meyer to review the competitiveness of and to provide recommendations for our executive compensation program, to analyze our business performance and executive compensation relative to our peers and to provide input on our short- and long-term incentive programs. Based on its review, Pearl Meyer concluded that our executive compensation program continues to achieve desired objectives and to align pay with performance. Although Pearl Meyer did not recommend any changes to our executive compensation program, the Compensation Committee has reviewed and considered the results of Pearl Meyer’s analysis, and in 2016, approved a shift in our equity compensation policy to allow for stock-settled awards. See “Compensation Discussion and Analysis – Role of the Compensation Consultant” above and "Proposal 3 – Approval of the Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan" for additional details.

objectives.

The Compensation Committee and the Board of Directors will continue to consider shareholders'shareholders’ sentiments aboutregarding our core principles and objectives and the analysisexecutive compensation program going forward. As part of Pearl Meyer when determining future executive compensation.


Wethat commitment, we have determined that our shareholders should vote on a say-on-pay“say-on-pay” proposal each year, consistent with the preference expressed by our shareholders at the 2011 Annual Meeting. Our shareholders will once again have the opportunity to express a preference on the frequency of say-on-pay votesmost recently at our 2017 Annual Meeting. Our Board of Directors unanimously recommends that you vote “FOR” Proposal 2 at the Annual Meeting. More information on Proposal 2 can be found under the captionSee “Proposal 2 - Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers” in this proxy statement.



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In addition, our shareholders once again have the opportunity to express a preference on the frequency of “say-on-pay” votes at the Annual Meeting. Our Board of Directors unanimously recommends that you vote for “1 Year” on Proposal 3 at the Annual Meeting. See “Proposal 3 - Vote, on an Advisory Basis, on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers" in this proxy statement.

Conclusions


Our Compensation Committee has considered all of the elements of compensation described above and their rolethe objective of each element in determining the total amount of current compensation for our named executive officers. The Compensation Committee also considered whether our compensation policies and practices promote or encourage unnecessary and excessive risks and concluded they do not. Our compensation practices, which provide a balanced mix of short- and long-term incentives and use multiple performance metrics, together with our insider trading policy’s prohibitions on hedging and pledging of our securities, our stock ownership and retention requirements and our clawback policy, mitigate excessive risk-taking by our named executive officers. In addition, the Compensation Committee considered shareholder outreach feedback and the review and analysis of our executive compensation program conducted by Pearl Meyer, which helped the Compensation Committee make the aforementioned changes to various components of executive compensation and ultimately reaffirm the Company’sCompany’s overall compensation strategy and approach. The Compensation Committee believes the amount of each element of pay and the total amount of compensation for each named executive officer are reasonable and appropriate in light of the officer'sofficer’s experience and individual performance, our operational and financial performance relative to our own expectations and the industry, and the officer'sofficer’s role in creating shareholder value.


COMPENSATION COMMITTEE REPORT
The Compensation Committee also believes that the program design continues to appropriately incentivize our executives and further strengthen the alignment of executive compensation with our strategic goals, performance, and long-term shareholder interests.

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Compensation Committee Report

The Compensation Committee of the Board of Directors has reviewed and discussed the above Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with our management. Based on such review and discussions, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the year ended December 31, 20152022 through incorporation by reference to this proxy statement.

Except for the Annual Report on Form 10-K described above, this Compensation Committee Report is not incorporated by reference into any of our previous or future filings with the SEC, unless such filing explicitly incorporates this report.


The Compensation Committee,

Robert G. Culp, III, Chairman
Leo H. Suggs
D. Michael Wray



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The Compensation Committee,

Leo H. Suggs (Chair)

Patrick D. Hanley

Wendy T. Stallings

D. Michael Wray

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EXECUTIVE COMPENSATION

Executive Compensation

Summary Compensation Table

The following table provides an overview of compensation earned by our Chief Executive Officer, our former Chief Financial Officer and our three other most highly compensated executive officers (together,serving as of December 31, 2022 (collectively, our “named“named executive officers”officers”). As previously announced, effective July 1, 2023: (i) Mr. Freeman will succeed Mr. Gantt as our President and Chief Executive Officer; and (ii) Mr. Plemmons will succeed Mr. Freeman as our Executive Vice President and Chief Operating Officer.

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
($)

 

David S. Congdon

2022

 

492,127

 

—

 

 

 

4,887,350

 

 

 

 

32,044

 

 

 

 

129,734

 

 

 

5,541,255

 

Executive Chairman

2021

 

641,284

 

 

1,385,540

 

 

 

6,391,150

 

 

 

 

21,235

 

 

 

 

148,610

 

 

 

8,587,819

 

of the Board

2020

 

765,517

 

 

1,608,515

 

 

 

5,526,958

 

 

 

 

31,855

 

 

 

 

226,322

 

 

 

8,159,167

 

Greg C. Gantt

2022

 

917,701

 

 

2,578,625

 

 

 

9,200,000

 

 

 

 

92,964

 

 

 

 

39,085

 

 

 

12,828,375

 

President and Chief

2021

 

774,023

 

 

1,975,247

 

 

 

7,744,570

 

 

 

 

46,780

 

 

 

 

37,213

 

 

 

10,577,833

 

Executive Officer

2020

 

765,517

 

 

1,608,515

 

 

 

5,526,958

 

 

 

 

52,610

 

 

 

 

34,357

 

 

 

7,987,957

 

Adam N. Satterfield

2022

 

510,753

 

 

1,430,697

 

 

 

4,594,271

 

 

 

—

 

 

 

 

44,554

 

 

 

6,580,275

 

Senior Vice

2021

 

493,042

 

 

1,257,950

 

 

 

3,471,056

 

 

 

—

 

 

 

 

37,261

 

 

 

5,259,309

 

President - Finance, Chief Financial Officer and Assistant Secretary

2020

 

487,624

 

 

1,024,485

 

 

 

2,026,551

 

 

 

 

13

 

 

 

 

36,476

 

 

 

3,575,149

 

Kevin M. Freeman

2022

 

604,024

 

 

1,692,240

 

 

 

5,513,125

 

 

 

 

6,943

 

 

 

 

32,460

 

 

 

7,848,792

 

Executive Vice

2021

 

583,168

 

 

1,488,187

 

 

 

4,165,267

 

 

 

 

4,601

 

 

 

 

25,546

 

 

 

6,266,769

 

President and Chief Operating Officer

2020

 

576,760

 

 

1,211,840

 

 

 

2,763,479

 

 

 

 

6,902

 

 

 

 

25,651

 

 

 

4,584,632

 

Gregory B. Plemmons(5)

2022

 

495,619

 

 

928,521

 

 

 

3,307,875

 

 

 

 

1,578

 

 

 

 

33,232

 

 

 

4,766,825

 

Senior Vice

2021

 

478,432

 

 

816,548

 

 

 

2,499,160

 

 

 

 

1,046

 

 

 

 

24,665

 

 

 

3,819,851

 

President - Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)
The amount reflects the grant date fair value of RSAs and PBRSUs granted under the provisions of the 2016 Plan computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, Compensation - Stock Compensation (“ASC 718”), disregarding the estimate of forfeitures related to applicable performance-based and service-based, as applicable, vesting conditions. The valuation assumptions used are summarized in Note 8 of the Notes to the Financial Statements included in Part II, Item 8 of our Annual Report on Form 10-K for the yearsyear ended December 31, 2015, 20142022 (the “Form 10-K”). The actual amounts, if any, ultimately realized may differ from the ASC 718 grant date fair value amounts. Our Compensation Committee considers the grant date fair value of a restricted stock grant and 2013:
the grant date fair value at target of PBRSU grants as part of compensation in the year of grant when evaluating annual compensation for our named executive officers. Assuming achievement of the PBRSUs at the maximum level, the grant date fair value of the PBRSU awards would have been as follows: Mr. Gantt, $1,708,637; Mr. Satterfield, $948,002; Mr. Freeman, $1,121,409; and Mr. Plemmons, $460,041. Since January 1, 2022, Mr. Congdon no longer receives stock-based compensation grants under the 2016 Plan.
Name and Principal PositionYear
Salary
($)
Stock Awards
($)(1)
Non-Equity Incentive Plan Compensation
($)(2)
All Other Compensation
($)(3)
Total
($)
Earl E. Congdon
Executive Chairman of the Board
2015575,328283,476
5,096,179
74,016
6,028,999
2014567,383280,847
4,498,150
71,219
5,417,599
2013540,453278,695
3,418,332
64,003
4,301,483
David S. Congdon
Vice Chairman of the Board and Chief Executive Officer
2015575,328283,476
5,096,179
126,479
6,081,462
2014567,383280,847
4,498,150
95,836
5,442,216
2013540,453278,695
3,418,332
73,027
4,310,507
Greg C. Gantt
President and Chief Operating Officer
2015483,667208,414
1,869,115
18,945
2,580,141
2014417,194206,484
1,513,800
17,554
2,155,032
2013397,392204,924
1,150,400
16,049
1,768,765
J. Wes Frye (4)
Former Senior Vice President - Finance, Chief Financial Officer and Assistant Secretary
2015336,156318,915
1,372,048
319,214
2,346,333
2014332,892167,691
1,211,040
21,587
1,733,210
2013322,677166,392
920,320
19,068
1,428,457
Cecil E. Overbey, Jr.
Senior Vice President - Strategic Development
2015253,821125,078
980,034
24,220
1,383,153
2014250,317123,901
865,029
21,797
1,261,044
2013238,435122,940
657,371
21,842
1,040,588
(2)

(1)
Reflects the aggregate grant date fair value of awards granted during the respective year under the Employee Phantom Stock Plans 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 service-based vesting conditions. All awards were granted pursuant to the provisions of the Employee Phantom Stock Plans. Each of our named executive officers received an award granted in 2015 that was based on fiscal 2014 financial results. Mr. Frye received an additional award on the date of his retirement that was based on projected fiscal 2015 financial results. All awards granted in 2015 are included below in the Grants of Plan-Based Awards table. No shares of our common stock will be issued pursuant to the Employee Phantom Stock Plans, as the awards are required to be settled in cash. While 2014 financial results were used in the determination of awards granted in 2015, and 2015 projected financial results were used for Mr. Frye's additional award on his retirement date, awards under the Employee Phantom Stock Plans are discretionary. Our Compensation Committee considers the value of the grant as part of the compensation in the year of grant when evaluating annual compensation for our named executive officers.

(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; therefore, 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.



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(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.
(3)

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(4)
See “All Other Compensation” below for the amounts and descriptions of these components of compensation in 2022.
(5)
Mr. Plemmons was not a named executive officer for the year ended December 31, 2020.

All Other Compensation

The allocation of 2022 “All Other Compensation” below for the amounts and descriptions of these components of compensation in 2015.


(4)Mr. Frye retired from the positions of Senior Vice President - Finance, Chief Financial Officer and Assistant Secretary effective December 31, 2015.

All Other Compensation

The allocation of 2015 “All Other Compensation” from the Summary Compensation Table is presented below:

Named Executive Officer

Personal
Use of
Corporate
Aircraft
($)(1)

Life
Insurance
Premiums
($)(2)

Executive Health Program
($)(3)

Corporate
Automobile
Benefits
($)(4)

Company
Contributions
to the
401(k) Plan
($)(5)

Vested
Restricted
Stock
Accumulated
Dividends
($)(6)

Total
($)

David S. Congdon

 

75,151

 

 

 

13,176

 

 

 

3,120

 

 

 

8,574

 

 

 

21,381

 

 

 

8,332

 

 

 

129,734

 

 

Greg C. Gantt

—

 

 

 

3,810

 

 

—

 

 

 

4,933

 

 

 

21,705

 

 

 

8,637

 

 

 

39,085

 

 

Adam N. Satterfield

—

 

 

 

450

 

 

 

2,400

 

 

 

14,820

 

 

 

21,383

 

 

 

5,501

 

 

 

44,554

 

 

Kevin M. Freeman

—

 

 

 

1,980

 

 

—

 

 

 

3,718

 

 

 

20,254

 

 

 

6,508

 

 

 

32,460

 

 

Gregory B. Plemmons

—

 

 

 

1,290

 

 

 

2,400

 

 

 

4,192

 

 

 

20,263

 

 

 

5,087

 

 

 

33,232

 

 

(1)
For the purpose of this table, compensation for the personal use of our corporate aircraft is calculated using incremental variable cost per flight hour. See “Related Person Transactions” for information regarding the sale of our corporate aircraft to Mr. Congdon in June 2022. In connection with and effective upon the closing of the transaction, the Compensation Committee discontinued Mr. Congdon’s right to use any Company corporate aircraft for personal use in accordance with the general policy of the Company as adopted from time to time by the Board.
Name
Personal Use of Corporate Aircraft
($)(1)
Life Insurance Premiums
($)(2)
Health Benefits ($)(3)
Personal Use of Corporate Automobile
($)(4)
Company Contributions to the 401(k) Plan
($)(5)
Other
($)(6)



Total
($)
Earl E. Congdon50,6182,4314,3724,72311,872—74,016
David S. Congdon78,42120,9544,94910,28311,872—126,479
Greg C. Gantt—1,9472,7822,21112,005—18,945
J. Wes Frye—3,8104,7829,87711,874288,871319,214
Cecil E. Overbey, Jr.—6795,3946,34611,801—24,220
(2)

(1)For the purpose of this table, compensation for the personal use of the corporate aircraft is calculated using incremental variable cost per flight hour.

(2)Includes the following: (i) the taxable excess group term-life insurance premiums under our group term-life insurance policy for all employees and (ii) reimbursement of term-life premiums for a $10,000,000 policy provided to David S. Congdon under his employment agreement that is further described under the caption “Executive Compensation – Employment Agreements – Employment Agreement with David S. Congdon” in this proxy statement.

(3)We offered our employees a choice in group health and dental plans that vary by the level of benefits available and premiums paid by the employee. Employee premiums for our basic group plans are waived for our named executive officers. If our named executive officers elect to enroll in plans with higher benefits and premiums, they are required to pay the difference in premiums between the basic plan and the more robust plan selected. The amount in the table reflects (i) the value of the basic group health and dental premiums that we waived for our named executive officers in 2015 ($2,782 for Earl E. Congdon, $3,281 for David S. Congdon, $2,782 for Mr. Gantt, $2,782 for Mr. Frye and $3,406 for Mr. Overbey); and (ii) our cost to provide to our named executive officers the opportunity to participate, on a voluntary basis, in an executive health program ($1,590 for Earl E. Congdon, $1,668 for David S. Congdon, $2,000 for Mr. Frye and $1,988 for Mr. Overbey).

(4)The amount reflected in the table for personal use of a Company-provided automobile is calculated by allocating the fixed and variable costs of the vehicle over the percentage of personal versus total mileage driven.

(5)Each of our named executive officers is eligible to participate in the Old Dominion 401(k) Employee 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 guarantee a match of 30% of the first 6% of all employee contributions. Additional employer contributions may be awarded on a non-discriminatory basis to all participants at the discretion of our Board of Directors, and such discretionary employer contributions were awarded in 2015.

(6)Effective upon his retirement on December 31, 2015, Mr. Frye received a special cash retirement award of $250,000 and other consideration valued at $38,871.



-32-

Includes the following: (i) the taxable excess group term-life insurance premiums under our group term-life insurance policy for all full-time employees; and (ii) pro rata reimbursement of certain costs with respect to a $10,000,000 life insurance policy for Mr. Congdon in accordance with the terms of his employment agreement, which was terminated in August 2022.

(3)
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.
2015(4)
For Mr. Congdon, Mr. Gantt, Mr. Freeman and Mr. Plemmons, the amount reflects compensation for the personal use during 2022 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, the amount reflects compensation for a vehicle allowance in lieu of a Company-provided vehicle for 2022.
(5)
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 2022. Additional employer contributions may be awarded on a non-discriminatory basis to all participants, and such discretionary employer contributions were awarded in 2022 and are included in the amounts disclosed.
(6)
Each participant in the 2016 Plan accumulates dividends for each unvested RSA, payable upon vesting. In 2022, Mr. Congdon vested in 5,419 shares and received a payment for his accumulated dividends of $8,332; Mr. Gantt vested in 5,800 shares and received a payment for his accumulated dividends of $8,637; Mr. Satterfield vested in 3,694 shares and received a payment for his accumulated dividends of $5,501; Mr. Freeman vested in 4,370 shares and received a payment for his accumulated dividends of $6,508; and Mr. Plemmons vested in 3,416 shares and received a payment for his accumulated dividends of $5,087. For more details, refer to the "2022 Stock Vested" table below.

-44-

2022 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 2015:

NameGrant Date
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)
All Other Stock Awards: Number of Shares of Stock or Units
(#)(2)
Grant Date Fair Value of Stock and Option Awards
($)(3)
ThresholdTargetMaximum
Earl E. Congdon2/11/2015———3,803283,476
David S. Congdon2/11/2015———3,803283,476
Greg C. Gantt2/11/2015———2,796208,414
J. Wes Frye2/11/2015———2,180162,497
12/31/2015———2,648156,418
Cecil E. Overbey, Jr.2/11/2015———1,678125,078

(1)All payments made pursuant to the PIP and relating to the 2015 fiscal year have been made and are reflected in the ”Non-Equity Incentiveyear 2022. 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 Compensation” column of the Summary Compensation Table.

(2)Shares of phantom stock granted on February 11, 2015 under the 2012 Phantom Stock Plan were based upon our financial performance in fiscal year 2014. Shares of phantom stock granted on December 31, 2015 under the 2012 Phantom Stock Plan were determined based upon our financial performance in fiscal year 2015. For phantom stock granted on February 11, 2015, each named executive officer was awarded shares of phantom stock equal to 50% of his base salary on the grant date divided by the average closing price of our common stock for the 50-day period commencing November 28, 2014 and ending February 10, 2015. For phantom stock granted on December 31, 2015, Mr. Frye was awarded shares of phantom stock equal to 50% of his base salary on the grant date divided by the average closing price of our common stock for the 50-day period commencing October 20, 2015 and ending December 30, 2015. While 2014 and 2015 financial results were used in the determination of the awards granted in 2015, awards under our Employee Phantom Stock Plans are discretionary. Additionally, our Compensation Committee considers the value of the grant as part of the compensation in the year of grant when evaluating compensation to our named executive officers. No shares of our common stock will be issued pursuant to the Employee Phantom Stock Plans, as the awards are required to be settled in cash.

(3)The grant date fair value of phantom stock awards, computed in accordance with ASC 718, is determined by the number of shares set forth above multiplied by the grant date closing share price of $74.54 for the February 11, 2015 grants and $59.07 for the December 31, 2015 grants as reported on the NASDAQ Global Select Market.

Our Employee Phantom Stock Plans are discussed in more detail under the caption "Compensation Discussion and Analysis –- Elements of Compensation – Employee Phantom- 2016 Stock Plans"Incentive Plan" in this proxy statement.

 

 

 

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)

  David S.

—

—

—

—

—

—

 

 

—

 

 

—

 

 

—

 

 

 

—

 

 

  Congdon

—

—

 

 

—

 

 

—

 

 

—

 

 

 

 

 

 

—

 

 

  Greg C.

RSA

2/9/2022

—

—

—

—

 

 

—

 

 

—

 

 

 

2,754

 

 

 

 

869,988

 

 

  Gantt

PBRSU

2/9/2022

 

 

 

1,377

 

 

 

2,754

 

 

 

5,508

 

 

 

 

 

 

 

1,708,637

 

 

  Adam N.

RSA

2/9/2022

—

—

—

—

 

 

—

 

 

—

 

 

 

1,528

 

 

 

 

482,695

 

 

  Satterfield

PBRSU

2/9/2022

 

 

 

 

764

 

 

 

1,528

 

 

 

3,056

 

 

 

 

 

 

 

948,002

 

 

  Kevin M.

RSA

2/9/2022

—

—

—

—

 

 

—

 

 

—

 

 

 

1,807

 

 

 

 

570,831

 

 

  Freeman

PBRSU

2/9/2022

 

 

 

903

 

 

 

1,807

 

 

 

3,615

 

 

 

 

 

 

 

1,121,409

 

 

  Gregory B.

RSA

2/9/2022

—

—

—

—

 

 

—

 

 

—

 

 

 

1,483

 

 

 

 

468,480

 

 

  Plemmons

PBRSU

2/9/2022

 

 

 

370

 

 

 

741

 

 

 

1,483

 

 

 

 

 

 

 

460,041

 

 


(1)


-33-For each of Mr. Gantt, Mr. Satterfield and Mr. Freeman, the 2022 earned RSA and target PBRSU grants reflect awards equal to 100% of his base salary on the grant date divided by the average closing price of our common stock for the 50-day period beginning November 29, 2021 and ending February 8, 2022 (the “50-day moving average”). For Mr. Plemmons, the 2022 earned RSA and target PBRSU grants reflect awards equal to 100% and 50%, respectively, of his base salary on the grant date divided by the average closing price of our common stock for the 50-day moving average. Since January 1, 2022, Mr. Congdon no longer receives stock-based compensation grants under the 2016 Plan. PBRSUs are earned, if at all, at the end of a one-year performance period based on the achievement of pre-tax income performance targets established by the Compensation Committee. One-third of any earned PBRSUs vest following conclusion of the performance period (to the extent any of the performance targets are achieved) and an additional one-third of the PBRSUs vest on each anniversary thereafter, subject to continued employment. Payouts of PBRSUs could range from 0% up to a maximum of 200% of the target award. For 2022, the Compensation Committee determined that the Company achieved a level of pre-tax income growth relative to the target that provided for the earning of the 2022 PBRSUs equaling 200% of the target award. Our Compensation Committee considers the value of the RSA grant and the target value of the PBRSU grant as part of the compensation in the year of grant when evaluating compensation to our named executive officers.

(2)

These amounts represent the aggregate grant date fair value computed in accordance with ASC 718. The valuation assumptions used are summarized in Note 8 of the Notes to the Financial Statements included in Part II, Item 8 of our Form 10-K. These amounts do not reflect compensation actually received by the named executive officer, and the actual amount of the stock award ultimately realized upon vesting may differ from the aggregate grant date fair value.

-45-

Outstanding Equity Awards at 20152022 Fiscal Year-End


The following table reflects awards under our Employee Phantom Stock Plansequity-based award incentive plans to our named executive officers that had not vested as of December 31, 2022:

 

 

 

 

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)

David S. Congdon

2/11/2021

(1)

 

 

 

1,792

 

 

 

508,534

 

 

2/11/2021

(2)

 

 

 

3,585

 

 

 

1,017,351

 

 

 

2/13/2020

(1)

 

 

 

1,723

 

 

 

488,953

 

 

2/13/2020

(2)

 

 

 

1,915

 

 

 

543,439

 

 

Greg C. Gantt

2/9/2022

(1)

 

 

 

2,754

 

 

 

781,530

 

 

 

2/9/2022

(2)

 

 

 

5,508

 

 

 

1,563,060

 

 

 

2/11/2021

(1)

 

 

 

2,555

 

 

 

725,058

 

 

 

2/11/2021

(2)

 

 

 

5,111

 

 

 

1,450,400

 

 

 

2/13/2020

(1)

 

 

 

1,723

 

 

 

488,953

 

 

 

2/13/2020

(2)

 

 

 

1,915

 

 

 

543,439

 

 

Adam N. Satterfield

2/9/2022

(1)

 

 

 

1,528

 

 

 

433,616

 

 

 

2/9/2022

(2)

 

 

 

3,056

 

 

 

867,232

 

 

2/11/2021

(1)

 

 

 

1,627

 

 

 

461,710

 

 

2/11/2021

(2)

 

 

 

3,255

 

 

 

923,704

 

 

 

2/13/2020

(1)

 

 

 

1,097

 

 

 

311,307

 

 

2/13/2020

(2)

 

 

 

1,220

 

 

 

346,212

 

 

Kevin M. Freeman

2/9/2022

(1)

 

 

 

1,807

 

 

 

512,790

 

 

 

2/9/2022

(2)

 

 

 

3,615

 

 

 

1,025,865

 

 

 

2/11/2021

(1)

 

 

 

1,925

 

 

 

546,277

 

 

 

2/11/2021

(2)

 

 

 

3,851

 

 

 

1,092,837

 

 

 

2/13/2020

(1)

 

 

 

1,298

 

 

 

368,346

 

 

 

2/13/2020

(2)

 

 

 

1,443

 

 

 

409,495

 

 

Gregory B. Plemmons

2/9/2022

(1)

 

 

 

1,483

 

 

 

420,846

 

 

 

2/9/2022

(2)

 

 

 

1,483

 

 

 

420,846

 

 

2/11/2021

(1)

 

 

 

1,505

 

 

 

427,089

 

 

2/11/2021

(2)

 

 

 

1,505

 

 

 

427,089

 

 

 

2/13/2020

(1)

 

 

 

1,015

 

 

 

288,037

 

 

 

2/13/2020

(2)

 

 

 

564

 

 

 

160,052

 

 

(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".
(2)
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 2022 and 2021, the Compensation Committee determined that the Company achieved a level of pre-tax income growth relative to the target that provided for the earning of the 2022 PBRSUs and 2021 PBRSUs, respectively, equal to 200% of the target award. For 2020, the Compensation Committee determined that the Company achieved a level of pre-tax income growth relative to the target that provided for the earning of the 2020 PBRSUs equaling 100% of the target award. One-third of each of the earned 2022, 2021 and 2020 PBRSUs vested following the conclusion of the performance period and an additional one-third of each of the 2022, 2021 and 2020 PBRSUs are scheduled to vest on each of the second and third anniversaries of the grant date, subject to continued employment on each applicable vesting date.
(3)
The market value of RSAs and PBRSUs that have not vested as of December 31, 2022 for each named executive officer is determined by multiplying the number of shares or units set forth above by the closing share price of $283.78 at year-end 2015:
December 30, 2022, the last day of trading as reported on the Nasdaq Global Select Market.
Name
Number of Shares or Units of Stock That Have Not Vested
(#)(1)
Market Value of Shares or Units of Stock That Have Not Vested
($)(2)
Earl E. Congdon(3)
12,606.40744,660
David S. Congdon(4)
30,653.001,810,673
Greg C. Gantt(5)
21,603.001,276,089
J. Wes Frye(6)
——
Cecil E. Overbey, Jr.(7)
13,082.00772,754

(1)
Each named executive officer's unvested phantom stock awards are scheduled to vest in accordance with the vesting provisions described in this proxy statement under “Compensation Discussion and Analysis – Elements of Compensation – Employee Phantom Stock Plans." No shares of common stock will be issued pursuant to our Employee Phantom Stock Plans, as the awards are required to be settled in cash.

(2)The market value of phantom stock awards that have not vested at year-end 2015 for each named executive officer is determined by multiplying the number of shares set forth above by the December 31, 2015 closing share price of $59.07 as reported on the NASDAQ Global Select Market.

(3)Earl E. Congdon's unvested phantom stock awards were granted as follows: 4,621.80 shares granted on February 13, 2013; 4,181.60 shares granted on February 26, 2014; and 3,803 shares granted on February 11, 2015.

(4)David S. Congdon's unvested phantom stock awards were granted as follows: 4,944 shares granted on February 11, 2011; 8,976 shares granted on February 13, 2012; 7,703 shares granted on February 13, 2013; 5,227 shares granted on February 26, 2014; and 3,803 shares granted on February 11, 2015.

(5)Mr. Gantt's unvested phantom stock awards were granted as follows: 2,700 shares granted on February 11, 2011; 6,600 shares granted on February 13, 2012; 5,664 shares granted on February 13, 2013; 3,843 shares granted on February 26, 2014; and 2,796 shares granted on February 11, 2015.

(6)Mr. Frye had no unvested phantom stock awards as of his retirement date of December 31, 2015.

(7)Mr. Overbey's unvested phantom stock awards were granted as follows: 1,740 shares granted on February 11, 2011; 3,960 shares granted on February 13, 2012; 3,398 shares granted on February 13, 2013; 2,306 shares granted on February 26, 2014; and 1,678 shares granted on February 11, 2015.

2015 Phantom

-46-

The following table displays the phantomreflects stock awards to our executive officers that vested during 20152022 under our Employee Phantom Stock Plans:

the 2016 Plan.

 

 

 

Stock Awards

Named Executive Officer

Award Type

 

Number of Shares
Acquired on Vesting
(#)

Value Realized
on Vesting
($)(1)

David S. Congdon

Performance-Based Restricted Stock Unit

 

 

3,707

 

 

 

1,095,975

 

 

 

Restricted Stock

 

 

5,419

 

 

 

1,597,369

 

 

Greg C. Gantt

Performance-Based Restricted Stock Unit

 

 

4,470

 

 

 

1,321,556

 

 

 

Restricted Stock

 

 

5,800

 

 

 

1,710,012

 

 

Adam N. Satterfield

Performance-Based Restricted Stock Unit

 

 

2,847

 

 

 

841,716

 

 

 

Restricted Stock

 

 

3,694

 

 

 

1,089,100

 

 

Kevin M. Freeman

Performance-Based Restricted Stock Unit

 

 

3,367

 

 

995,454

 

 

 

Restricted Stock

 

 

4,370

 

 

1,288,405

 

 

Gregory B. Plemmons

Performance-Based Restricted Stock Unit

 

 

1,316

 

 

389,075

 

 

 

Restricted Stock

 

 

3,416

 

 

1,007,139

 

 

(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 11 and February 14, 2022, by the closing share price of $295.65 and $293.95, respectively, as reported on the Nasdaq Global Select Market.
Stock Awards
Name
Number of Shares Acquired
on Vesting
(#)
Value Realized
on Vesting
($)(2)
Earl E. Congdon(1)
2,586.00
-(3)
David S. Congdon8,055.00
-(4)
Greg C. Gantt4,398.75
-(5)
J. Wes Frye(1)
11,628.20
-(6)
Cecil E. Overbey, Jr.2,594.25
-(7)


-34-



(1)Earl E. Congdon and Mr. Frye attained the age of 65 while employed with us and therefore all of their awards under the 2005 Phantom Stock Plan vested prior to 2015.

(2)Participants are only entitled to receive cash amounts due for each vested share of phantom stock on the settlement date, which is distributed from our general funds. As a result, the value of the phantom shares vested during 2015, as well as prior-year vested phantom shares, is deferred until the settlement date. The value realized on the settlement date will be based on the fair market value of our common stock on such date as defined in the plans. Unless determined otherwise by the Compensation Committee, the settlement date generally is the earliest of: (i) the date of the participant's termination of employment on or after attaining age 55 (for awards under the 2005 Phantom Stock Plan), or age 65 (for awards under the 2012 Phantom Stock Plan), for any reason other than death, total disability, or for cause; (ii) the date of the participant's death while employed by us; or (iii) the date of the participant's termination of employment as a result of total disability.

(3)
The market value of phantom shares that vested during 2015 for Earl E. Congdon was $152,755, as determined by multiplying the number of phantom shares that vested in 2015 set forth above by the December 31, 2015 closing share price of $59.07 as reported on the NASDAQ Global Select Market. The market value of Earl E. Congdon's total of 58,528.60 vested phantom shares at year-end 2015 was $3,457,284.

(4)The market value of phantom shares that vested during 2015 for David S. Congdon was $475,809, as determined by multiplying the number of phantom shares that vested in 2015 set forth above by the December 31, 2015 closing share price of $59.07 as reported on the NASDAQ Global Select Market. The market value of Mr. Congdon's total of 33,396.75 vested phantom shares at year-end 2015 was $1,972,746.

(5)The market value of phantom shares that vested during 2015 for Mr. Gantt was $259,834, as determined by multiplying the number of phantom shares that vested in 2015 set forth above by the December 31, 2015 closing share price of $59.07 as reported on the NASDAQ Global Select Market. The market value of Mr. Gantt's total of 19,257.75 vested phantom shares at year-end 2015 was $1,137,555.

(6)The market value of phantom shares that vested during 2015 for Mr. Frye was $723,390 (including $462,606 as a result of action taken by the Compensation Committee in its discretion in connection with his retirement with respect to prior grants of phantom shares and $164,732 with respect to the phantom shares granted on December 31, 2015), as determined by multiplying the number of phantom shares that vested in 2015 set forth above by the settlement date value of $62.21. The settlement value of Mr. Frye's total of 42,146.75 vested phantom shares at year-end 2015 was $2,621,949.

(7)The market value of phantom shares that vested during 2015 for Mr. Overbey was $153,242, as determined by multiplying the number of phantom shares that vested in 2015 set forth above by the December 31, 2015 closing share price of $59.07 as reported on the NASDAQ Global Select Market. The market value of Mr. Overbey's total of 12,042 vested phantom shares at year-end 2015 was $711,321. Mr. Overbey is under the age of 55; therefore, all vested shares for Mr. Overbey remain subject to the forfeiture provisions of the 2005 Phantom Stock Plan.



-35-


2015

2022 Nonqualified Deferred Compensation


The following table provides information regarding our named executive officers' contributions and earnings in our deferred compensation plans in 2015:

2022:

Named Executive Officer

 

Executive Contributions
in Last FY
($)(1)

Registrant Contributions in Last FY
($)

Aggregate Earnings (Losses) in Last FY
($)(2)

Aggregate Withdrawals/ Distributions
($)

Aggregate Balance at Last FYE
($)

David S. Congdon

 

—

 

 

 

—

 

 

 

(2,322,974

)

 

—

 

 

 

11,672,591

 

 

Greg C. Gantt

 

 

1,867,832

 

 

 

—

 

 

 

334,642

 

 

—

 

 

 

8,538,352

 

 

Adam N. Satterfield

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

Kevin M. Freeman

 

—

 

 

 

—

 

 

 

24,714

 

 

—

 

 

 

567,771

 

 

Gregory B. Plemmons

 

—

 

 

 

—

 

 

 

(296,177

)

 

—

 

 

 

1,146,540

 

 

(1)
Contributions represent deferrals of certain amounts of salary and cash incentives awarded pursuant to our PIP, which are included in the "Salary" and "Non-Equity Incentive Plan Compensation" columns of the Summary Compensation Table.
Name
Executive Contributions in Last FY
($)(1)
Registrant Contributions in Last FY
($)
Aggregate Earnings in Last FY
($)(2)
Aggregate Withdrawals/
Distributions
($)
Aggregate Balance
at Last FYE
($)
Earl E. Congdon——(4,411)—6,531,058
David S. Congdon567,151—(27,169)—6,969,261
Greg C. Gantt——67,854—1,597,438
J. Wes Frye686,024—13,62859,2882,540,110
Cecil E. Overbey, Jr.343,012—51,952—1,426,539
(2)
Aggregate earnings (losses) represent the return on the investment options selected by each named executive officer in 2022 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.

(1)Contributions represent deferrals of certain amounts of salary and cash incentives awarded pursuant to our PIP for 2015. These amounts are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table.

(2)Aggregate earnings represent the return on the investment options selected by each named executive officer in 2015 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; therefore, participant earnings in the deferred compensation plans are not considered as above-market or preferential earnings and are not included in the Summary Compensation Table.

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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, and January 29, 2015.2015 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 that mirror the actual performance of publicly-traded funds.options. Deferral amounts, along with gains and losses on investmentsinvestment options in which participants are deemed invested, are posted each day 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.




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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 provisions of Earl E. Congdon's and David S. Congdon's employment agreements (to the extent applicable), (ii) the Old Dominion Freight Line, Inc. Change of Control Severance Plan, for Key Executives (to the extent applicable),(ii) our Amended Phantom Plans, and (iii) our Employee Phantom Stock Plans.2016 Plan. All payments and benefits are forfeited if termination of the named executive officer resulted (i) for cause;cause, (ii) from failure to comply with the non-competition and non-solicitation provisions of the respective plan, and/or agreement, 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.”


Earl E. Congdon's employment agreement provides for a payment equal to three times the sum of his base salary before a triggering event plus the annual bonus The Severance Plan is discussed in further detail under the PIP paid to him for the preceding calendar year. This estimated amount is payable in a lump sum and due only if his employment is terminated: (i) by exercise of a 120-day notice exception by either us or Mr. Congdon; (ii) by Mr. Congdon for “good reason” as defined in the agreement; or (iii) as a result of the expiration of the employment agreement on November 1, 2018; and such termination occurs within 12 months after a change of control. There would be no payment upon termination if Mr. Congdon's employment is terminated as described above and such termination does not occur within 12 months of a change in control (or, in the case of a termination for “good reason” due to a fundamental disagreement with the Board, within three years after a change in control), or Mr. Congdon's employment is terminated at any time due to his resignation, retirement, death or total disability or by us for cause.

David S. Congdon's employment agreement provides for three years of salary continuation, calculated by averaging the highest three years of base salary and annual bonus paid under the PIP within the previous five years prior to a triggering event. The settlement provisions of this agreement are further described in the “Employment Agreements” section below.

Pursuant to the Old“Old Dominion Freight Line, Inc. Change of Control Severance Plan for Key Executives, all otherExecutives” below.

The Severance Plan provides that upon the termination of employment of one of our named executive officers are entitled to three times the sumas a result of a compensation continuance termination event (termination of the executive's base salary in effect immediately beforeofficer’s employment by the triggering event and the average of cash incentives paid under the PIPCompany for any reason other than for cause (as defined in the preceding three full calendar years. This estimated amount is payable overSeverance Plan), death or total disability, or by the compensation continuance period onofficer for good reason (as defined in the normal payroll payment schedule for salaried employees and due only if the executive's employment is terminatedSeverance Plan)) occurring within 1236 months offollowing a change of control and is reduced(as defined in the Severance Plan), the officer will be entitled to two-thirds of this amount if terminated within 13receive certain benefits, including a monthly severance benefit equal to 24 months of a change in control andthe officer’s monthly termination cash compensation during the 12-calendar month period following the termination date. The Severance Plan is further reduced to one-thirddescribed in the “Old Dominion Freight Line, Inc. Change of this amount if terminated within 25 to 36 months of a change in control. There would be no payment upon termination of employmentControl Severance Plan for resignation, retirement, death, total disability or by us for cause.


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 non-discriminatory 401(k) retirement plan, our EmployeeAmended Phantom Stock Plans, our 2016 Plan and our deferred compensation plans. The vested amounts due to each named executive officer under our Employee Phantom Stock Plans2016 Plan and under our deferred compensation plans are provided under the captions “Executive Compensation - 2015 Phantom2022 Stock Vested” and “Executive Compensation - 20152022 Nonqualified Deferred Compensation” in this proxy statement.


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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, 2015.2022. The amounts in the table below do not include payments for compensation and benefits earned prior to the triggering event. These arrangements do not provideevent, and no excise tax gross-ups for excise taxes.



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 Termination of ServiceChange in Control
Name
With Cause
($)
Without Cause
($) (1)
Without Termination of Service
($)(2)
With Termination of Service
($)
Earl E. Congdon——744,660
17,760,242 (3)
David S. Congdon—16,529,8121,810,673
16,529,812 (4)
Greg C. Gantt——1,276,089
7,416,851 (5)
J. Wes Frye———
4,525,891 (6)
Cecil E. Overbey, Jr.——772,754
4,069,566 (7)

(1)David S. Congdon, upon termination without cause, would receive payments and benefits provided for under the provisions of his employment agreement of $14,686,693 and welfare benefits of $32,446 (welfare benefits are not provided if the termination of service results from death). Pursuant to our Employee Phantom Stock Plans, his previously unvested awards of phantom stock would also be accelerated and he would receive payments of $1,810,673 (calculated using the number of unvested shares multiplied by the closing share price of our common stock of $59.07 at December 31, 2015, as reported on the NASDAQ Global Select Market).

(2)A change in control, without termination of service for the named executive officers, provides for the accelerated vesting of previously unvested awards of phantom stock pursuant to our Employee Phantom Stock Plans. The amounts in this column are calculated using the number of each named executive officer's unvested shares multiplied by the closing share price of our common stock of $59.07 at December 31, 2015, as reported on the NASDAQ Global Select Market.

(3)Earl E. Congdon, upon a change in control with termination of service, would receive payments and benefits provided for under the provisions of his employment agreement of $17,015,582. Pursuant to our Employee Phantom Stock Plans, his previously unvested awards of phantom stock would also be accelerated and he would receive payments of $744,660 (calculated using the number of unvested shares multiplied by the closing share price of our common stock of $59.07 at December 31, 2015, as reported on the NASDAQ Global Select Market).

(4)David S. Congdon, upon a change in control with termination of service, would receive payments and benefits provided for under the provisions of his employment agreement of $14,686,693 and welfare benefits of $32,446. Pursuant to our Employee Phantom Stock Plans, his previously unvested awards of phantom stock would also be accelerated and he would receive payments of $1,810,673 (calculated using the number of unvested shares multiplied by the closing share price of our common stock of $59.07 at December 31, 2015, as reported on the NASDAQ Global Select Market).

(5)Greg C. Gantt, upon a change in control with termination of service, would receive payments and benefits provided for under the provisions of the employee severance agreement of $6,108,316 and welfare benefits of $32,446. Pursuant to our Employee Phantom Stock Plans, his previously unvested awards of phantom stock would also be accelerated and he would receive payments of $1,276,089 (calculated using the number of unvested shares multiplied by the closing share price of our common stock of $59.07 at December 31, 2015, as reported on the NASDAQ Global Select Market).

(6)J. Wes Frye retired on December 31, 2015; however, upon a change in control with termination of service on that date, he would have received payments and benefits provided for under the provisions of the employee severance agreement of $4,493,445 and welfare benefits of $32,446. Mr. Frye had no unvested awards of phantom stock as of December 31, 2015.

(7)Cecil E. Overbey Jr., upon a change in control with termination of service, would receive payments and benefits provided for under the provisions of the employee severance agreement of $3,264,366 and welfare benefits of $32,446. Pursuant to our Employee Phantom Stock Plans, his previously unvested awards of phantom stock would also be accelerated and he would receive payments of $772,754 (calculated using the number of unvested shares multiplied by the closing share price of our common stock of $59.07 at December 31, 2015, as reported on the NASDAQ Global Select Market).


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Existing Life Insurance Policies

David S. Congdon is eligible to receive a life insurance benefit that provides the executive and his family with up to $10,000,000 in coverage at preferred rates, with premiums being paid or reimbursed by us under his employment agreement. Upon his death, Mr. Congdon's elected beneficiaries would receive the death benefits provided for under the policy he has obtained, which are currently $10,000,000.
provided.

 

Termination of Service

Change in Control(2)

Named Executive Officer

With Cause
($)

Without Cause
($)(1)

Without
Termination of
Service
($)

With Termination
of Service
($)

David S. Congdon

 

—

 

 

 

2,558,277

 

 

 

2,558,277

 

 

 

17,805,336

 

(3)

Greg C. Gantt

 

—

 

 

 

5,552,440

 

 

 

5,552,440

 

 

 

30,814,977

 

(4)

Adam N. Satterfield

 

—

 

 

 

3,343,781

 

 

 

3,343,781

 

 

 

13,050,815

 

(5)

Kevin M. Freeman

 

—

 

 

 

3,955,610

 

 

 

3,955,610

 

 

 

18,240,241

 

(6)

Gregory B. Plemmons

 

—

 

 

 

2,143,959

 

 

 

2,143,959

 

 

 

11,126,414

 

(7)


(1)
Employment Agreements
We currently have employment agreements with Earl E. Congdon and David S. Congdon, which were approved by the Board of Directors based on the recommendation of the Compensation Committee. Each agreement requires the executive to perform duties customarily performed by a person holding his respective position and to perform other services and duties reasonably assigned from time to time by us or, with respect to the agreement with Earl E. Congdon, by the Board of Directors.

Employment Agreement with Earl E. Congdon

The second amended and restated employment agreement with Earl E. Congdon, as amended, entitles him, while employed by us, to: (i) receive a base salary to be reviewed annually in accordance with standard payroll practices and procedures applicablePursuant to our executive officers; (ii) participate2016 Plan, previously unvested RSAs would be accelerated and vest upon termination of service without cause in the PIP; (iii) participate in anycase of our other bonus or incentive plans (whether in existence on the date of the employment agreement or later established) in which our other senior executives are entitled to participate; (iv) receive a discretionary bonus if so awarded by the Board from time to time; (v) participate in certain other plans and benefits we offer to our senior executives generally; (vi) personal use of our corporate aircraft (in accordance with our general policy); and (vii) an automobile for personal and business use. Although the Board may also award a discretionary bonus to be paid in the manner specified by the Board at the time any such bonus is approved, no such bonuses were approved or paid during 2015.

The employment agreement shall continue until the earliest of (i) November 1, 2018; (ii) the date of his death; (iii) the specified date of termination under either our or his exercise of a 120-day notice exception; (iv) the date of termination by the Company for cause; (v) the date he terminates his employment for Good Reason; or (vi) the date of termination resulting from his total disability.“Good Reason” is generally defined as (i) our material breach of any provision of the agreement; (ii) his failure to be elected or re-elected to the Board; (iii) a material reduction in his base salary; (iv) the merger of the Company or transfer of a significant portion of its assets unless the successor assumes all of our duties and obligations under the agreement; (v) the assignment of duties to him inconsistent with his position in the Company; (vi) the exclusion of his participation in our employee benefit plans; (vii) the transfer of his primary work location to a location that is more than 30 miles from his current primary work location or the requirement that he relocate his principal residence more than 30 miles from his current primary work location; (viii) our requirement that he travel on Company business to a substantially greater extent than required immediately prior to the date of the agreement; or (ix) the occurrence of a Fundamental Disagreement.

A “Fundamental Disagreement” is generally defined as a material disagreement between Mr. Congdon and the Board that occurs within three years after a Change of Control, concerns the strategic direction of the Company or another issue of fundamental importance to the Company and is deemed to be a Fundamental Disagreement by a majority of the members of the Board who are not also members of his family.

Mr. Congdon is generally entitled to certain compensatory benefits under the agreement if his employment is terminated within 12 months of a Change of Control (other than a termination for cause or as a result of Mr. Congdon's death or total disability).Generally, a "Changedisability for each of Control" is definedour named executive officers (calculated using the number of unvested shares and awards multiplied by the closing share price of our common stock of $283.78 at December 30, 2022, the last day of trading as reported on the Nasdaq Global Select Market). In addition, upon termination of service without cause in the case of death or total disability for each of our named executive officers, previously unvested PBRSUs would be accelerated and vest to be the earliest of (i) the date any person or group of persons, directly or indirectly, becomes the beneficial owner of 35% or moreextent earned after completion of the combined voting powerperformance 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 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 then outstanding shares of common stock (excluding Mr. Congdon, our employee benefit plans,of $283.78 at December 30, 2022, the last day of trading as reported on the Nasdaq Global Select Market. The amounts in the “With Termination of Service” column reflect acceleration of previously unvested awards of restricted stock and any member of Mr. Congdon's family unless a majority ofPBRSUs under the independent members of2016 Plan for each named executive officer in the Board determines that such family member's beneficial ownership creates a substantial threat to corporate policy and effectiveness); (ii) the date when individuals who at the beginning of any two-year period constitute the Board, plus new directors whose nomination or election was approved by at least two-thirds of the directors still in office who were directors at the beginning of the two-year period, cease for any reason during the two-year period to constitute at least two-thirds of the members of the Board; (iii) the date of an equity transaction that would result in our voting securities


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immediately prior to the transaction representing less than 60% of the combined voting power of the Company or a surviving entity immediately after the transaction; (iv) the dateevent of a complete liquidationchange of control if (i) such awards are not assumed or winding-up ofsubstituted by the Company; (v) the date of the salesurviving company, or disposition of all or substantially all of our assets; or (vi) the date of our bankruptcy filing.

If Mr. Congdon's(ii) his employment is terminated by the Company not for cause or by exercisehim for good reason within specified time periods (even if such awards are assumed or substituted by the surviving company).
(3)
Mr. Congdon, upon a change in control with termination of service, would receive payments and benefits provided for under the provisions of the 120-day notice exception, by Mr. Congdon by exerciseSeverance Plan of $15,226,386 and welfare benefits of $20,673. Pursuant to our 2016 Plan, his previously unvested RSAs would be accelerated and vest and he would receive payments of $997,487. Pursuant to our 2016 Plan, his previously unvested PBRSUs would also be accelerated and vest and he would receive payments of $1,560,790. The amounts are calculated using the 120-day notice exception, by Mr. Congdon for Good Reason,number of unvested shares or as a result of the expiration of the term on November 1, 2018, and such termination occurs within 12 months after a Change of Control (or, in the case of a termination for Good Reason due to a Fundamental Disagreement, within three years after the Change of Control), he is entitled to receive a lump sum payment of any compensation due but not yet paid through the termination date plus a payment equal to three times the sum of (i) his annual base salary in effect at that time and (ii) the annual bonus paid to him for the preceding calendar year under the PIP.

If Mr. Congdon's employment is terminated as described above and such termination does not occur within 12 months after a Change of Control (or, in the case of a termination for Good Reason due to a Fundamental Disagreement, within three years after the Change of Control), or Mr. Congdon's employment is terminated at any time due to his death or total disability orunits multiplied by the Company for cause, he is only entitled to receive in a lump sum any compensation due but not yet paid through the termination date.

Any amounts payable to Mr. Congdon in connection with his termination will be paid on the first day of the seventh calendar month following the calendar month in which his termination occurs as required by Section 409A of the Code. If Mr. Congdon terminates his employment for Good Reason or we terminate him for cause, each party generally will have 30 days after the receipt of the notice of termination to cure the reason given in the notice.  In the event that such cure is timely and to the satisfaction of the parties, the notice of termination would become null and void.

Mr. Congdon is also subject to a non-competition and non-solicitation clause, which covers the term of his employment plus the twenty-four month period following his termination of employment. In addition, Mr. Congdon's bonus, incentive and/or equity-based compensation paid to him under or pursuant to the terms of the employment agreement or any other plan or program of the Company will be subject to any recoupment, "clawback" or similar policy adopted by the Board after the date of the employment agreement.

Employment Agreement with David S. Congdon

The amended and restated employment agreement with David S. Congdon, as amended, entitles him, while employed by us, to (i) a base salary, to be reviewed annually in accordance with standard payroll practices and procedures applicable to our executive officers; (ii) participate in the PIP, anyclosing share price of our other bonus or incentive plans (whether in existencecommon stock of $283.78 at the date of the employment agreement or later established) in which our other senior executives are entitled to participate and certain other plans and benefits we offer to our senior executives generally; (iii) a discretionary bonus as determined by the Board; (iv) the personal use of our corporate aircraft (in accordance with our general policy); (v) an automobile for personal and business use; and (vi) receive a life insurance benefit that provides him and his family with up to $10,000,000 in coverage at preferred rates, with premiums being paid or reimbursed by us.
This agreement provides for a term that continues until the earliest of (i) the death of the executive; (ii) written notice by the executive or us of a desire to terminate, subject to a 90-day notice requirement; (iii) termination “for cause”; (iv) termination by the executive for “good reason,” which is generally defined above under “Employment Agreement with Earl E. Congdon”; or (v) termination resulting from total disability. Unless written notification is provided by Mr. Congdon or us, the term is automatically extended on the first day of each month for one additional calendar month, unless Mr. Congdon or we desire to fix the term for a definite three-year period.

If termination of the employment of Mr. Congdon, either voluntarily or by us, results in a compensation continuance termination event, Mr. Congdon is entitled to receive his base salary throughDecember 30, 2022, the last day of trading as reported on the monthNasdaq Global Select Market.
(4)
Mr. Gantt, upon a change in control with termination of terminationservice, would receive payments and benefits provided for under the three-year period following termination, an annual amount equal to the average of Mr. Congdon's base salary and his annual bonus under our non-equity incentive plan for the three calendar years within the five calendar-year period preceding termination that produces the highest average annual compensation. A compensation continuance termination event is defined in the employment agreement to mean termination due to: (i) our exerciseprovisions of the 90-day notice exception; (ii) Mr. Congdon's exerciseSeverance Plan of $25,231,527 and welfare benefits of $31,010. Pursuant to our 2016 Plan, his previously unvested RSAs would be accelerated and vest and he would receive payments of $1,995,541. Pursuant to our 2016 Plan, his previously unvested PBRSUs would also be accelerated and vest and he would receive payments of $3,556,899. The amounts are calculated using the 90-day notice exception after


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attainingnumber of unvested shares or units multiplied by the ageclosing share price of 65; (iii) Mr. Congdon's total disability; (iv) good reason; or (v) the expirationour common stock of a three-year term after being fixed by us. If the excise tax under Section 4999 of the Code would apply to such payments, they will be reduced or otherwise adjusted so that the excise tax will not apply. Mr. Congdon's final average compensation payable during the first six months of the compensation continuance period shall be paid to him in a lump sum as of the first day of the seventh calendar month of the compensation continuance period. During such period, he will also receive continued coverage under our medical, dental, vision and life insurance benefit programs. If the termination does not result in a compensation continuance termination event, Mr. Congdon is due only his base salary through$283.78 at December 30, 2022, the last day of trading as reported on the month in which the termination date occurs.Nasdaq Global Select Market.

(5)
Mr. Congdon is also subject toSatterfield, upon a non-competition and non-solicitation clause, which covers the term of his employment plus the twenty-four month period following hischange in control with termination of employment. In addition, Mr. Congdon’s bonus, incentive and/or equity-based compensation paid to himservice, would receive payments and benefits provided for under or pursuant to the termsprovisions of the employment agreementSeverance Plan of $9,686,361 and welfare benefits of $20,673. Pursuant to our 2016 Plan, his previously unvested RSAs would be accelerated and vest and he would receive payments of $1,206,633. Pursuant to our 2016 Plan, his previously unvested PBRSUs would also be accelerated and vest and he would receive payments of $2,137,148. The amounts are calculated using the number of unvested shares or any other plan or programunits multiplied by the closing share price of our common stock of $283.78 at December 30, 2022, the last day of trading as reported on the Nasdaq Global Select Market.

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(6)
Mr. Freeman, upon a change in control with termination of service, would receive payments and benefits provided for under the provisions of the Company willSeverance Plan of $14,253,621 and welfare benefits of $31,010. Pursuant to our 2016 Plan, his previously unvested RSAs would be subjectaccelerated and vest and he would receive payments of $1,427,413. Pursuant to any recoupment, “clawback”our 2016 Plan, his previously unvested PBRSUs would also be accelerated and vest and he would receive payments of $2,528,197. The amounts are calculated using the number of unvested shares or similar policy adoptedunits multiplied by the Board afterclosing share price of our common stock of $283.78 at December 30, 2022, the datelast day of trading as reported on the Nasdaq Global Select Market.
(7)
Mr. Plemmons, upon a change in control with termination of service, would receive payments and benefits provided for under the provisions of the employment agreement.Severance Plan of $8,951,445 and welfare benefits of $31,010. Pursuant to our 2016 Plan, his previously unvested RSAs would be accelerated and vest and he would receive payments of $1,135,972. Pursuant to our 2016 Plan, his previously unvested PBRSUs would also be accelerated and vest and he would receive payments of $1,007,987. The amounts are calculated using the number of unvested shares or units multiplied by the closing share price of our common stock of $283.78 at December 30, 2022, the last day of trading as reported on the Nasdaq Global Select Market.

Old Dominion Freight Line, Inc. Change of Control Severance Plan for Key Executives


On May 16, 2005,October 31, 2018, the Board, approved and we adoptedupon the Old Dominion Freight Line, Inc. Changerecommendation of Control Severance Plan for Key Executives (the “Severance Plan”) for eligible key executives as determined by the Compensation Committee. Eligible key executives include three named executive officers: Greg C. Gantt, J. Wes Frye and Cecil E. Overbey, Jr. Earl E. Congdon and David S. Congdon are parties to employment agreements that provide change of control and severance benefits as summarized above and, accordingly, do not participate inCommittee, approved the Severance Plan. The Severance Plan wasis an amendment and restatement of the Change of Control Severance Plan originally adopted effective May 16, 2005 and previously amended and restated effective January 1, 2009 to comply with Section 409A of(the “Prior Plan”). Each named executive officer is a participant in the Code. Severance Plan.

Under the Severance Plan, terminationin the event an officer’s employment is terminated as a result of a participant'scompensation continuance termination event (termination of the officer’s employment by usthe Company for any reason other than for cause (as defined in the Severance Plan), death or total disability, or by the participantofficer for good reason (as defined in the Severance Plan)) occurring within 36 months following a change of control (as defined in control, entitles the participantSeverance Plan), the officer will be entitled to receive the following benefits: (i) receipt of base salary through the last day of the month in which the termination date occurs; (ii) a cash payment in lieu of any accrued but unused vacation through the termination date; (iii) any unreimbursed business expenses incurred through the termination date; (iv) any earned but unpaid cash incentive bonus amounts; (v) any payments and benefits to which the officer is entitled pursuant to the terms of any employee benefit or compensation plan or program in which the officer participates or participated; (vi) a monthly severance benefit equal to the participant'sofficer’s monthly termination cash compensation as defined in the Severance Plan, during the compensation continuance period;12-calendar month period following the termination date; and (iii)(vii) continued participation in ourthe Company welfare benefit plans until the earlier of the participant'sofficer’s death or the last day of the calendar24-calendar month period following the termination date. The monthly termination compensation is an amount equal to: two and one-half (2.5) times the sum of the officer’s base salary and bonus amount for officers with the title of Senior Vice President or higher (excluding the Chief Executive Officer), and three (3) times the sum of the officer’s base salary and bonus amount for the Chief Executive Officer, in whicheach case divided by twelve (12). Base salary and bonus amount generally means the sum of: (i) the officer’s base salary on an annualized basis, plus (ii) a 3-year lookback average of the cash bonuses earned by the officer. Any eligible officer who was a participant receives his final paymentin the Prior Plan on October 30, 2018 and was eligible based on years of service under the terms of the Prior Plan for 36 months of severance shall be entitled to the greater of the termination compensation. The compensation continuance period isbenefits under the Severance Plan or the terms of the Prior Plan. As a result, based on their prior service to the Company, each of Mr. Gantt, Mr. Freeman, and Mr. Plemmons qualify for 36 months of severance. In no event, however, shall the termination compensation for any officer exceed an aggregate amount equal to 12 calendar months plus three additional calendar months(3) times the sum of an officer’s base salary and bonus amount.

All payments of benefits to an officer under the Severance Plan are subject to the officer’s compliance with certain confidentiality, non-compete, non-solicit, and non-disparagement provisions during and following the termination of employment with the Company. The officer’s rights, if any, with respect to any phantom stock awards, RSAs, PBRSUs, restricted stock units and/or other equity awards granted to such officer under any Company equity-based incentive plans shall be as determined under the applicable incentive plan and award agreement(s). All payments and benefits made to an officer under the Severance Plan will be subject to any recoupment, “claw back” or similar policy or arrangement adopted by the Board, and any similar provisions under applicable law.

CEO Pay Ratio

In August 2015, pursuant to 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”).

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During the fiscal year ended December 31, 2022, our CEO was Greg C. Gantt. The pay ratio included below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K:

Median Employee annual total compensation

 

$

78,091

 

CEO annual total compensation

 

$

12,828,375

 

Ratio of CEO to Median Employee annual total compensation

 

164:1

 

There has been no change to our employee population or our compensation arrangements in 2022 that we reasonably believe would significantly affect our pay ratio disclosure. As a result, we have used the same median employee, initially identified in 2020, in our pay ratio calculation for 2022. 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.

Pay Versus Performance

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

 

 

 

 

Value of Initial Fixed $100 Investment Based On:

 

 

 

 

 

 

 

 

 

 

Year

 

 

 

 

 

Summary Compensation Table Total for PEO ($)(1)

 

 

 

 

 

 

Compensation Actually Paid to PEO ($)(2)

 

Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(3)

 

 

Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(4)

 

 

 

 

 

 

Total Shareholder Return ($)(5)

 

 

 

 

 

Peer Group Total Shareholder Return ($)(6)

 

 

 

 

 

 

 

 

Net Income (in thousands) ($)

 

 

 

 

 

 

 

Pre-Tax

Income (in thousands) ($)(7)

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

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

Year

Reported

Summary Compensation Table Total for PEO ($)

Reported

Value of Equity Awards ($)(a)

Equity

Award Adjustments ($)(b)

Compensation Actually Paid to PEO ($)

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

-51-

(a)
The grant date fair value of service completed byequity awards represents the participanttotal of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.
(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 terminationend 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 excessfair 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 10 years,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 exceed 36 calendar months.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:


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 ($)

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


(3)
-41-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) 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) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022 and 2021, Mr. David S. Congdon and Messrs. Satterfield, Freeman and Plemmons; (ii) for 2020, Mr. Earl E. Congdon, Mr. David S. Congdon and Messrs. Satterfield and Freeman.

(4)
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), 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) during the applicable year. 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 each year to determine the compensation actually paid, using the same methodology described in footnote 2 above:


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 ($)

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

-52-

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

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 ($)

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

(5)
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.

(6)
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 for 2022 and 2021, and the Nasdaq Industrial Transportation Index for 2020. Beginning in 2021, the Dow Jones Transportation Average was selected as a peer group as we believe the companies included in the Dow Jones Transportation Average are better aligned with our business.

(7)
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:

Most Important Financial Performance Measures

Pre-Tax Income

Annual Pre-Tax Income Growth

Operating Ratio

-53-

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.

img196368603_16.jpg 

Compensation Actually Paid vs. Net Income Compensation Actually Paid $18,000,000 $16,000,000 $14,000,000 $12,000,000 $10,000,000 $8,000,000 $6,000,000 $4,000,000 $2,000,000 $0 $400.0 $600.0 $800.0 $1,000.0 $1,200.0 $1,400.0 $1,600.0 $672.7 $1,034.4 $1,377.2 2020 2021 2022 PEO Average for Non-PEO NEOs Net Income Net income (in millions)

DIRECTOR COMPENSATION

img196368603_17.jpg 

-54-


Compensation Actually Paid vs. Pre-Tax Income Compensation Actually Paid $18,000,000 $16,000,000 $14,000,000 $12,000,000 $10,000,000 $8,000,000 $6,000,000 $4,000,000 $2,000,000 $0 $800.0 $1,000.0 $1,200.0 $1,400.0 $1,600.0 $1,800.0 $2,000.0 $901.4 $1,388.4 $1,841.3 2020 2021 2022 PEO Average for Non-PEO NEOs Pre-Tax Income Pre-Tax Income (in millions)

img196368603_18.jpg

2015

Director Compensation

2022 Compensation of Directors


The following table reflects compensation earned for services performed in 20152022 by members of our Board of Directors who were not named executive officers:

Name

Fees Earned or
Paid in Cash
($)

Stock Awards
($)(1)

All Other
Compensation
($)(2)

Total
($)

Sherry A. Aaholm

 

 

90,000

 

 

 

 

129,113

 

 

 

 

491

 

 

 

 

219,604

 

 

John R. Congdon, Jr.

 

 

90,000

 

 

 

 

129,113

 

 

 

 

491

 

 

 

 

219,604

 

 

Bradley R. Gabosch

 

 

90,000

 

 

 

 

129,113

 

 

 

 

2,891

 

 

 

 

222,004

 

 

Patrick D. Hanley

 

 

90,000

 

 

 

 

129,113

 

 

 

 

4,391

 

 

 

 

223,504

 

 

John D. Kasarda

 

 

103,958

 

 

 

 

129,113

 

 

 

 

491

 

 

 

 

233,562

 

 

Wendy T. Stallings

 

 

90,000

 

 

 

 

129,113

 

 

 

 

2,762

 

 

 

 

221,875

 

 

Thomas A. Stith, III

 

 

90,000

 

 

 

 

129,113

 

 

 

 

491

 

 

 

 

219,604

 

 

Leo H. Suggs

 

 

132,917

 

 

 

 

129,113

 

 

 

 

491

 

 

 

 

262,521

 

 

D. Michael Wray (3)

 

 

115,000

 

 

 

 

129,113

 

 

 

 

1,991

 

 

 

 

246,104

 

 

(1)
Each non-employee director was awarded an RSA of 546 shares on May 18, 2022, with the number of shares determined by dividing the target value of $157,000 by the 50-day average closing price of our common stock ($287.31) beginning March 8, 2022 and ending May 17, 2022. The grant date fair value of these awards, computed in accordance with ASC 718, was determined by multiplying the 546 shares of restricted stock underlying each RSA by the closing price of our common stock of $236.47 on the grant date of May 18, 2022, as reported on the Nasdaq Global Select Market. The value of each RSA assumes that all shares will vest in accordance with the requirements of the 2016 Plan described in "Components of Compensation" below. As of December 31, 2022, the RSA of 546 shares granted to each non-employee director on May 18, 2022 represented the only unvested shares for each non-employee director.
Name
Fees Earned or
Paid in Cash
($)

Stock
Awards
($)(1)

All Other Compensation
($) (2)
Total
($)
J. Paul Breitbach (3)
75,00073,8591,000149,859
John R. Congdon, Jr.75,00073,859—148,859
Robert G. Culp, III105,00073,8594,700183,559
John D. Kasarda85,00073,8594,700163,559
Leo H. Suggs75,00073,8591,500150,359
D. Michael Wray95,00073,8591,500170,359
(2)

(1)
Reflects the aggregate grant date fair value of awards granted during the year computed in accordance with ASC 718, disregarding the estimate of forfeitures related to applicable service-based vesting conditions. Awards were granted in 2015 pursuant to the provisions of the Old Dominion Freight Line, Inc. Director Phantom Stock Plan (the “Director Phantom Stock Plan”), as discussed below. Each non-executive director was awarded a number of phantom shares equal to $80,000 on May 29, 2015, as determined by the 50-day average closing price of our common stock of $73.62 from March 18, 2015 through May 28, 2015. The value of these awards in the table was determined by multiplying the 1,086 phantom stock shares awarded to each non-employee director by the closing share price of $68.01 on the grant date of May 29, 2015, the fifth business day following the 2015 Annual Meeting,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 Mr. Hanley and assumes that all shares will vest in accordance with the requirements of the Director Phantom Stock Plan described in "Components of Compensation" below. As of December 31, 2015, the 1,086 phantom shares granted on May 29, 2015 represented the only unvested shares for each non-employee director. No shares of our common stock will be issued pursuant to the plan, as the awards are required to be settled in cash.

(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, selected by and made on behalf of the non-employee director ($1,000 for Mr. Breitbach, $1,500 for Mr. Culp, III, $1,500 for Mr. Kasarda, $1,500 for Mr. Suggs and $1,500 for Mr. Wray); and (ii) our cost to provide to our non-employee directors the opportunity to participate, on a voluntary basis, in an executive health program ($3,200 for Mr. Culp and $3,200 for Mr. Kasarda).

(3)Mr. Breitbach is retiring at the end of his current term and is not standing for re-election at the Annual Meeting.

Components of Compensation

In 2015, the Compensation Committee engaged Pearl Meyer to evaluate the competitiveness of the compensation provided to our non-employee directors relativewith the opportunity to participate, on a voluntary basis, in an executive health program ($2,400 for each of Mr. Gabosch and Mr. Hanley and $2,271 for Ms. Stallings); and (iii) $491 of accumulated dividends on each non-employee director's restricted stock award that was granted in 2021 and vested in 2022. See the compensation arrangements provided to outside directors"Components of comparable companies, including the publicly-traded companies in our selected peer group discussed above in "Compensation Discussion and Analysis - RoleCompensation" section below for more information on vesting terms of the Compensation Consultant." Pearl Meyer found that our average total compensation per independent, outside director was below the median amounts reported by peer companies and survey data for comparable companies. Pearl Meyer developed various recommendations to increase the compensation of our outside, independent directors within the current structure to advance it to the median of peer company practices, taking into account the significant relevant experience of our directors, our sustained high performance compared to peers, and our need to attract and retain outside, independent directors with desired levels of experience.



-42-


Upon the recommendation of Pearl Meyer and the Compensation Committee, the Board determined that it would be in the best interests of the Company to increase the annual equity-based grant amount for each non-executive director from $80,000 to $100,000, effective January 1, 2016. The Board made no changes to the cash retainer compensation payablerestricted stock granted to non-employee directors.

-55-


(3)
Mr. Wray is retiring at the end of his current term and is not standing for re-election at the Annual Meeting.

Components of Compensation

The non-employee director compensation structure applicable for 2022 is provided below:

Director Role

Annual Cash
Retainer Amount
($)

Annual Restricted
Stock Grant Amount
($)

Member (all non-employee directors)

 

90,000

 

 

 

157,000

 

 

Audit Committee Chair (1)

 

25,000

 

 

 

—

 

 

Compensation Committee Chair (1)

 

20,000

 

 

 

—

 

 

Governance and Nomination Committee Chair (1)

 

15,000

 

 

 

—

 

 

Lead Independent Director (1)

 

25,000

 

 

 

—

 

 

(1)
Each non-employee Chair of a Board Committee and the Lead Independent Director receives an annual cash retainer for service as Chair of a Committee and/or as Lead Independent Director, which is in addition to the non-employee director cash retainer of $90,000.

The annual cash retainers, for both the Board and its Committees, are paid ratably at the end of each fiscal quarter. Directors receive reimbursement of certain business and travel expenses incurred in their capacities as a director.directors, including participation in director education programs. Otherwise, there is no additional compensation provided for attendance at in-person or telephonicany meetings. As employees in 2015, Earl E.2022, Mr. Congdon and David S. CongdonMr. Gantt received no cash retainer or phantom stock grantRSAs for Board service.


Director Phantom Stock

Non-employee members of the Board are eligible to receive grants under the 2016 Plan. RSAs granted to non-employee directors under the 2016 Plan awards generally vest upon the earlier to occur of the following, provided the participant is still serving as a director: (i) the one-year anniversary of the grant date; (ii) the date of the first annual meeting of shareholders that occurs after the grant date; (iii) the date of a change of control in our ownership; (iv)(iii) death; or (v)(iv) total disability. Awards that are not vested upon termination of service as a director are forfeited. Each participantdirector is entitledalso subject to an amount in cash,our Stock Ownership Policy and, effective as of the 2022 Annual Meeting, is required to achieve and maintain a stock ownership threshold equal to five times the fair market valueannual Board cash retainer. The descriptions of a shareeligible equity and treatment of grants under the 2016 Plan described above for officers also apply to directors. See “Compensation Discussion and Analysis - Stock Ownership Policy.”

The Compensation Committee, in conjunction with Pearl Meyer, its independent compensation consultant, periodically reviews and approves the compensation of the non-employee directors and reviews any changes with the Board. The table above reflects the changes ratified by the Board, upon the recommendation of Pearl Meyer and approval by the Compensation Committee in 2021.

Equity Compensation Plan Information

The following table summarizes information as of December 31, 2022 relating to our only equity compensation plan, the 2016 Plan. Under the 2016 Plan, grants of stock options, restricted stock and other rights to acquire shares of our common stock multiplied bymay be made from time to time. In addition, outstanding phantom stock awards under our Amended Phantom Plans may be settled in shares of our common stock from time to time under the number2016 Plan.

Plan Category

Number of Securities
To Be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
(a)

Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
(b)

Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding Securities
Reflected in Column (a))
(c)

Equity compensation plans approved by shareholders

 

 

667,053

 

(1)

 

 

—

 

 

 

 

1,810,780

 

(2)

Equity compensation plans not approved by shareholders

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

Total

 

 

667,053

 

(1)

 

 

—

 

 

 

 

1,810,780

 

(2)

-56-

(1)
Includes 44,170 shares that may be issued pursuant to outstanding PBRSUs, if certain performance-based and service-based conditions are met, assuming the maximum level of performance is achieved; 10,362 shares that may be issued pursuant to outstanding PBRSUs, if certain service-based vesting conditions are met at the target level of performance; and 612,521 shares that may be issued pursuant to outstanding vested and unvested, unsettled phantom stock awards following termination of employment. PBRSUs do not have an exercise price because their value is dependent upon the achievement of the director's vested shares, on the date service as a director terminatesspecified performance criteria and may be settled for any reason. No shares of common stock on a one-for-one basis. Phantom stock awards that will be issued pursuant to the Director Phantom Stock Plan, as the awards are settled in cash. See "Proposal 3 - Approvalshares of the Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan" regarding our determinationcommon stock are distributed to shift to equity-based awards for non-employee directorsparticipants in future periods.accordance with their terms.

(2)
The compensation structure applicabletotal shares available for 2015 is provided below:
future issuance in column (c) may be the subject of awards other than options, warrants or rights granted under the 2016 Plan. As of December 31, 2022, only grants of RSAs and PBRSUs have been awarded under the 2016 Plan.
Director Role
Annual Cash Retainer Amount
 ($)
Annual Phantom Stock Grant
Amount
($)
Member (all non-executive directors)75,00080,000
Audit Committee Chairman (1)
20,000—
Compensation Committee Chairman (1)
10,000—
Governance and Nomination Committee Chairman (1)
10,000—
Lead Independent Director (1)
20,000—

(1)Each non-executive Chairman of a Board Committee and the Lead Independent Director receives an annual retainer for service as Chairman of a Committee and/or as Lead Independent Director, which is in addition to the non-executive retainer of $75,000.


Executive Officer and Director Family Relationships


Earl E. and Transactions

David S. Congdon, the Executive Chairman of ourthe Board, of Directors, is the fathercousin of David S. Congdon, the Vice Chairman of our Board of Directors and Chief Executive Officer. John R. Congdon, Jr., a director, is the nephew of Earl E. Congdon.non-employee director. At March 11, 2016,9, 2023, the affiliate members of the Congdon family, in the aggregate, beneficially owned approximately 25%18% of our outstanding common stock.


Other Family Relationships

Mark A. Penley, our Director - Safety and Employee Relations, is the grandson of

Earl E. Congdon, Chairman Emeritus and Senior Advisor to the nephewCompany, is the father of David S. Congdon.Congdon and the uncle of John R. Congdon, Jr. For the year ended December 31, 2015,2022, we paid Mr. PenleyEarl Congdon a base salary of $207,981 and cash bonuses of $2,160,000, as well as other benefits totaling $157,742. The Compensation Committee annually reviews and approves, and the Board ratifies, the compensation of Mr. Earl Congdon. Effective January 1, 2023, the Compensation Committee approved, and the Board ratified, the following changes to the compensation of Mr. Earl Congdon: (i) his base salary was reduced to $100,000; and (ii) he no longer participates in the PIP.

In June 2022, the Company sold its corporate aircraft to Mr. David S. Congdon for a purchase price of $7,000,000. This transaction was reviewed and approved by the Audit Committee in accordance with the Related Person Transactions Policy described below. In connection with and effective upon the closing of the transaction, the Compensation Committee discontinued Mr. Congdon's right to use any Company corporate aircraft for personal use in accordance with the general policy of the Company as adopted from time to time by the Board.

Other Family Relationships

For the year ended December 31, 2022, we paid Christopher M. Harrell, Director – Maintenance Administration & Fuel, a base salary and bonus of $215,835,$585,237 as well as other benefits totaling $4,773 (including our matching contributions to$24,492. Mr. Penley's 401(k) plan account). Mr. Penley continues to serve as our Director - Safety and Employee Relations, and during 2016 heHarrell, who is the son-in-law of David S. Congdon, may receive compensation and other benefits for his services to us in amounts similar to those received during 2015.




-43-


Matthew A. Penley, who serves as one of our National Account Executives, is the grandson of Earl E. Congdon and the nephew of David S. Congdon. For the year ended December 31, 2015, we paid Mr. Penley a base salary and bonus of $183,148, as well as other benefits totaling $10,487 (including our matching contributions to Mr. Penley's 401(k) plan account). Mr. Penley continues to serve as a National Account Executive2022 for us, andcontinued service in his role during 2016 he may receive compensation and other benefits for his services to us in amounts similar to those received during 2015.

Christopher M. Harrell, our Director - Maintenance Administration & Fuel, is the son-in-law of David S. Congdon. For the year ended December 31, 2015, we paid Mr. Harrell a base salary and bonus of $221,369, as well as other benefits totaling $24,640 (including our matching contributions to Mr. Harrell's 401(k) plan account). Mr. Harrell continues to serve as our Director - Maintenance Administration & Fuel, and during 2016 he may receive compensation and other benefits for his services to us in amounts similar to those received during 2015.

Matthew H. Nowell, our Director - Real Estate Development, is the son-in-law of David S. Congdon. For the year ended December 31, 2015, we paid Mr. Nowell a base salary and bonus of $215,835, as well as other benefits totaling approximately $21,856 (including our matching contributions to Mr. Nowell's 401(k) plan account). Mr. Nowell continues to serve as our Director - Real Estate Development, and during 2016 he may receive compensation and other benefits for his services to us in amounts similar to those received during 2015.

Transactions with Old Dominion Truck Leasing, Inc.

Old Dominion Truck Leasing, Inc. (as defined above, “Leasing”) is a North Carolina corporation whose voting stock is beneficially owned by members of the Congdon family. Leasing is primarily engaged in the business of leasing tractors, trailers and other vehicles as well as providing contract dedicated fleet services. John R. Congdon, Jr. serves as Chairman of the Board and Chief Executive Officer of Leasing. Earl E. Congdon and David S. Congdon currently serve as members of Leasing's Board of Directors. We have historically collaborated with Leasing for the purchase of certain equipment and fuel. Our collaboration with Leasing for the purchase of fuel ended in the fourth quarter of 2015. We do not believe that the termination of this arrangement, or any other arrangement with Leasing, will have a material adverse impact on our financial results.

We purchased $313,000 of maintenance and other services from Leasing in 2015. We intend to continue to purchase maintenance and other services from Leasing, provided that Leasing’s prices continue to be favorable to us. In addition, we received $12,000 from Leasing for its rental of property from us in 2015.

2023.

Audit Committee Approval and Related Person TransactionTransactions Policy


Each of the foregoing transactions or series of transactions was reviewed and approved by the Audit Committee, with the exception of the compensation arrangement for Mr. Earl Congdon, which was reviewed and approved by the Compensation Committee and ratified by the Board consistent with our Board of Directors.Related Person Transactions Policy. In considering whether to approve such transactions, the Audit Committee determined that they were fair to us and that the terms and conditions of the transactions were substantially the same as, or more favorable to us than, transactions that would be available from unaffiliated parties. Any extensions, modifications or renewals of the foregoing transactions, or any new transactions that involve us and a related party, must be approved by the Audit Committee and must be on terms no less favorable to us than the terms that could be obtained in a similar transaction with an unaffiliated party in accordance with our written Related Person Transactions Policy.


Our Related Person Transactions Policy governs the procedures for review and consideration of all related person transactions in which we are a participant to help ensure that any such transactions are identified and given appropriate consideration. Generally, any financial transaction, arrangement or relationship in an amount exceeding $120,000 in which we are or would be a participant, and in which any related person, as defined by Item 404 of Regulation S-K under the Exchange Act, has or would have a direct or indirect material interest, requiresis prohibited unless: (i)

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approved or ratified by the approvalAudit Committee (or, as applicable, approved by the Compensation Committee and ratified by the Board) in accordance with the policy; (ii) approved by the Chair of the Audit Committee or a majority of the disinterested members of the Board. In making such approval,and ratified by the Audit Committee will consider allin accordance with the policy; or (iii) the transaction is of the relevant facts and circumstancestype of pre-approved transactions listed in the policy. It is our policy to ensureenter into or ratify such transactions only when the Board, acting through the Audit Committee, determines that the proposed transaction is in, or is not inconsistent with, the best interestinterests of usthe Company and our shareholders.


In conducting its review of any proposed related person transaction, the Audit Committee will consider all of the relevant facts and circumstances available to the Audit Committee, including, but not limited to: (i) whether the transaction was entered into in the ordinary course of business of the Company; (ii) the purpose of, and potential benefits to us; (ii)the Company of, the transaction; (iii) the approximate dollar value of the amount involved in the transaction, particularly as it relates to the related person; (iv) the related person’s interest in the transaction; (v) the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss; (vi) the impact on a director's independence in the event the related person is a director, an immediate family member of a director or an entity in which a director is a partner, shareholder or executive officer; (iii)(vii) the availability



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of other sources for comparable products or services; (iv) the terms of the proposed related person transaction; and (v)(viii) the terms available to unrelated third parties or to employees generally in an arms-length negotiation.negotiation; (ix) required public disclosure, if any; and (x) any other information regarding the transaction or the related person that would be material to investors in light of the circumstances of the particular transaction. No member of the Audit Committee will participate in any review, consideration, approval or approvalratification of any related person transaction with respect to which such member or any of his or her immediate family members is the related person.

Notwithstanding the foregoing, the Audit Committee has adopted a special approval process for certain transactions that we have entered into and will likely continue entering into with Leasing. These transactions include the following four types of transactions with Leasing, which have been separately approved by the Audit Committee:  (i) vehicle repair, maintenance and other services that we provide to Leasing in an amount not to exceed $120,000 in any period since the last review of services by the Audit Committee ("Type 1"); (ii) vehicle repair, maintenance and other services that Leasing provides to us in an amount not to exceed $120,000 in any period since the last review of services by the Audit Committee ("Type 2"); (iii) leases of dedicated equipment for specific customers, who reimburse us for the lease amount through a periodic billing process that includes charges for additional services we provide ("Type 3"); and (iv) collaboration with Leasing for the purchase of certain equipment and fuel as long as the collaboration continues to be in the best interests of us (“Type 4”). There were no Type 3 transactions in 2015. In the event of a Type 3 transaction and prior to providing leased equipment to our customers, however, we will obtain a minimum of three bids from vendors approved by the customer. When Leasing is one of the vendors approved to submit bids, we will disclose to the customer our affiliation with Leasing. Any Type 3 transaction in connection with which we receive commissions or other financial benefit from Leasing in an amount that, together with all other Type 3 transactions entered into since the last review of such transactions by the Audit Committee, exceeds $120,000 will require the approval of the Audit Committee. With respect to each such transaction that is entered into or in conjunction with Leasing, the Audit Committee will not approve such transaction unless it determines that such transaction is in the best interest of Old Dominion and our shareholders and that the terms are at least as favorable as those that could be obtained in an arms-length negotiation.

In accordance with the Related Person Transactions Policy, the Audit Committee will also perform an annual review of previously approved or ratified related person transactions greater than $120,000 that remain ongoing and have a remaining term of more than six months.months or remaining amounts payable to or receivable from the Company of more than $120,000, when aggregated with all other amounts received or paid. Based on theall relevant facts and circumstances, the Audit Committee will determine if it is in our best interest to continue, modify or terminate any ongoing transaction, arrangement or relationship. Except as discussed above, since the beginning of our last fiscal year, no financial transactions, arrangements or relationships, or any series of them, were disclosed or proposed through our process for review, approval or ratification (as summarized above) with related persons in which the Company was or is to be a participant, the amount involved exceeded $120,000, and any related person had or will have a direct or indirect material interest.


PROPOSAL

Proposal 2 - APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION

OF OUR NAMED EXECUTIVE OFFICERS

Approval, on an Advisory Basis, of the Compensation

of our Named Executive Officers

As required by Section 14A of the Exchange Act, we are providing our shareholders with the opportunity to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC.SEC (a "say-on-pay" vote). Taking into consideration the most recent voting results from our 20112017 Annual Meeting concerning the frequency of the shareholder advisory vote to approve the compensation of our named executive officers, we have determined that we will continue to hold an annual advisory vote to approve the compensation of our named executive officers until the next required advisory vote on the frequency of such votes.Annual Meeting. Our shareholders will once again have the opportunity to express a preferencevote on the frequency of say-on-pay votes atunder "Proposal 3 - Vote, on an Advisory Basis, on the Frequency of Future Advisory Votes on the Compensation of our 2017 Annual Meeting.


For 2015,Named Executive Officers" below.

The relentless commitment of our year-over-yearOD Family of employees to customer service helped the Company achieve another year of Company record financial performance with revenue increased 6.6% to $3.0of $6.3 billion, our net income increased 13.9% to $304.7 millionof $1.4 billion and our earnings per diluted share grew 15.2% to $3.57. We also produced the best annualan operating ratio (83.2%) in our history,of 70.6%. Compared with 2021, these results reflected improvements of approximately 19.1% for revenue, 33.1% for net income, and our financial position at the end of 2015 was stronger than at any time in our history as a public company.290 basis points for operating ratio. We believe our record-settingsolid financial performance in 2015 was attributable to the execution of our strategic plan, which included key decisions made by our named executive officers. Given the PIP's design to tie cashWe also believe our compensation to corporate performance, the payouts under the PIP for fiscal 2015 are reflective,program has been effective in focusing our executives on continuous operational excellence, long-term value creation, and rewarding, of each namedin aligning executive officer's efforts in achieving this record-setting financialpay with performance. Furthermore, review and analysisEvidence of our executive compensation program presented by Pearl Meyer to our Compensation Committee in Januaryperformance includes a compounded annualized total shareholder return, assuming reinvestment of all dividends, of 31.4%, 27.0% and October 2015 demonstrated that our program continues to align executive compensation with our performance,28.9% for the three-year, five-year and that our program is well aligned with our performance relative to



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our peers. Our strong, industry-leading financial performance in 2015 reinforces the views of our Compensation Committee and Board of Directors that our executive compensation program is achieving its objectives.

ten-year periods ended December 31, 2022, respectively.

Highlights of our executive compensation program include the following:


•
Pay-for-Performance

o
Our PIP is designed to tie a significant portion of current cash compensation directly to corporate performance. PIP payouts are directly tied to changes in our profitability, ensuring that our
◦Our PIP is designed to tie a significant portion of current cash compensation directly to corporate performance. PIP payouts are directly tied to changes in our profitability, ensuring that our executive compensation is aligned with our financial performance. Just as our PIP can produce higher-than-market cash compensation during periods of high profitability, it can produce lower-than-market cash compensation during periods of low profitability.

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executive compensation is aligned with our financial performance. Just as our PIP can produce higher-than-market cash compensation during periods of high profitability, including periods when our period-over-period performance may have declined, it can produce lower-than-market cash compensation during periods of low profitability, including periods when our period-over-period performance has improved and/or outperformed peers.
•
Focus on Long-Term Success

o
The 2016 Plan serves as our primary equity incentive plan. It is important that our officers have financial interests that are aligned with the long-term interests of the Company and our shareholders. All equity grants to executive officers are performance-based. The long-term equity component of our executive compensation program includes grants of RSAs and PBRSUs under the 2016 Plan to each of our named executive officers.
◦Our phantom stock awards are designed to reward loyalty and the creation of shareholder value. Awards vest over five years but are not settled until retirement or termination of employment, which may be much later. The ultimate value of the award is linked directly to the value of our common stock.

•
Alignment with Shareholder Interests

◦Our compensation policies are designed to attract, motivate and retain key executives who are critical to our success.

◦The PIP links a significant portion of executive compensation directly to our profitability.

◦The phantom stock awards link a portion of executive compensation directly to the creation of long-term shareholder value.

◦Settlement of phantom stock awards in cash minimizes dilution to other shareholders.

◦Severance and change in control agreements do not include gross-ups for excise taxes.

◦Our securities trading policy prohibits hedging or pledging of our securities by directors, officers and employees. The policy also prohibits directors, officers and employees from holding our securities in margin accounts or pledging our securities for a loan.

◦The Compensation Committee and the Board have approved the adoption of stock ownership and equity retention guidelines to subject our directors, executive officers and other officers to minimum stock ownership and equity retention requirements. Such ownership and retention guidelines will be effective upon shareholder approval of the 2016 Plan. See “Proposal 3 - Approval of Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan.”

o
Our compensation policies are designed to attract, motivate and retain key executives who are critical to our success.
o
The PIP links a significant portion of executive compensation directly to our profitability. The PIP provides that in no event shall PIP payments exceed the lesser of 10x an executive officer’s base salary or 1.5% of the Company’s income before tax and the effects, if any, of a change in accounting principle, extraordinary items or discontinued operations.
o
The RSAs currently link a portion of executive compensation directly to Company performance and the creation of long-term shareholder value. The PBRSUs are based on a forward-looking performance goal over a one-year performance period tied to Company profitability. The RSAs and PBRSUs also have multi-year continued service vesting requirements to enhance retention, further strengthening the alignment of executive compensation with shareholder interests.
o
Severance and change in control agreements do not include gross-ups for excise taxes.
o
Our securities trading policy prohibits hedging or pledging of our securities by directors, officers and employees. The policy also prohibits directors, officers and employees from holding our securities in margin accounts or pledging our securities for a loan.
o
Our Stock Ownership Policy subjects our directors, executive officers and other officers to minimum stock ownership and equity retention requirements.
o
Our Clawback Policy supports a culture of accountability and discourages conduct detrimental to our growth and financial performance by allowing the Company to recover cash and equity incentive compensation from our officers and certain other employees under specified circumstances.

We urge our shareholders to read the “Compensation Discussion and Analysis” section of this proxy statement for a more thorough discussion of our compensation philosophy, which is designed to align our key executives' compensation with both our business objectives and the interests of our shareholders. We also recommend that our shareholders review the application of our compensation philosophy and the elements of compensation provided to each named executive officer as reflected in the discussion and tables included under the caption “Executive Compensation” in this proxy statement.


For the reasons stated above, the Board recommends that our shareholders vote “for” the following advisory resolution at our Annual Meeting:


“RESOLVED, that the compensation paid to Old Dominion's named executive officers, as disclosed in the proxy statement for our 20162023 Annual Meeting of Shareholders



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pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion, is hereby APPROVED.”

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To be approved, the number of votes cast “for” this advisory resolution must exceed the votes cast “against” this advisory resolution. Because this proposal is advisory, the results of the vote on this proposal will not be binding on our Board, Compensation Committee or our management. To the extent there is any significant vote against the compensation of our named executive officers as disclosed in this proxy statement, however, the Compensation Committee will evaluate whether any actions are necessary in the future to address those concerns.


THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”

APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

AS DISCLOSED IN THIS PROXY STATEMENT.

OFFICERS.

PROPOSAL 3 - APPROVAL – VOTE, ON AN ADVISORY BASIS, ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE OLD DOMINION FREIGHT LINE, INC. 2016 STOCK INCENTIVE PLAN


General Information
TheCompensation Committee and the Board have determined to shift our equity compensation policy to allow for stock-settled awards rather than phantom stock awards which, pursuant to the termsCOMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

As required by Section 14A of the Employee Phantom Stock Plans and the Director Phantom Stock Plan (together, the “Phantom Stock Plans”), may be settled only in cash. We believe stock-settled awards will serve as an even stronger incentive and retention tool and more closely align participant and shareholder interests. Stock-settled awards also result in less volatility in compensation expense as compared to cash-settled awards. As a result, the Compensation Committee and the Board have adopted the Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan (as defined above, the “2016 Plan”), subject to shareholder approval. IfExchange Act, we are once again providing our shareholders approvewith the 2016 Plan, it will become effectiveopportunity to vote, on May 19, 2016. We intend thata non-binding, advisory basis, on whether the 2016 Plan will serve asadvisory vote on the compensation of our primary equity incentive plan, although the terms of the Phantom Stock Plans will continue to govern all awards granted under the Phantom Stock Plans until such awards have been settled, forfeited, canceled or have otherwise expired or terminated.


Shareholder approval of the 2016 Plan is required to comply with applicable NASDAQ rules, to allow the grant of incentive stock options to employee participants in the 2016 Plan and to allow the Compensation Committee to grant awards that may be intended to qualify as “performance-based” compensation under Code Section 162(m).

The following discussion is qualified by and subject to the terms of the 2016 Plan, a copy of which is attached as Appendix A to this proxy statement. We will promptly provide, upon request and without charge, a copy of the full text of the 2016 Plan to each person to whom a copy of this proxy statement is delivered. Requestsnamed executive officers should be directed to Adam N. Satterfield, Senior Vice President - Finance, Chief Financial Officerheld every one year, two years or three years. At our 2017 annual meeting, a majority of our shareholders voted for an annual advisory vote, and Assistant Secretary, Old Dominion Freight Line, Inc., 500 Old Dominion Way, Thomasville, North Carolina 27360. An electronic copywe have conducted annual advisory votes at every subsequent annual meeting.

Our Board of the 2016 PlanDirectors is also available free of charge as Appendix A to the electronic version of this proxy statement on the SEC’s website at www.sec.gov. Shareholders are encouraged to refer to the 2016 Plan for more complete and detailed information about the 2016 Plan.


Approval of the 2016 Plan should provide us with the flexibility and resources we need to use equity compensation and other incentive awards to attract, retain and motivate talented employees and directors who are importantmindful that changes to our compensation philosophy should withstand thoughtful and thorough evaluation and that certain components of executive compensation are long-term growthin nature and success. The Board also believes thatrequire an evaluation period greater than one year. However, our equity compensation program, as implemented under our Phantom Stock Plans and strengthened under the 2016 Plan by the use of stock-settled awards, positions us to be more competitive with comparable companies in our industry. The Board also believes that the 2016 Plan will effectively incentivize eligible participants to achieve our business objectives and build shareholder value. In these ways, the 2016 Plan is intended to enhance the alignment of our employees’ and directors’ interests with those of our shareholders.

If our shareholders do not approve the 2016 Plan, the Board and Compensation Committee consider direct, frequent and timely input from our shareholders on matters of executive compensation to be an important factor in evaluating our compensation philosophy. The Board has determined that an annual advisory vote on executive compensation will reevaluate itspermit our shareholders to continue to provide direct input on our compensation program alternatives, including the continued grant of awards under the 2012 Phantom Stock Planphilosophy, policies and the Director Phantom Stock Plan (subjectpractices as disclosed in our proxy statement each year, which is consistent with our efforts to the limits containedengage in the applicable plan).


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“Best Practices” Integrated Into Old Dominion’s Equity Compensation Program and the 2016 Plan
Our compensation practices and the 2016 Plan include a number of features that the Board believes reflect responsiblean ongoing dialogue with our shareholders on executive compensation and corporate governance practices and promotematters. After the interests of ourAnnual Meeting, shareholders including the following:

Limitation on Shares Issued.No more than 2,000,000 shares will be authorized for issuance under the 2016 Plan. Since we do not currentlynext have a stock-settled incentive plan in place, no shares under any other plans will be carried forward to the 2016 Plan or otherwise potentially further dilute shareholder interests. See “Award Limitations” below.

No Stock Option or Stock Appreciation Right (SAR) Repricings Without Shareholder Approval. The 2016 Plan prohibits the repricing of stock options or SARs without shareholder approval. This limitation applies to (i) direct repricings (lowering the exercise price of an option or SAR), (ii) indirect repricings (exchanging an outstanding stock option or SAR that is underwater for cash, for new stock options or SARs with an exercise price less than that applicable to the original option or SAR, or for another equity award), and (iii) any other action that would be treated as a repricing under NASDAQ rules (subject to anti-dilution adjustments).

Robust Minimum Vesting and Award Practices. The 2016 Plan generally imposes minimum vesting periods of one year. Our historical practice has been to impose multi-year vesting periods for employee phantom stock awards.

Double Trigger Vesting on a Change of Control. The 2016 Plan generally provides that awards will vest upon a change of control of Old Dominion only if (i) awards are not assumed, substituted or continued by the surviving company, or (ii) even if such awards are assumed, substituted or continued by the surviving company, a participant’s employment is terminated without cause or for good reason within specified time periods related to the change of control.

Prudent Change of Control Provisions. The 2016 Plan includes prudent change of control triggers such as requiring a change in beneficial ownership of more than 35% of our voting stock and consummation (rather than shareholder approval) of a significant merger or other transaction in order for a “change of control” to be deemed to have occurred. See “Change of Control” below.

Prohibition of Certain Share Recycling, or “Liberal Share Counting,” Practices. The 2016 Plan does not allow shares to be added back to the maximum share limitation under the 2016 Plan if they were withheld from an award or delivered by a participant to satisfy tax withholding requirements for awards, not issued or delivered as a result of the net settlement of an outstanding award, withheld or delivered to pay the exercise price related to an outstanding award or repurchased on the open market with the proceeds of an option exercise.

No Discounted Stock Options or SARs and Limit on Option and SAR Terms. The 2016 Plan requires that stock options and SARs have an exercise price equal to or greater than the fair market value of our common stock on the date of grant. In addition, the term of an option or SAR is limited to no more than 10 years.

No Grants of “Reload” Awards. The 2016 Plan does not provide for “reload” awards (the automatic substitution of a new award of like kind and amount upon the exercise of a previously granted award).

No “Evergreen” Provision. The 2016 Plan requires shareholder approval of any additional authorization of shares (other than adjustments for anti-dilution purposes), rather than permitting an annual “replenishment” of shares under a plan “evergreen” provision.

Stock Ownership and Equity Retention Policy. The Compensation Committee and the Board have approved the adoption of stock ownership and equity retention guidelines to subject our directors, executive officers and other officers to minimum stock ownership and equity retention requirements. Such ownership and retention guidelines will be effective upon shareholder approval of the 2016 Plan.



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Forfeiture and Recoupment Policies. The 2016 Plan authorizes the Compensation Committee or the Board to reduce or cancel (or cause the recoupment or forfeiture of) a participant’s plan benefits if the participant engages in certain types of detrimental conduct. Participants will also be required to comply with any clawback policy and other compensation recovery policy or similar policies adopted by us from time to time or imposed under applicable laws.

Independent Committee Administration. The 2016 Plan will be administered by the Compensation Committee. All members of our Compensation Committee are non-management directors who are “independent” under NASDAQ listing standards and SEC rules and regulations. In addition, we believe each Compensation Committee member qualifies as a “non-employee director” as defined in Rule 16b-3 under the Exchange Act and an “outside director” as defined under Code Section 162(m).

No Dividends or Dividend Equivalents on Unearned Performance Awards. Dividends and dividend equivalents on performance-based awards issued under the 2016 Plan may only be paid if and to the extent the award has vested or been earned, and no dividends may be paid on options or SARs.

Prohibition Against Hedging and Pledging. Our securities trading policy prohibits hedging or pledging of our securities by directors, officers and employees. The policy also prohibits directors, officers and employees from holding our securities in margin accounts or pledging our securities for a loan.

Efficient Use of Equity. We are committed to the efficient use of equity awards and are mindful of ensuring that our equity compensation program does not overly dilute the holdings of existing shareholders.

Approval of the 2016 Plan will position Old Dominion to continue and expand these “best practices.”

Historical and Projected Equity Plan Share Usage
Historically, our executive compensation program has included cash-settled phantom stock awards. To date, annual phantom stock grant levels have been modest. Going forward, we intend to grant equity-based incentives that may be provided using a variety of award vehicles. As a result, our historical grant levels for phantom stock awards may not be indicative of expectations for future equity grants under the 2016 Plan. We currently anticipate that the shares to be made available under the 2016 Plan (assuming shareholder approval) will meet our needs for at least the next five years, based upon our current projection of estimated future equity grant needs. However, future circumstances and business needs may change, and the Compensation Committee retains the discretion to change its grant practices, subject to the limits of the 2016 Plan.

Since our Phantom Stock Plans only allow for cash-settled awards, we currently do not have any outstanding equity awards to be settled in stock. The proposed 2016 Plan authorization of 2,000,000 shares represents approximately 2.4% of the 84,411,878 shares of our common stock outstanding as of the record date. As of April 1, 2016, we have a total of approximately 601,604 phantom shares outstanding. These phantom shares, under the terms of the applicable plan, may be settled only in cash and will not be added to or otherwise increase the number of shares to be made available under the 2016 Plan. Furthermore, even if it is determined in the future that such phantom shares should be settled in shares of common stock under the 2016 Plan, such shares of stock would count against the 2016 Plan share limitations and would not further dilute shareholder interests. The 2016 Plan also imposes limitations on annual grants per participant. We believe our total number of shares reserved under the 2016 Plan is very conservative relative to peers and broader market practice for public companies.
Description of 2016 Plan
Share Limitations
The maximum number of shares of common stock that we may issue or deliver pursuant to awards granted under the 2016 Plan is 2,000,000 shares. Of such number, the maximum number of shares of common stock that we may issue pursuant to incentive stock options under the 2016 Plan is 2,000,000 shares.


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For purposes of determining the number of shares of common stock to be counted against the maximum share limits described above, each share of common stock subject to an award will be counted against the limit as one share. In addition, the following shares will be counted against the limits described above and will not be available for re-issuance: (i) shares withheld from an award or delivered by a participant to satisfy tax withholding requirements for awards; (ii) shares not issued or delivered as a result of the net settlement of an outstanding award; (iii) shares withheld or delivered to pay the exercise price related to an outstanding award; and (iv) shares repurchased on the open market with the proceeds of the exercise price.
In calculating the 2016 Plan share limitations described above, the following shares will not be included: (i) shares subject to an award (or any portion of an award) that is canceled, terminates, expires, is forfeited or lapses for any reason; (ii) awards settled in cash; (iii) dividends, including dividends paid in shares; and (iv) any shares subject to an award other than an option or SAR that are not issued for any reason, including by reason of failure to achieve performance goals.
Shares issued under the 2016 Plan through the settlement, assumption or substitution of outstanding awards granted by another entity or obligations to grant future awards as a condition of or in connection with a merger, acquisition or similar transaction involving Old Dominion acquiring another entity will not reduce the maximum number of shares available for delivery under the 2016 Plan. Available shares under a shareholder approved plan of an acquired company (as appropriately adjusted to reflect the transaction) may be used for awards under the 2016 Plan and will not reduce the maximum number of shares available under the 2016 Plan, subject to applicable stock exchange listing requirements.
The number of shares reserved for issuance under the 2016 Plan may be adjusted in the event of an adjustment in the capital structure of Old Dominion (due to a merger, change in control, consolidation, recapitalization, stock split, stock dividend or similar event), as provided in the 2016 Plan.
On April 1, 2016, the closing sales price of our common stock as reported on NASDAQ was $69.46 per share.
Award Limitations
In addition to the share limitations described above, the 2016 Plan includes limits on the amount of participant awards. Specifically, no participant may be granted in any 12-month period:
stock options and SARs that are not related to an option for more than 500,000 shares of common stock (or the equivalent value of such common stock based on the fair market value per share of the common stock on the date of grant of an award); or

awards other than options or SARs for more than 500,000 shares of common stock (or the equivalent value of such common stock based on the fair market value per share of the common stock on the date of grant of an award).

In addition, the 2016 Plan limits awards to non-employee directors. The maximum number of shares that may be subject to awards granted to any non-employee director in any 12-month period is 50,000 (or the equivalent value of such shares based on the fair market value per share of common stock on the date of grant of such an award), provided that any director cash retainer fees or other fees that are settled in shares of common stock will not be subject to this limitation.
The participant award limitations and the terms of awards may be adjusted in the event of an adjustment in the capital structure of Old Dominion (due to a merger, change in control, consolidation, recapitalization, stock split, stock dividend or similar event) or as otherwise provided in the Plan.
Purpose and Eligibility; Term
The purposes of the 2016 Plan are to encourage and enable selected employees and non-employee directors of Old Dominion and its affiliates to acquire or increase their holdings of our common stock and other equity-based interests in Old Dominion and/or to provide other incentive awards in order to promote a closer identification of their interests with those of Old Dominion and our shareholders. The 2016 Plan is also intended to


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provide flexibility to Old Dominion in its ability to motivate, attract and retain the services of participants upon whose judgment, interest and special effort the successful conduct of our operation largely depends.
If approved by our shareholders, the effective date of the 2016 Plan will be May 19, 2016, and awards will be granted under the 2016 Plan until May 18, 2026 or any earlier termination date set by the Board.
The 2016 Plan’s purposes will be carried out by the granting of awards to selected participants. Awards may be granted to selected (i) employees of Old Dominion or our affiliates and (ii) non-employee directors of the Board in the discretion of the Administrator (as defined below under “Administration; Amendment and Termination; Minimum Vesting Requirements”). As of April 1, 2016, approximately 30 employees and six non-employee directors were eligible to participate in the 2016 Plan based on historical grant practices.
The types of awards authorized under the 2016 Plan include: stock options in the form of incentive options and/or nonqualified options; SARs in the form of freestanding SARs and/or related SARs; restricted awards in the form of restricted stock awards, restricted stock units and/or deferred stock units; performance awards in the form of performance shares and/or performance units; phantom stock awards; other stock-based awards; and/or dividend equivalent awards. We discuss the material terms of each type of award below under “Types of Awards.”
Administration; Amendment and Termination; Minimum Vesting Requirements
The 2016 Plan may be administered by the Board or, upon its delegation, by the Compensation Committee. As a matter of practice, the Compensation Committee will administer the 2016 Plan, following Board delegation, subject to Board oversight. Each member of the Compensation Committee is intended to be independent under applicable Code Section 162(m), SEC Rule 16b-3 and NASDAQ listing standards. The Board and the Compensation Committee are referred to in this discussion collectively as the “Administrator.”
Subject to the terms of the 2016 Plan, the Administrator’s authority includes but is not limited to the authority to:
determine all matters relating to awards, including selection of individuals to be granted awards, the types of awards, the number of shares of common stock, if any, subject to an award, and all terms, conditions, restrictions and limitations of an award;

prescribe the form(s) of award agreements under the 2016 Plan;

establish, amend and rescind rules and regulations for the administration of the 2016 Plan;

correct any defect, supply any omission or reconcile any inconsistency in the 2016 Plan or in any award or award agreement; and

construe and interpret the 2016 Plan, awards and award agreements made under the 2016 Plan, interpret rules and regulations for administering the 2016 Plan and make all other determinations deemed necessary or advisable for administering the 2016 Plan.
The Administrator also has unilateral authority to amend the 2016 Plan and any award to the extent necessary to comply with applicable laws, rules or regulations. The Administrator may also adjust awards upon the occurrence of certain unusual or nonrecurring events, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits under the 2016 Plan or to comply with applicable laws, rules or regulations.
Awards granted under the 2016 Plan will generally be subject to a minimum vesting period of one year. However, the Administrator may provide for acceleration of vesting of all or a portion of an award in the event of the participant’s death, disability or retirement or, under certain circumstances, upon a change of control of Old Dominion. In addition, the Administrator may grant awards without a minimum vesting period or may accelerate the vesting of all or a portion of an outstanding award for any reason, but only with respect to awards for no more than an aggregate of 5% of the total number of authorized shares under the 2016 Plan. The 2016 Plan also permits the grant of awards to participants that have different vesting terms in the case of awards that are substituted for other equity awards in connection with mergers or similar transactions, awards granted as an inducement to be employed


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by Old Dominion or awards granted to replace forfeited awards from a former employer or in exchange for foregone cash compensation. Our historical practice has been to impose multi-year vesting periods for employee phantom stock awards, and we anticipate that employee awards granted under the 2016 Plan will also have multi-year vesting periods.
In certain circumstances, the Board may delegate authority (within specified parameters) to one or more officers to grant awards, and to make other determinations under the 2016 Plan with respect to such awards to participants who are not directors or officers subject to Section 16 under the Exchange Act or covered employees under Code Section 162(m).
The 2016 Plan and awards made under the 2016 Plan may be amended, suspended or terminated at any time by the Board (or the Administrator, with respect to awards). However, shareholder approval is required of any 2016 Plan amendment if required by applicable laws, rules or regulations, and an amendment or termination of an award may not materially adversely affect the rights of a participant without the participant’s consent. In addition, shareholder approval is required to take any action with respect to options or SARs that would be treated as a “repricing” under the rules of the principal stock exchange on which shares of our common stock are listed (currently, NASDAQ). Such repricing transactions include amendments to reduce the exercise price of such outstanding options or SARs, or exchanges of outstanding options or SARs for cash, for options or SARs with an exercise price that is less than the exercise price of the original option or SAR, or for other equity awards at a time when the original option or SAR has an exercise price above the fair market value of the common stock.
Types of Awards
A summary of the material terms of the types of awards authorized under the 2016 Plan is provided below.
Options. Options granted under the 2016 Plan may be incentive options or nonqualified options. Incentive options may only be granted to our employees. The Administrator will determine the exercise price for options. The exercise price may be no less than 100% of the fair market value per share of our common stock on the date the option is granted, or 110% of the fair market value with respect to incentive stock options granted to an employee who owns more than 10% of the total combined voting power of all classes of our stock (except for certain options assumed or substituted in a merger or other transaction where the exercise price is adjusted in accordance with applicable tax regulations). The exercise price is payable in cash or cash equivalent, and except where prohibited by the Administrator or applicable law, by delivery of shares of our common stock owned by the participant, withholding of shares upon exercise of the option, delivery to a broker of written notice of exercise and irrevocable instructions to promptly deliver to Old Dominion the amount of sale or loan proceeds to pay the exercise price or by such other payment methods as may be approved by the Administrator and which are acceptable under applicable law (or any combination of these methods).
The Administrator will determine the term and conditions of an option, the period or periods during which a participant may exercise an option and any conditions on the ability of a participant to exercise an option. The option period may not exceed 10 years, or five years with respect to incentive options granted to an employee who owns more than 10% of the total combined voting power of all classes of our stock, if any. Options are generally subject to certain restrictions on exercise if the participant terminates employment or service unless an award agreement provides otherwise.
Stock Appreciation Rights. SARs may be granted in the form of “related SARs” or freestanding SARs. A related SAR is granted to the holder of an option (a “related option”) with respect to all or a portion of the shares of common stock subject to the related option, and a freestanding SAR is an SAR that is not granted in tandem with an option. The holder of an SAR is entitled to receive consideration equal to the excess, if any, of the fair market value of a share of our common stock on the date of exercise over the exercise price per share of such SAR. This consideration may be paid in cash, shares of common stock (valued at fair market value on the date of the SAR exercise) or a combination of cash and shares of common stock, as determined by the Administrator. The exercise price may be no less than 100% of the fair market value per share of our common stock on the date the SAR is granted (except for certain SARs assumed or substituted in a merger or other transaction where the exercise price is adjusted in accordance with applicable tax regulations).


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SARs are exercisable according to the terms established by the Administrator and stated in the applicable award agreement. An SAR may not be exercised more than 10 years after it was granted, or such shorter period as may apply to the related options in the case of related SARs.
Restricted Awards. Restricted awards may be in the form of restricted stock awards, restricted stock units and/or deferred stock units that are subject to certain vesting conditions. Restricted stock awards are payable in shares of common stock. Restricted stock units and deferred stock units may be payable in cash or shares of common stock, or partly in cash and partly in shares of common stock, in accordance with the terms of the 2016 Plan and at the discretion of the Administrator.
The Administrator will determine the restriction period and vesting conditions applicable to any restricted award. Vesting conditions may include payment of a specified purchase price, attainment of performance objectives, continued service or employment for a certain period of time, retirement, disability, death or other termination of employment or service or any combination of conditions. Performance measures may vary between participants and will be based upon such performance factors or criteria as the Administrator determines. However, with respect to restricted awards payable to “covered employees” (generally the chief executive officer or one of the three next highest compensated named executive officers other than the chief financial officer) that are intended to qualify for the compensation deduction limitation exception available under Code Section 162(m), to the extent required under Code Section 162(m), the performance measures are limited to one or more of the performance factors or criteria described below under “Performance-Based Compensation - Code Section 162(m) Requirements.” With respect to compensation that is not intended to qualify for the performance-based compensation exception under Code Section 162(m), the Administrator may apply other performance factors and criteria, which may or may not be objective.
The Administrator has authority to determine whether and to what degree restricted awards have vested and been earned and are payable, as well as to establish and interpret the terms and conditions of restricted awards.
Performance Awards. Performance awards may be in the form of performance shares and/or performance units. Performance shares are granted with reference to a specified number of shares of our common stock and entitle the holder to receive shares of common stock, a cash payment or a combination of common stock and cash (as determined by the Administrator). An award of a performance unit is a grant in an amount determined by the Administrator that gives the holder the opportunity to receive shares of common stock,vote, on a cash payment or combination of common stock and cash (as determined bynon-binding, advisory basis, on the Administrator).
The Administrator will determine the performance period for each performance award and will determine the conditions that must be met in order for a performance award to be granted or to vest or be earned. These conditions may include payment of a specified purchase price, attainment of performance objectives, continued service or employment for a certain period of time or a combination of such or other conditions. Performance measures may vary between participants and will be based upon such performance factors or criteria as the Administrator determines. However, with respect to performance awards payable to covered employees that are intended to qualify as performance-based compensation under Code Section 162(m), to the extent required under Code Section 162(m), the performance factors or criteria are limited to one or morefrequency of the performance factors or criteria described below under “Performance-Based Compensation - Code Section 162(m) Requirements.” With respect to compensation that is not intended to qualify for the performance-based compensation exception under Code Section 162(m), the Administrator may applysay-on-pay vote no later than our 2029 Annual Meeting.

Under Virginia law, other performance factors and criteria, which may or may not be objective.

The Administrator has authority to determine whether and to what degree performance awards have been earned and are payable, as well as to interpret the terms and conditions of performance awards.
Phantom Stock Awards. Phantom stock awards consist of hypothetical share units with respect to shares of our common stock, with a value based on the fair market value of a share of common stock.
The Administrator has authority to determine whether and to what degree phantom stock awards have vested and are payable and to interpret the terms and conditions of phantom stock awards, subject to the limits of the 2016 Plan. Upon vesting of all or part of a phantom stock award and satisfaction of any other terms and conditions that the Administrator establishes, the holder of a phantom stock award will be entitled to a payment of


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an amount equal to the fair market value of one share of our common stock with respect to each such phantom stock unit that has vested and is payable. We may make payment in cash, shares of common stock or a combination of cash and stock, as determined by the Administrator.
Other Stock-Based Awards. The Administrator may grant other stock-based awards, which may be valued in whole or in part by reference to, or otherwise based on or related to, shares of common stock or awards for shares of common stock. Such other stock-based awards include, but are not limited to, awards granted in lieu of bonus, salary or other compensation, awards granted with vesting or performance conditions and/or awards granted without being subject to vesting (subject to the minimum vesting requirements summarized above) or performance conditions. The Administrator will determine the number of shares of common stock to be awarded to a participant under (or otherwise related to) such other stock-based awards, whether such awards may be settled in cash or shares of common stock, other securities or any other form of property (or a combination of such forms of consideration), and the other terms and conditions of such awards.
Dividends and Dividend Equivalents. The Administrator may provide that awards (other than options and SARs) earn dividends or dividend equivalents. However, dividends and dividend equivalents, if any, on unearned or unvested performance-based awards may not be paid (even if accrued) unless and until the underlying award has vested and/or been earned.
Change of Control
Under the terms of the 2016 Plan, the following provisions will apply in the event of a change of control (except to the extent, if any, otherwise required under Code Section 409A):
To the extent that the successor or surviving company in the change of control event does not assume or substitute for an award (or in which Old Dominion is the ultimate parent corporation and does not continue the award) on substantially similar terms or with substantially equivalent economic benefits as awards outstanding under the 2016 Plan (as determined by the Administrator), (i) all outstanding options and SARs will become fully vested and exercisable, whether or not then otherwise vested and exercisable; and (ii) any restrictions, including but not limited to the restriction period, performance period and/or performance factors or criteria applicable to any award other than options or SARs will be deemed to have been met, and such awards will become fully vested, earned and payable to the fullest extent of the original grant of the applicable award (or, in the case of performance-based awards, the earning of which is based on attaining a target level of performance, such awards will be deemed earned at the greater of actual performance or target performance).

In addition, in the event that an award is substituted, assumed or continued, the award will become vested (and, in the case of options and SARs, exercisable) in full and any restrictions, including but not limited to the restriction period, performance period and/or performance factors or criteria applicable to any outstanding award will be deemed to have been met and such awards will become fully vested, earned and payable to the fullest extent of the original award (or, in the case of performance-based awards, the earning of which is based on attaining a target level of performance, such awards will be deemed earned at the greater of actual performance or target performance), if the employment or service of the participant is terminated within six months before (in which case vesting will not occur until the effective date of the change of control) or one year (or such other period after a change of control as may be stated in a participant’s employment agreement or similar agreement) after the effective date of a change of control if such termination of employment or service (i) is by Old Dominion without cause or (ii) is by the participant for good reason.

Transferability
Incentive options are not transferable other than by will or the laws of intestate succession or, in the Administrator’s discretion, as may otherwise be permitted in accordance with Code Section 422 and related regulations. Nonqualified options and SARs generally are not transferable other than by will or the laws of intestate


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succession, except for transfers if and to the extent permitted by the Administrator in a manner consistent with the registration provisions of the Securities Act of 1933, as amended. Restricted awards, performance awards, phantom stock awards and other stock-based awards that have not vested and/or been earned generally are not transferable other than transfers by will or the laws of intestate succession, and participants may not sell, transfer, assign, pledge or otherwise encumber shares subject to an award until the award has vested and/or been earned and all other conditions established by the Administrator have been met.
Termination of Employment or Service
If a participant’s employment or service is terminated for any reason, the Administrator will determine the extent, if any, to which a participant may have the right to exercise or vest in his or her awards following termination. These rights, if any, generally will be stated in the individual participant’s award agreement. Unless otherwise determined by the Administrator or provided in an award agreement, all or any part of an award that has not vested or been earned will be forfeited immediately upon a termination of the participant’s employment or service for any reason.
Forfeiture, Recoupment and Stock Retention
As noted above, the Administrator may require the reduction, cancellation, forfeiture and/or recoupment of plan benefits if a participant engages in certain types of detrimental conduct and may require that a participant comply with any compensation recovery policy (i.e., a “clawback policy”) and any stock ownership and retention policy or other policies and guidelines adopted by Old Dominion from time to time and/or other similar policies that may apply to the participant or be imposed under applicable laws.
Performance-Based Compensation - Code Section 162(m) Requirements

Code Section 162(m) generally precludes public corporations like Old Dominion from deducting compensation in excess of $1,000,000 paid to any “covered employee” unless the compensation is exempt from the $1,000,000 limitation because it qualifies as performance-based compensation. Covered employees generally include the chief executive officer and the next three highest compensated named executive officers other than the chief financial officer. To qualify as performance-based compensation, the compensation paid under a plan to covered employees must be paid under pre-established objective performance goals determined and certified by a committee comprised of outside directors. All of the members of our Compensation Committee are intended to qualify as outside directors under Code Section 162(m) standards.
The 2016 Plan is designed to allow the Compensation Committee in its discretion to pay compensation to covered employees that is intended to be exempt from Code Section 162(m). However, we reserve the discretion to award compensation under the 2016 Plan that does not comply with the Code Section 162(m) exemption. In addition to other requirements for the performance-based compensation exception under Code Section 162(m) to apply, shareholders must be advised of, and must approve, the material terms (or changes in material terms) of the performance goals under which compensation is to be paid. The material terms subject to shareholder approval include:
the employees eligible to receive compensation;
a description of the business criteria on which the performance goal is based; and
either the maximum amount of the compensation to be paid if the performance goal is met or the formula used to calculate the amount of compensation if the performance goal is met.

The eligibility and participant award limitations are described above under “Description of 2016 Plan - Purpose and Eligibility; Term” and “Description of 2016 Plan - Award Limitations.”
With respect to awards payable to covered employees that are intended to qualify for the performance-based compensation exception under Code Section 162(m), to the extent required under Code Section 162(m), the performance measures are limited to one or more of the following: (i) cash flow; (ii) return on equity; (iii) return on assets; (iv) earnings per share; (v) operations expense efficiency milestones; (vi) consolidated earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization); (vii) net income; (viii) operating income; (ix) pre-tax income; (x) book value per share; (xi) return on investment; (xii) return on capital; (xiii) improvements in capital structure; (xiv) expense management; (xv) profitability of an identifiable business unit or


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service offering; (xvi) maintenance or improvement of profit margins; (xvii) stock price or total shareholder return; (xviii) market share; (xix) revenues or sales; (xx) costs; (xxi) working capital; (xxii) economic wealth created; (xxiii) strategic business criteria; (xxiv) efficiency ratio(s); (xxv) operating ratio(s); (xxvi) achievement of division, group, function or corporate financial, strategic or operational goals; and (xxvii) comparisons with stock market indices or performance metrics of peer companies.
The Compensation Committee has the discretion to grant performance awards that are not intended to satisfy the requirements for “performance-based” compensation under Code Section 162(m).
Certain U.S. Federal Income Tax Consequences

The following summary generally describes the principal U.S. federal (and not foreign, state or local) income tax consequences of awards granted under the 2016 Plan as of the date of this proxy statement. The summary is general in nature and is not intended to cover all tax consequences that may apply to a particular employee or to Old Dominion. The provisions of the Code and related regulations concerning these matters are complicated and their impact in any one case may depend upon the particular circumstances.
Incentive Options. Incentive options granted under the 2016 Plan are intended to qualify as incentive stock options under Code Section 422. Pursuant to Code Section 422, the grant and exercise of an incentive option generally will not result in taxable income to the participant (with the possible exception of alternative minimum tax liability) if the participant does not dispose of shares received upon exercise of such option less than one year after the date of exercise and two years after the date of grant, and if the participant has continuously been our employee from the date of grant to three months before the date of exercise (or 12 months in the event of death or disability). However, the excess of the fair market value of the shares received upon exercise of the incentive option over the exercise price for such shares generally will constitute an item of adjustment in computing the participant’s alternative minimum taxable income for the year of exercise. Thus, certain participants may experience an increase in their federal income tax liability as a result of the exercise of an incentive option under the alternative minimum tax rules of the Code.
We generally will not be entitled to a deduction for income tax purposes in connection with the exercise of an incentive option. Upon the disposition of shares acquired upon exercise of an incentive option, the participant will be taxed on the amount by which the amount realized upon such disposition exceeds the exercise price, and such amount will be treated as capital gain or loss.
If the holding period requirements for incentive option treatment described above are not met, the participant will be taxed as if he or she received compensation in the year of the disposition. The participant must treat gain realized in the premature disposition as ordinary income to the extent of the lesser of: (i) the fair market value of the stock on the date of exercise minus the exercise price or (ii) the amount realized on disposition of the stock minus the exercise price. Any gain in excess of these amounts may be treated as capital gain. We generally will be entitled to a corresponding income tax deduction to the extent that the amount represents reasonable compensation and an ordinary and necessary business expense, subject to any required income tax reporting.
Pursuant to the Code and the terms of the 2016 Plan, in no event can there first become exercisable by a participant in any one calendar year incentive options granted by Old Dominion with respect to shares having an aggregate fair market value (determined at the time an option is granted) greater than $100,000. To the extent an incentive option granted under the 2016 Plan exceeds this limitation, it will be treated as a nonqualified option. In addition, no incentive option may be granted to an individual who owns, immediately before the time that the option is granted, stock possessing more than 10% of the total combined voting power of all classes of stock of Old Dominion, unless the exercise price is equal to or exceeds 110% of the fair market value of the stock and the option period does not exceed five years.
Nonqualified Options. The grant of a nonqualified option should not result in taxable income to a participant or a tax deduction to Old Dominion. The difference between the fair market value of the stock on the date of exercise and the exercise price will constitute taxable ordinary income to the participant on the date of exercise. We generally will be entitled to a corresponding income tax deduction to the extent that the amount represents reasonable compensation and an ordinary and necessary business expense, subject to any required income tax reporting. The participant’s basis in shares of common stock acquired upon exercise of an option will equal the exercise price plus the amount of income taxable at the time of exercise. Any subsequent disposition of the stock


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by the participant will be taxed as a capital gain or loss to the participant, and will be long-term capital gain or loss if the participant has held the stock for more than one year at the time of sale.
Stock Appreciation Rights. For federal income tax purposes, the grant of an SAR should not result in taxable income to a participant or a tax deduction to Old Dominion. Upon exercise, the amount of cash and fair market value of shares received by the participant, less cash or other consideration paid (if any), is taxed to the participant as ordinary income, and Old Dominion will generally be entitled to a corresponding income tax deduction to the extent the amount represents reasonable compensation and an ordinary and necessary business expense, subject to any required income tax reporting.
Restricted Stock Awards. The grant of a restricted stock award will not result in taxable income to the participant or a tax deduction to Old Dominion for federal income tax purposes, unless the restrictions on the stock do not present a substantial risk of forfeiture or the award is transferable, as defined under Code Section 83. In the year that the restricted stock is no longer subject to a substantial risk of forfeiture, or the award is transferable, the fair market value of such shares at such date and any cash amount awarded, less cash or other consideration paid (if any), will be included in the participant’s ordinary income as compensation, except that, in the case of restricted stock issued at the beginning of the restriction period, the participant may elect to include in his or her ordinary income as compensation at the time the restricted stock is awarded, the fair market value of such shares at such time, less any amount paid for the shares. We generally will be entitled to a corresponding income tax deduction to the extent that the amount represents reasonable compensation and an ordinary and necessary business expense, subject to any required income tax reporting.
Restricted Stock Units, Deferred Stock Units, Performance Awards, Phantom Stock Awards, Other Stock-Based Awards and Dividend Equivalents. The grant of a restricted stock unit, deferred stock unit, performance award, phantom stock award, other stock-based award or dividend equivalent award generally should not result in taxable income to the participant or a tax deduction to Old Dominion for federal income tax purposes. However, the participant will recognize income on account of the settlement of such award. The income recognized by the participant at that time will be equal to any cash that is received and the fair market value of any stock that is received in settlement of the award. We generally will be entitled to a corresponding income tax deduction upon the settlement of such an award equal to the ordinary income recognized by the participant to the extent that the amount represents reasonable compensation and an ordinary and necessary business expense, subject to any required income tax reporting.
Code Section 409A. Awards granted under the 2016 Plan may be subject to Code Section 409A and related regulations and other guidance. If, by its terms or at the election of the participant, the award defers settlement beyond the vesting date (e.g., a deferred stock unit), the award will generally be subject to Code Section 409A. Code Section 409A imposes certain requirements on compensation that is deemed under Code Section 409A to involve deferred compensation. If Code Section 409A applies to the 2016 Plan or any award, and the 2016 Plan and award do not, when considered together, satisfy the requirements of Code Section 409A during a taxable year, the participant will have ordinary income in the year of non-compliance in the amount of all deferrals subject to Code Section 409A to the extent that the award is not subject to a substantial risk of forfeiture. The participant will be subject to an additional tax of 20% on all amounts includable in income and may also be subject to interest charges under Code Section 409A. We do not have any responsibility to take, or to refrain from taking, any actions in order to achieve a certain tax result for any participant.
Performance-based Compensation - Section 162(m) Requirements. The 2016 Plan is structured with the intent of allowing the Compensation Committee to pay compensation exempt from Code Section 162(m) in order to preserve, to the extent practicable, Old Dominion’s ability to claim a tax deduction for such awards under the 2016 Plan to covered employees. Code Section 162(m) generally denies an employer a deduction for compensation paid to covered employees of a publicly held corporation in excess of $1,000,000 unless the compensation is exempt from the $1,000,000 limitation because it is performance-based compensation. Subject to Code Section 162(m) and certain reporting requirements, we may be entitled to an income tax deduction with respect to the amountelection of compensation includable as income to the participant. See “Performance-Based Compensation - Code Section 162(m) Requirements” above.


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New Plan Benefits
No awards will be granted under the 2016 Plan unless itdirectors, action on a matter is approved, byassuming a quorum exists, if the votes cast favoring the matter exceed the votes cast opposing the matter, unless our shareholders. The selectionArticles of individuals who will receive awards under the 2016 Plan, if our shareholders approve the 2016 Plan, and the amountIncorporation or Virginia law require a greater number of any such awards is not yet determinable due to vesting, performance and other requirements. Therefore, it is not possible to predict the benefits or amounts that will be received by, or allocated to, particular individuals or groups of participants.

In 2015, we granted awards under the 2012 Phantom Stock Plan to our named executive officers, outside directors and other eligible employees. These awards are described under the “Compensation Discussion and Analysis - Elements of Compensation,” “Executive Compensation” and “Director Compensation - Components of Compensation” sections in this proxy statement.

The Board believes that approvalaffirmative votes. However, because of the 2016 Plan is innature of this proposal, the best interests of Old Dominion in order to continuefrequency receiving the purposes of our equity compensation program and to serve as an important recruitment and retention tool. The Board believes that substantial equity-based ownership encourages management to take actions favorable to the long-term interests of Old Dominion and our shareholders. The Board believes that the adoption of the 2016 Plan will allow us to enhance the use of equity compensation as a significant component of a competitive, but measured, overall compensation program.

To be approved, thegreatest number of votes cast “for”will be considered the frequency recommended by our shareholders. Because this proposal must exceedis advisory, the results of the vote on this proposal will not be binding on our Board, Compensation Committee or our management. The Board values our shareholders’ opinions, however, and the Board will consider the outcome of the vote when determining the frequency of future advisory votes cast “against” this proposal.

on the compensation of our named executive officers.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL “1 YEAR” AS

THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE OLD

DOMINION FREIGHT LINE, INC. 2016 STOCK INCENTIVE PLAN.

PROPOSALCOMPENSATION OF OUR NAMED

EXECUTIVE OFFICERS.

Proposal 4 – RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Ratification of the Appointment of our Independent Registered Public Accounting Firm

The Audit Committee has appointed Ernst & Young LLP (as defined above, "EY") to serve as our independent registered public accounting firm for the year ending December 31, 2016.2023. Although ratification is not required by our bylaws or otherwise, the Board of Directors is submitting the appointment of EY to the shareholders for ratification as a matter of good corporate governance. In the event the shareholders fail to ratify the appointment of EY, the Audit Committee will consider whether to appoint another independent registered public accounting firm for the year ending December 31, 2016.2023. Representatives of EY are expected to be present at the Annual Meeting and will have an opportunity to respond to appropriate questions and to make a statement if they so desire.


To be approved, the number of votes cast “for” this proposal must exceed the votes cast “against” this proposal.


THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE

APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE YEAR ENDING DECEMBER 31, 2016.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FEES AND SERVICES

2023.

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Independent Registered Public Accounting Firm Fees and Services

EY charged the following fees for services relating to fiscal years 20152022 and 2014:

Category of Service
Fiscal Year 2015
($)
Fiscal Year 2014
($)
Audit Fees770,000685,004
Audit-Related Fees——
Tax Fees—78,512
All Other Fees—1,995
   Total770,000765,511


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2021:

Category of Service

Fiscal Year 2022
($)

Fiscal Year 2021
($)

Audit Fees

 

 

869,866

 

 

 

 

867,231

 

 

Audit-Related Fees

 

 

—

 

 

 

 

—

 

 

Tax Fees

 

 

—

 

 

 

 

—

 

 

All Other Fees

 

 

—

 

 

 

 

—

 

 

Total

 

 

869,866

 

 

 

 

867,231

 

 

Audit Fees.This category includes the aggregate fees billed for professional services rendered by EY for the audits of our financial statements for fiscal years 20152022 and 2014,2021, including fees associated with the reviews of our quarterly reports on Form 10-Q, and for services that are normally provided by the independent registered public accounting firm in connection with regulatory filings or engagements for the relevant fiscal years. Audit fees also include the aggregate fees billed for professional services rendered for the audit of our internal control over financial reporting.


Audit-Related Fees. This category includes the aggregate fees billed in each of the last two fiscal years for assurance and related services by EYthat are reasonably related to the performance of the audits or reviews of the financial statements and which are not reported above under “Audit“Audit Fees.”


Tax Fees. This category includes the aggregate fees billed in each of the last two fiscal years for professional services rendered by EYfor tax compliance, tax planning and tax advice. Tax compliance includes the preparation of state and federal income tax returns. Tax planning and tax advice includes assistance with various tax accounting methods, analysis of various state filing positions and assistance in obtaining state and federal tax credits.


All Other Fees. This category includes the aggregate fees billed in each of the last two fiscal years for products and services provided by EYthat are not reported above under “Audit Fees,” “Audit-Related Fees” or “Tax Fees.”


Our engagement of EY to provide these services described above was approved by the Audit Committee in accordance with our written pre-approval policy. This policy is described under "Corporate Governance - Audit Committee Pre-Approval Policies and Procedures" above.


ANNUAL REPORT ON FORM

Annual Report on Form 10-K


Shareholders may obtain a copy of our Annual Report on Form 10-K as filed with the SEC for the year ended December 31, 2015,2022, without charge, from our website,http://www.odfl.com/Financials/annualReports.faces, or by writing to Adam N. Satterfield, Senior Vice President - Finance, Chief Financial Officer and Assistant Secretary, Old Dominion Freight Line, Inc., 500 Old Dominion Way, Thomasville, North Carolina 27360. Exhibits are not included, but copies of those exhibits may be obtained upon payment of copying charges.


HOUSEHOLDING

IMPORTANT NOTICE REGARDING DELIVERY OF ANNUAL MEETING MATERIALS


SHAREHOLDER DOCUMENTS

Some banks, brokers or other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our proxy statement or Annual Report to Shareholders may have been sent to multiple shareholders in the same household. We will promptly deliver a separate copy of either document to any shareholder upon request submitted in writing to the following address: Old Dominion Freight Line, Inc., 500 Old Dominion Way, Thomasville, North Carolina 27360, Attention: Adam N. Satterfield, Senior Vice President - Finance, Chief Financial Officer and Assistant Secretary or by contacting us at (336) 889-5000. Any shareholder who wants to receive separate copies of the Annual Report to Shareholders and proxy statement in the future, or who is currently receiving multiple copies and would like to receive only one copy for his or her household, should contact his or her bank, broker or other nominee record holder, or contact us at the above address or telephone number.


DEADLINE FOR SHAREHOLDER PROPOSALS

You may also elect to receive or access our proxy statement, Annual Report to Shareholders and/or other shareholder communications electronically via email or the Internet by contacting Broadridge if you are a registered shareholder, or by contacting your bank, broker or other nominee record holder if you are a beneficial owner. If you vote

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your proxy using the Internet, you may also indicate at that time that you agree to receive or access proxy materials electronically in future years. Receiving this information electronically is faster than regular mail. In addition, electronic delivery benefits the environment by consuming fewer natural resources and creating less paper waste. Electronic delivery of proxy materials and other shareholder communications is efficient and convenient, and you may revoke your consent to electronic delivery at any time.

DeadlineS for Shareholder Proposals AND DIRECTOR NOMINATIONS

Any shareholder desiring to present a proposal for inclusion in the proxy statement to be acted upon at our 20172024 Annual Meeting in accordance with Exchange Act Rule 14a-8 must ensure that the proposal is received by us at our principal executive offices no later than December 20, 2016.


19, 2023.

In addition to any other applicable requirements, for business to be properly brought before the 20172024 Annual Meeting by a shareholder, even if the proposal or proposed director candidate is not to be included in our proxy statement, our bylaws provide that the shareholder must give timely advance notice of such business in writing to our Secretary. Such notice must be given, either by personal delivery or by certified mail addressed to our



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Secretary, at our principal office and received at least 120 days and not more than 150 days prior to the first anniversary of the date that we mailed our proxy materials for the 2016 Annual Meeting. As a result, such proposals, including director nominations submitted pursuant to these provisions of our bylaws, including pursuant to Rule 14a-19 and the proxy access provisions of our bylaws, must be received no earlier than the close of business on November 20, 201619, 2023 and no later than the close of business on December 20, 2016.

19, 2023.

As to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made, the notice must contain, among other information: (i) the name and address, as they appear on our stock transfer books, of such shareholder proposing such business; (ii) the name and address of such beneficial owner, if any; (iii) a representation that the shareholder is a shareholder of record and intends to appear in person or by proxy at such meeting to bring the business specified in the notice before the meeting; (iv) the class and number of shares of our stock beneficially owned, directly or indirectly, by the shareholder and by such beneficial owner, if any; and (v) a description of any agreement that has been entered into by or on behalf of the shareholder or any of its affiliates or associates, the intent of which is to mitigate loss, manage risks or benefit from changes in the share price of our stock, or to increase or decrease the voting power of the shareholder or any of its affiliates or associates with respect to shares of our stock.


stock; and (vi) a representation as to whether or not the shareholder or beneficial owner, if any, or any of their respective affiliates, associates or others acting in concert therewith intend to solicit proxies in support of director nominees other than the Company's nominees in accordance with Rule 14a-19 under the Exchange Act. Article 3, Section 6 of our bylaws sets forth additional procedural and substantive requirements for shareholders desiring to nominate directors for election in accordance with Rule 14a-19.

As to each item of business, the notice must containcontain: (i) a brief description of the business to be brought before the meeting, including the complete text of any resolutions to be presented at the 20172024 Annual Meeting and the reasons therefor; (ii) a description of all agreements, arrangements and understandings between the shareholder or beneficial owner, if any, and any other person(s) (including their names) in connection with the proposal of such business by the shareholder; (iii) any other information relating to the shareholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement; and (iv) any material interest of the shareholder or beneficial owner, if any, in such business. In addition, any notice of a proposed director candidate, including pursuant to the proxy access provisions of our bylaws, must also comply with our bylaws, including the criteria set forth under the caption “Corporate Governance – Director Nominations” in this proxy statement. If written notice is not timely or properly given, we may exclude the proposal or proposed director candidate from consideration at the meeting.


By Order of the Board of Directors
Ross H. Parr
Senior Vice President - Legal Affairs,
General Counsel and Secretary
Thomasville, North Carolina
April 19, 2016


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Appendix A








By Order of the Board of Directors

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Ross H. Parr

Senior Vice President - Legal Affairs,

General Counsel and Secretary

Thomasville, North Carolina

April 17, 2023

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Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 17, 2023:

The Notice of Annual Meeting of Shareholders, Proxy Statement, Form of Proxy and 2022 Annual Report to Shareholders are available on our corporate website at https://ir.odfl.com/annual-shareholder-meeting-information. D97427-P86735 OLD DOMINION FREIGHT LINE, INC.

2016 STOCK INCENTIVE PLAN




Annual Meeting of Shareholders on May 17, 2023, 10:00 A.M. EDT
This proxy is solicited on behalf of the Board of Directors
and will be voted as properly specified by the shareholder. Theundersigned shareholder(s) of Old Dominion Freight Line, Inc. designates David S. Congdon, Greg C. Gantt and
Ross H. Parr, and any of them, with full power to act alone, agents and proxies to vote the shares of the undersigned at the Annual Meeting of Shareholders, Wednesday, May 17, 2023 at 10:00 a.m. Eastern Daylight Time, and at any adjournment thereof, as designated on the reverse side. The shares represented by this proxy will be voted in accordance with the instructions of the undersigned shareholder(s) when instructions are given in accordance with the procedures described herein and the accompanying proxy statement. This proxy, if properly executed and returned, will be voted "for" the election of all of the director nominees identified in proposal 1, "for" each of proposals 2 and 4, and for
"1 Year" on proposal 3, if no instruction to the contrary is indicated. If any other business is properly presented at the meeting, this proxy will be voted in accordance with the best judgment of the agents and proxies named above. Attendance of the undersigned at the meeting or at any adjournment thereof will not be deemed to revoke this proxy unless the undersigned revokes this proxy by properly voting at the annual meeting or otherwise properly completing and delivering a later-dated proxy. Continued and to be signed on reverse side

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OLD DOMINION FREIGHT LINE, INC.

2016 STOCK INCENTIVE PLAN
1.Purpose
The purposes ATTN: ADAM N. SATTERFIELD, SENIOR VICE PRESIDENT-FINANCE, CHIEF FINANCIAL OFFICER 500 OLD DOMINION WAY THOMASVILLE, NC 27360 VOTE BY INTERNET -www.proxyvote.com Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Daylight Time on May 16, 2023. Have your proxy card in hand when you access the Plan areweb site and follow the instructions to encourageobtain your records and enable selected Employeesto create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and Directors ofannual reports electronically via e-mail or the CompanyInternet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, its Affiliateswhen prompted, indicate that you agree to acquirereceive or increase their holdings of Common Stockaccess proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Daylight Time on May 16, 2023. Have your proxy card in hand when you call and other equity-based intereststhen follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the Company and/postage-paid envelope we have provided or return it to provide other incentive awards in order to promote a closer identification of their interests with those of the Company and its shareholders, and to provide flexibility to the Company in its ability to motivate, attract and retain the services of Participants upon whose judgment, interest and special effort the successful conduct of its operation largely depends. These purposes may be carried out through the granting of Awards to selected Participants.
2.Effective Date; Term
Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D37188-P49520 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. OLD DOMINION FREIGHT LINE, INC. The Effective Date of the Plan shall be May 19, 2016 (the “Effective Date”). Awards may be granted on or after the Effective Date, but no Awards may be granted after May 18, 2026. Awards that are outstanding at the end of the Plan term (or such earlier termination date as may be established by the Board pursuant to Section 17(a)) shall continue in accordance with their terms, unless otherwise provided in the Plan or an Award Agreement.
3.Definitions
In addition to other terms defined herein or in an Award Agreement, the following terms shall have the meanings given below:
(a)    Administrator means the Board and, upon its delegation of all or part of its authority to administer the Plan to the Committee, the Committee.
(b)    Affiliate means any Parent or Subsidiary of the Company, and also includes any other business entity which controls, is controlled by or is under common control with the Company; provided, however, that the term “Affiliate” shall be construed in a manner in accordance with the registration provisions of applicable federal securities laws if and to the extent required.
(c)    Applicable Law means any applicable laws, rules or regulations (or similar guidance), including but not limited to the Securities Act, the Exchange Act, the Code and the listing or other rules of any applicable stock exchange. References to any applicable laws, rules and regulations, including references to any sections or other provisions of applicable laws, rules and regulations, shall also refer to any successor provisions thereto unless the Administrator determines otherwise.
(d)    Award means a grant under the Plan of an Incentive Option; a Nonqualified Option; a Stock Appreciation Right; a Restricted Stock Award; a Restricted Stock Unit; a Deferred Stock Unit; a Performance Share; a Performance Unit; a Phantom Stock Award; an Other Stock-Based Award; a Dividend Equivalent Award; and/or any other award granted under the Plan.
(e)    Award Agreement means an award agreement or certificate (which may be in written or electronic form, in the Administrator’s discretion, and which includes any amendment or supplement thereto) between the Company and a Participant, specifying such terms, conditions and restrictions as may be established by the Administrator with regard to an Award and shares of Common Stock or any other benefit related to an Award.
(f)    Board or Board of Directors means the Board of Directors recommends that you vote FOR ALL on the following proposal: 1. Election of the Company.
(g)    Cause means, unless otherwise provided in an Award Agreement or determined by the Administrator, a Participant’s termination of employment or service resulting from the Participant’s (i) termination for “Cause” as defined under the Participant’s employment agreement, change in control agreement or other similar agreement with the Company or an Affiliate, if any, or (ii) if the Participant has not entered into any such agreement (or, if any such


agreement does not define “Cause”), then the Participant’s termination shall be for “Cause” if termination results dueeleven directors named below to the Participant’s (A) dishonesty; (B) refusal to perform his or her duties for the Company or an Affiliate; or (C) engaging in fraudulent conduct or conduct that could be materially damaging to the Company without a reasonable good faith belief that such conduct was in the best interest of the Company. The determination of “Cause” shall be made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and an Award, a Participant’s employment or service shall also be deemed to have terminated for Cause if, after the Participant’s employment or service has terminated, facts and circumstances are discovered that would have justified, in the opinion of the Administrator, a termination for Cause.
(h)    A Change of Control shall (except as may be otherwise required, if at all, under Code Section 409A) be deemed to have occurred on the earliest of the following dates:
(i)    The date any person or group of persons together with its affiliates is or becomes (or publicly discloses that such person or group is or has become), directly or indirectly, the “beneficial owner” of securities of the Company representing thirty-five percent (35%) or more of the combined voting power of the Company’s then outstanding voting securities; provided, however, that the event described in this subparagraph (i) shall not be deemed to be a Change of Control by virtue of the beneficial ownership, or the acquisition of beneficial ownership, of voting securities by (A) any employee benefit plan sponsored or maintained by the Company or by a person controlled by the Company; (B) any underwriter (as such term is defined in Section 2(a)(11) of the Securities Act) that beneficially owns voting securities temporarily in connection with an offering of such securities; or (C) any member of the family of Earl E. Congdon or John R. Congdon unless David S. Congdon, acting in good faith, provides written notice to the Company that David S. Congdon believes, and within twenty (20) business days after the Company receipt of David S. Congdon’s notice a majority of the independent members of the Board of Directors determines, that the beneficial ownership of voting securities by such family member creates a substantial threat to corporate policyfor one-year terms and effectiveness. For the purpose of clause (C) above, “family” means any lineal descendent, including adoptive relationships, of Earl E. Congdon or John R. Congdon, any spouse of the foregoinguntil their respective successors have been elected and any trust established by or for the benefit of any of the foregoing, and “independent” shall have the meaningqualified, as set forth in the corporate governance rulesaccompanying proxy statement. For All Withhold All For All Except Nominees: 01) Sherry A. Aaholm 02) David S. Congdon 03) John R. Congdon, Jr. 04) Andrew S. Davis 05) Bradley R. Gabosch 06) Greg C. Gantt 07) Patrick D. Hanley 08) John D. Kasarda 09) Wendy T. Stallings 10) Thomas A. Stich, III 11) Leo H. Suggs The Board of Directors recommends that you vote FOR the following proposal: 2. Approval , on an advisory basis, of the principal exchange on which the Common Stock is listed; or
(ii)    The date there shall have been a change in a majority of the Board within a twelve (12)-month period unless the nomination for election by the Company’s shareholders of each new Director was approved by the vote of two-thirds (2/3) or more of the members of the Board (or a committee of the Board, if nominations are approved by a Board committee rather than the Board) then still in office who were in office at the beginning of the twelve (12)-month period; or
(iii)    The date of the consummation of a merger, share exchange or consolidation of the Company with any other corporation or entity regardless of which entity is the survivor, other than a merger, share exchange or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving or acquiring entity) at least sixty percent (60%) of the combined voting power of the voting securities of the Company or such surviving or acquiring entity outstanding immediately after such merger, share exchange or consolidation; or
(iv)    The effective date of the sale or disposition by the Company of all or substantially allcompensation of the Company’s assets.
Fornamed executive officers. The Board of Directors recommends that you vote for 1 Year on the purposes herein,following proposal: 3. Vote, on an advisory basis, on the term “person” shall mean any individual, corporation, partnership, group, association or other person, as such term is defined in Section 13(d)(3) or Section 14(d)(2) frequency
of future advisory votes on the Exchange Act, other than the Company, a Subsidiary of the Company or any employee benefit plan(s) sponsored or maintained by the Company or any Subsidiary thereof, and the term “beneficial owner” shall have the meaning given the term in Rule 13d-3 under the Exchange Act.


For the purposes of clarity, a transaction shall not constitute a Change of Control if its principal purpose is to change the state compensation
of the Company’s incorporation, create a holding companynamed executive officers. The Board of Directors recommends that would be owned in substantiallyyou vote FOR the same proportions byfollowing proposal: 4. Ratification of the persons who heldappointment of Ernst & Young LLP as the Company’s securities immediatelyindependent registered public accounting firm for the year ending December 31, 2023. NOTE: Such other business as may properly come before such transactionthe meeting or is another transaction of other similar effect.
Notwithstandingany adjournment thereof. For Against Abstain To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the preceding provisions of Section 3(h), in the event that any Awards granted under the Plan are deemed to be deferred compensation subject to (and not exempt from) the provisions of Code Section 409A, then distributions related to such Awards to be made upon a Change of Control may be permitted, in the Administrator’s discretion, upon the occurrence of one or morenumber(s) of the following events (as they are defined and interpreted under Code Section 409A): (A) a changenominee(s) on the line below. IF NO SPECIFICATION IS MADE WITH RESPECT TO A MATTER WHERE A BALLOT IS PROVIDED THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS. These shares should be represented at the meeting either in person or by your properly completed proxy. The meeting will be held Wednesday, May 17, 2023, at 10:00 a.m. Eastern Daylight Time, at the ownership of the Company; (B) a change in effective control of the Company; or (C) a change in the ownership of a substantial portion of the assets of the Company.
(i)    Code means the Internal Revenue Code of 1986, as amended. Any reference herein to a specific Code Section shall be deemed to include all related regulations or other guidance with respect to such Code section.
(j)    Committee means the Compensation Committee of the Board (or a subcommittee thereof), or such other committee of the Board which may be appointed to administer the Plan in whole or in part.
(k)    Common Stock means the common stockprincipal executive offices of Old Dominion Freight Line, Inc., $0.10 par value, or any successor securities thereto.
(l)    Company means500 Old Dominion Freight Line, Inc., a Virginia corporation, together with any successor thereto. In the Administrator’s discretion, the term “Company” may also refer to the Company and any or all of its Affiliates.
(m)    Covered Employee shall have the meaning given the term in Code Section 162(m).
(n)    Deferred Stock Unit means a Restricted Stock Unit, the terms of which may, in the Administrator’s discretion, provide for delivery of shares of Common Stock, cash or a combination thereof on a date or dates subsequent to the date the Award is earned and vested,Way, Thomasville, North Carolina 27360. PLEASE SIGN AND SEND IN YOUR PROXY THE UNDERSIGNED HEREBY RATIFIES AND CONFIRMS ALL THAT SAID AGENTS, OR ANY OF THEM OR THEIR SUBSTITUES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTURE HEREOF, AND ACKNOWLEDGES RECEIPT OF THE NOTICE OF THE ANNUAL MEETING, THE ACCOMPANYING PROXY STATEMENT AND THE ANNUAL REPORT TO SHAREHOLDERS FOR THE YEAR ENDED DECEMBER 31, 2022. Please sign exactly as provided in Section 9.
(o)    Director means a non-employee member of the Board.
(p)    Disability shall, unless otherwise provided in an Award Agreement or determined by the Administrator (taking into account any Code Section 409A considerations),your name(s) appear(s) hereon. When signing as applied to any Participant, having the meaning given in any employment agreement, change in control agreementattorney, executor, administrator, or other similar agreement, if any, to which the Participant isfiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a party,corporation or if there is no such agreement (or if such agreement does not define “Disability”), “Disability” shall mean the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death, or which has lasted or can be expected to last for a continuous period of not less than 12 months. The Administrator shall have authority to determine if a Disability has occurred.
(q)    Dividend Equivalent Award means a right granted to a Participant pursuant to Section 13 to receive the equivalent value (in cash or shares of Common Stock) of dividends paid on Common Stock.
(r)    Effective Date means the effective date of the Plan, as provided in Section 2.
(s)    Employee means any person who is an employee of the Company or any Affiliate (including entities which become Affiliates after the Effective Date). For this purpose, an individual shall be considered to be an Employee only if there exists between the individual and the Company or an Affiliate the legal and bona fide relationship of employer and employee (taking into account Code Section 409A considerations if and to the extent applicable); provided, however, that with respect to Incentive Options, “Employee” means any person who is considered an employee of the Company or any Parent or Subsidiary for purposes of Treasury Regulation Section 1.421-1(h).


(t)    Exchange Act means the Securities Exchange Act of 1934, as amended.
(u)    Exercise Price means the price at which an Option or SAR may be exercised, as provided in Section 7(b) and Section 8(a), respectively.
(v)    Fair Market Value per share of the Common Stock shall be established by the Administrator and, unless otherwise determined by the Administrator, the Fair Market Value shall be determined in accordance with the following provisions: (A) if the shares of Common Stock are listed for trading on The NASDAQ Stock Market LLC (“Nasdaq”) or another national or regional stock exchange, the Fair Market Value shall be the closing sales price per share of the shares on Nasdaq or other principal stock exchange on which such securities are listed on the date an Award is granted or other determination is made (such date of determination being referred to herein as a “valuation date”), or, if there is no transaction on such date, then on the trading date nearest preceding the valuation date for which closing price information is available, and, provided further, if the shares are not listed for trading on Nasdaq or another stock exchange but are regularly quoted on an automated quotation system (including the OTC Bulletin Board and the quotations published by the OTC Markets Group) or by a recognized securities dealer, the Fair Market Value shall be the closing sales price for such shares as quoted on such system or by such securities dealer on the valuation date, but if selling prices are not reported, the Fair Market Value of a share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the valuation date (or, if no such prices were reported on that date, on the last date such prices were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or (B) if the shares of Common Stock are not listed or reported in any of the foregoing, then the Fair Market Value shall be determined by the Administrator based on such valuation measures or other factors as it deems appropriate. Notwithstanding the foregoing, (i) with respect to the grant of Incentive Options, the Fair Market Value shall be determined by the Administrator in accordance with the applicable provisions of Section 20.2031-2 of the Federal Estate Tax Regulations, or in any other manner consistent with Code Section 422; and (ii) Fair Market Value shall be determined in accordance with Code Section 409A if and to the extent required.
(w)    Freestanding SAR means a SAR that is granted without relation to an Option, as provided in Section 8.
(x)    Full Value Award means an Award, other than in the form of an Option or SAR, which is settled by the issuance of Common Stock.
(y)    Good Reason means, unless otherwise provided in an Award Agreement or determined by the Administrator, in the context of a Change of Control, a Participant’s termination of employment or service resulting from the Participant’s (i) termination for “Good Reason” as defined under the Participant’s employment agreement, change in control agreement or other similar agreement with the Company or an Affiliate, if any, or (ii) if the Participant has not entered into any such agreement (or, if any such agreement does not define “Good Reason”), then, a Participant’s termination shall be for “Good Reason” if termination results due to any of the following without the Participant’s consent: with respect to Employees, (A) a material reduction in the Participant’s base salary or cash bonus opportunity under the Company’s Performance Incentive Plan (“PIP”) or successor cash incentive plan based on a reduction in the Participant’s participation factor or similar adverse change (but not due to the Company’s failure to attain performance-based objectives applicable under such plan), as such base salary or cash bonus opportunity was in effect immediately prior to the date of the Change of Control, (B) a material diminution in the Participant’s position, authority, duties or responsibilities as in effect immediately prior to the Change of Control, or (C) the relocation of the Participant’s principal place of employment by more than fifty (50) miles from the location at which the Participant was stationed immediately prior to the Change of Control. Notwithstanding the foregoing, with respect to Directors, unless the Administrator determines otherwise, a Director’s termination from service on the Board shall be for “Good Reason” if the Participant ceases to serve as a Director, or, if the Company is not the surviving company in the Change of Control event, a member of the board of directors of the surviving entity, in either case, due to the Participant’s failure to be nominated to serve as a director of such entity or the Participant’s failure to be elected to serve as a director of such entity, but not due to the Participant’s decision not to continue service on the Board of Directors of the Company or the board of directors of the surviving entity, as the case may be. An event or condition that would otherwise constitute “Good Reason” shall constitute Good Reason only if the Company fails to rescind or cure such event or condition within thirty (30) days


after receipt from the Participant of written notice of the event which constitutes Good Reason, and Good Reason shall cease to exist for any event or condition described herein on the sixtieth (60th) day following the later of the occurrence or the Participant’s knowledge thereof, unless the Participant has given the Company written notice thereof prior to such date. In the context other than a Change of Control, “Good Reason” shall be as defined by the Administrator and set forth in the applicable Award Agreement. The determination of “Good Reason” shall be made by the Administrator and its determination shall be final and conclusive.
(z)    Incentive Option means an Option that is designated by the Administrator as an Incentive Option pursuant to Section 7 and intended to meet the requirements of incentive stock options under Code Section 422.
(aa)    Nonqualified Option means an Option granted under Section 7 that is not intended to qualify as an incentive stock option under Code Section 422.
(bb)    Option means a stock option granted under Section 7 that entitles the holder to purchase from the Company a stated number of shares of Common Stock at the Exercise Price, and subject to such terms and conditions, as may be set forth in the Plan or an Award Agreement or established by the Administrator.
(cc)    Option Period means the term of an Option, as provided in Section 7(d).
(dd)    Other Stock-Based Award means a right, granted to a Participant under Section 12, that relates to or is valued by reference to shares of Common Stock or other Awards relating to shares of Common Stock.
(ee)    Parent means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).
(ff)    Participant means an individual who is an Employee employed by, or a Director providing services to, the Company or an Affiliate who satisfies the requirements of Section 6 and is selected by the Administrator to receive an Award under the Plan.
(gg)    Performance Award means a Performance Share Award and/or a Performance Unit Award, as provided in Section 10.
(hh)    Performance Measures mean one or more performance factors or criteria which may be established by the Administrator with respect to an Award. Performance Measures may be based on such performance factors or criteria as the Administrator in its discretion may deem appropriate; provided, however, that, if and to the extent required under Code Section 162(m) with respect to Awards granted to Covered Employees that are intended to qualify as “performance-based compensation” under Code Section 162(m), such Performance Measures shall be objective and shall be based upon one or more of the following criteria (as determined by the Administrator in its discretion): (i) cash flow; (ii) return on equity; (iii) return on assets; (iv) earnings per share; (v) operations expense efficiency milestones; (vi) consolidated earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization); (vii) net income; (viii) operating income; (ix) pre-tax income; (x) book value per share; (xi) return on investment; (xii) return on capital; (xiii) improvements in capital structure; (xiv) expense management; (xv) profitability of an identifiable business unit or service offering; (xvi) maintenance or improvement of profit margins; (xvii) stock price or total shareholder return; (xviii) market share; (xix) revenues or sales; (xx) costs; (xxi) working capital; (xxii) economic wealth created; (xxiii) strategic business criteria; (xxiv) efficiency ratio(s); (xxv) operating ratio(s); (xxvi) achievement of division, group, function or corporate financial, strategic or operational goals; and (xxvii) comparisons with stock market indices or performance metrics of peer companies. The Administrator may also apply other performance factors and criteria, which need not be objective, with respect to Awards that are not intended to comply with the Code Section 162(m) qualified performance-based compensation exception. The foregoing criteria may relate to the Company, one or more of its Subsidiaries or other Affiliates or one or more of its segments, operating units or groups, divisions, departments, partnerships, joint ventures or minority investments, facilities, service offerings or any combination of the foregoing. The targeted level or levels of performance with respect to such business criteria also may be established at such levels and on such terms as the Administrator may determine, in its discretion, including but not limited to on


an absolute basis, in relation to performance in a prior performance period, relative to one or more peer group companies or indices, on a per share and/or share per capita basis, on a pre-tax or after tax basis and/or any combination thereof.
(ii)    Performance Share means an Award granted under Section 10, in an amount determined by the Administrator and specified in an Award Agreement, stated with reference to a specified number of shares of Common Stock, that entitles the holder to receive shares of Common Stock, a cash payment or a combination of Common Stock and cash (as determined by the Administrator), subject to the terms of the Plan and the terms and conditions established by the Administrator.
(jj)    Performance Unit means an Award granted under Section 10, in an amount determined by the Administrator and specified in an Award Agreement, that entitles the holder to receive shares of Common Stock, a cash payment or a combination of Common Stock and cash (as determined by the Administrator), subject to the terms of the Plan and the terms and conditions established by the Administrator.
(kk)    Phantom Stock Award means an Award granted under Section 11, entitling a Participant to a payment in cash, shares of Common Stock or a combination of cash and Common Stock (as determined by the Administrator), following the completion of the applicable vesting period and compliance with the terms of the Plan and other terms and conditions established by the Administrator.
(ll)    Plan means the Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan, as it may be amended and/or restated.
(mm)    Prior Phantom Stock Plan or Prior Phantom Stock Plans means the Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan, the Old Dominion Freight Line, Inc. Phantom Stock Plan and/or the Old Dominion Freight Line, Inc. Director Phantom Stock Plan, in each case, as amended and/or restated.
(nn)    Related SAR means a SAR granted under Section 8 that is granted in relation to a particular Option and that can be exercised only upon the surrender to the Company, unexercised, of that portion of the Option to which the SAR relates.
(oo)    Restricted Award means a Restricted Stock Award, a Restricted Stock Unit Award and/or a Deferred Stock Unit, as provided in Section 9.
(pp)    Restricted Stock Award means an Award of shares of Common Stock granted to a Participant under Section 9. Shares of Common Stock subject to a Restricted Stock Award shall cease to be restricted when, in accordance with the terms of the Plan and the terms and conditions established by the Administrator, the shares vest and become transferable and free of substantial risks of forfeiture.
(qq)    Restricted Stock Unit means an Award granted to a Participant pursuant to Section 9 which is settled, if at all, (i) by the delivery of one (1) share of Common Stock for each Restricted Stock Unit, (ii) in cash in an amount equal to the Fair Market Value of one (1) share of Common Stock for each Restricted Stock Unit, or (iii) in a combination of cash and shares equal to the Fair Market Value of one (1) share of Common Stock for each Restricted Stock Unit, as determined by the Administrator. A Restricted Stock Unit represents the unfunded promise of the Company to deliver shares of Common Stock, cash or a combination thereof, as applicable, at the end of the applicable restriction period if and only to the extent the Award vests and ceases to be subject to forfeiture, subject to compliance with the terms of the Plan and Award Agreement and any performance or other terms and conditions established by the Administrator.
(rr)    Retirement shall, unless otherwise provided in an Award Agreement or determined by the Administrator (taking into account any Code Section 409A considerations), as applied to any Participant, have the meaning given in any employment agreement, change in control agreement or other similar agreement, if any, to which the Participant is a party, or, if there is no such agreement (or if such agreement does not define “Retirement”), then “Retirement” shall, unless the Administrator determines otherwise, mean retirement in accordance with the retirement policies and


procedures established by the Company. The Administrator shall have authority to determine if a Retirement has occurred.
(ss)    SAR or Stock Appreciation Right means a stock appreciation right granted under Section 8 entitling the Participant to receive, with respect to each share of Common Stock encompassed by the exercise of such SAR, the excess, if any, of the Fair Market Value on the date of exercise over the Exercise Price, subject to the terms of the Plan and Award Agreement and any other terms and conditions established by the Administrator. References to “SARs” include both Related SARs and Freestanding SARs, unless the context requires otherwise.
(tt)    Securities Act means the Securities Act of 1933, as amended.
(uu)    Subsidiary means a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f).
(vv)    Termination Date means the date of termination of a Participant’s employment or service for any reason, as determined by the Administrator (taking into account any Code Section 409A considerations).
4.Administration of the Plan
(a)    The Plan shall be administered by the Board or, upon its delegation, by the Committee (or a subcommittee thereof). To the extent required under Rule 16b-3 adopted under the Exchange Act, the Committee shall be comprised solely of two or more “non-employee directors,” as such term is defined in Rule 16b-3, or as may otherwise be permitted under Rule 16b-3. Further, to the extent required by Code Section 162(m), the Plan shall be administered by a committee comprised of two or more “outside directors” (as such term is defined in Code Section 162(m)) or as may otherwise be permitted under Code Section 162(m). In addition, Committee members shall qualify as “independent directors” under applicable stock exchange rules if and to the extent required.
(b)    Subject to the provisions of the Plan, the Administrator shall have full and final authority in its discretion to take any action with respect to the Plan including, without limitation, the authority to (i) determine all matters relating to Awards, including selection of individuals to be granted Awards, the types of Awards, the number of shares of Common Stock, if any, subject to an Award, and all terms, conditions, restrictions and limitations of an Award; (ii) prescribe the form or forms of Award Agreements evidencing any Awards granted under the Plan; (iii) establish, amend and rescind rules and regulations for the administration of the Plan; (iv) correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award or Award Agreement; and (v) construe and interpret the Plan, Awards and Award Agreements, interpret rules and regulations for administering the Plan and make all other determinations deemed necessary or advisable for administering the Plan. In addition, (i) the Administrator shall have the authority, subject to the restrictions contained in Section 4(c) herein, to accelerate the date that any Award which was not otherwise exercisable, vested or earned shall become exercisable, vested or earned in whole or in part without any obligation to accelerate such date with respect to any other Award granted to any recipient; and (ii) the Administrator may in its sole discretion modify or extend the terms and conditions for exercise, vesting or earning of an Award (in each case, taking into account any Code Section 409A considerations). The Committee’s authority to grant Awards and authorize payments under the Plan shall not in any way restrict the authority of the Company to grant compensation to Employees or Directors under any other compensation plan, program or arrangement of the Company or an Affiliate. In addition, the Administrator shall have the authority and discretion to establish terms and conditions of Awards (including but not limited to the establishment of subplans) or other arrangements as the Administrator determines to be necessary or appropriate to conform to the applicable requirements or practices of jurisdictions outside of the United States. In addition to action by meeting in accordance with Applicable Law, any action of the Administrator with respect to the Plan may be taken by a written instrument signed by all of the members of the Board or Committee, as appropriate, and any such action so taken by written consent shall be as fully effective as if it had been taken by a majority of the members at a meeting duly held and called. All determinations of the Administrator with respect to the Plan and any Award or Award Agreement will be final and binding on the Company and all persons having or claiming an interest in any Award granted under the Plan.


(c)    Notwithstanding the provisions of Section 4(b), Awards granted to a Participant under the Plan shall be subject to a minimum vesting period of one year; provided, however, that (i) the Administrator may provide for acceleration of vesting of all or a portion of an Award in the event of a Participant's death, Disability or Retirement, or (to the extent provided in Section 14 herein) upon the occurrence of a Change of Control of the Company; (ii) the Administrator may provide for the grant of an Award to any Participant without a minimum vesting period or may accelerate the vesting of all or a portion of an Award for any reason, but only with respect to Awards for no more than an aggregate of five percent (5%) of the total number of shares of Common Stock authorized for issuance under the Plan pursuant to Section 5(a) herein, upon such terms and conditions as the Administrator shall determine; and (iii) the Administrator also may provide for the grant of Awards to Participants that have different vesting terms in the case of Awards that are substituted for other equity awards in connection with mergers, consolidations or other similar transactions, Awards that are granted as an inducement to be employed by the Company or an Affiliate or to replace forfeited awards from a former employer, or Awards that are granted in exchange for foregone cash compensation.
(d)    The Administrator may adjust or modify Performance Measures or other performance factors or terms or conditions of Awards due to extraordinary items, transactions, events or developments, or in recognition of any other unusual or infrequent events affecting the Company or the financial statements of the Company, or in response to changes in Applicable Law, accounting principles or business conditions, in each case as determined by the Administrator (provided that any adjustment or modification involving Covered Employees for compensation that is intended to qualify as “performance-based compensation” under Code Section 162(m) shall be made in an objectively determinable manner and shall be subject to any applicable Code Section 162(m) restrictions). By way of example but not limitation, the Administrator may provide with respect to any Award that any evaluation of performance shall exclude or otherwise adjust for any specified circumstance or event that occurs during a performance period, including but not limited to circumstances or events such as the following: currency fluctuations; discontinued operations; non-cash items, such as amortization, depreciation or reserves; asset impairment; significant litigation or claim judgments or settlements; changes in accounting standards; any recapitalization, restructuring, reorganization, merger, acquisition, divestiture, consolidation, spin-off, split-up, combination, liquidation, dissolution, sale of assets or other similar corporate transaction or event, and/or any other specific unusual or infrequent events or objectively determinable category thereof.
(e)    Notwithstanding the other provisions of Section 4, the Board may delegate to one or more officers of the Company the authority, within specified parameters, to grant Awards to eligible Participants, and to make any or all of the determinations reserved for the Administrator in the Plan and summarized in Section 4(b) with respect to such Awards (subject to any restrictions imposed by Applicable Law and such terms and conditions as may be established by the Administrator); provided, however, that, if and to the extent required by Section 16 of the Exchange Act or Code Section 162(m), the Participant, at the time of said grant or other determination, (i) is not deemed to be an officer or director of the Company within the meaning of Section 16 of the Exchange Act; and (ii) is not deemed to be a Covered Employee as defined under Code Section 162(m). To the extent that the Administrator has delegated authority to grant Awards pursuant to this Section 4(e) to an officer(s), references to the “Administrator” shall include references to such officer(s), subject, however, to the requirements of the Plan, Rule 16b-3, Code Section 162(m) and other Applicable Law.
5.Shares of Stock Subject to the Plan; Award Limitations
(a)    Shares of Stock Subject to the Plan: Subject to adjustments as provided in this Section 5, the maximum aggregate number of shares of Common Stock that may be issued pursuant to Awards granted under the Plan shall not exceed two million (2,000,000) shares. Shares delivered under the Plan shall be authorized but unissued shares or shares purchased on the open market or by private purchase. The Company hereby reserves sufficient authorized shares of Common Stock to meet the grant of Awards hereunder.
(b)    Award Limitations: Notwithstanding any provision in the Plan to the contrary, the following limitations shall apply to Awards granted under the Plan, in each case subject to adjustments pursuant to Section 5(d):


(i)    The maximum aggregate number of shares of Common Stock that may be issued under the Plan pursuant to the grant of Incentive Options shall not exceed two million (2,000,000)shares of Common Stock.
(ii)    In any twelve (12)-month period, no Participant may be granted Options and SARs that are not related to an Option for more than five hundred thousand (500,000)shares of Common Stock (or the equivalent value thereof based on the Fair Market Value per share of the Common Stock on the date of grant of such an Award).
(iii)    In any twelve (12)-month period, no Participant may be granted Awards other than Options or SARs for more than five hundred thousand (500,000) shares of Common Stock (or the equivalent value thereof based on the Fair Market Value per share of the Common Stock on the date of grant of such an Award).
(iv)    Notwithstanding the provisions of Sections 5(b)(ii) and (iii) herein, with respect to non-employee Directors, in any twelve (12)-month period, no such Director may be granted Awards for more than fifty thousand (50,000) shares of Common Stock (or the equivalent value thereof based on the Fair Market Value per share of Common Stock on the date of grant of such an Award); provided, however, that any Director cash retainer fees or other fees that are settled in shares of Common Stock shall not be subject to this limitation.
(v)    In the Administrator’s discretion, shares of Common Stock authorized under the Plan may be issued to settle phantom stock awards granted under the Prior Phantom Stock Plans in the event that the Administrator determines that such awards shall be settled in whole or in part in shares of Common Stock, rather than settlement solely in cash. Notwithstanding the provisions of Section 5(b)(iii) and Section 5(b)(iv) herein, in the event that the Administrator determines that any or all phantom stock awards granted under the Prior Phantom Stock Plans shall be settled in shares of Common Stock under the Plan, such awards shall not be subject to the limitations stated in Section 5(b)(iii) or Section 5(b)(iv) herein to the extent such Prior Phantom Stock Plan awards were outstanding on the Effective Date.
(For purposes of Section 5(b)(ii), (iii) and (iv), an Option and Related SAR shall be treated as a single award.)
(c)    Additional Share Counting Provisions. The following provisions shall apply with respect to the share limitations of Section 5(a):
(i)    For purposes of determining the number of shares of Common Stock to be counted against the maximum share limit set forth in Section 5(a), each share of Common Stock subject to an Award shall be counted against the limit as one (1) share.
(ii)    To the extent that an Award is canceled, terminates, expires, is forfeited or lapses for any reason, any such unissued or forfeited shares subject to the Award will again be available for issuance pursuant to Awards granted under the Plan.
(iii)    Awards settled in cash shall not be counted against the share limitations stated in Section 5(a) herein.
(iv)    Dividends, including dividends paid in shares, or dividend equivalents paid in cash in connection with outstanding Awards, will not be counted towards the share limitations in Section 5(a).
(v)    To the extent that the full number of shares subject to an Award other than an Option or SAR is not issued for any reason, including by reason of failure to achieve performance factors or criteria, only the number of shares issued and delivered shall be considered for purposes of determining the number of shares remaining available for issuance pursuant to Awards granted under the Plan.
(vi)    The following shares of Common Stock may not again be made available for issuance as Awards under the Plan: (A) shares withheld from an Award or delivered by a Participant to satisfy tax


withholding requirements for Awards; (B) shares not issued or delivered as a result of the net settlement of an outstanding Award; (C) shares withheld or delivered to pay the Exercise Price related to an outstanding Award; or (D) shares repurchased on the open market with the proceeds of the Exercise Price.
(vii)    Further, (A) shares issued under the Plan through the settlement, assumption or substitution of outstanding awards granted by another entity or obligations to grant future awards as a condition of or in connection with a merger, acquisition or similar transaction involving the Company acquiring another entity shall not reduce the maximum number of shares available for delivery under the Plan, and (B) available shares under a shareholder approved plan of an acquired company (as appropriately adjusted to reflect the transaction) may be used for Awards under the Plan and will not reduce the maximum number of shares available under the Plan, subject, in the case of both (A) and (B) herein, to applicable stock exchange listing requirements.
(d)    Adjustments; Right to Issue Additional Securities: If there is any change in the outstanding shares of Common Stock because of a merger, change in control, consolidation, recapitalization or reorganization involving the Company, or if the Board declares a stock dividend, stock split distributable in shares of Common Stock or reverse stock split, other distribution (other than ordinary or regular cash dividends) or combination or reclassification of the Common Stock, or if there is a similar change in the capital stock structure of the Company affecting the Common Stock (excluding conversion of convertible securities by the Company and/or the exercise of warrants by their holders), then the number and type of shares of Common Stock reserved for issuance under the Plan shall be correspondingly adjusted, and the Administrator shall make such adjustments to Awards (such as the number and type of shares subject to an Award and the Exercise Price of an Award) or to any provisions of this Plan as the Administrator deems equitable to prevent dilution or enlargement of Awards or as may otherwise be advisable. Nothing in the Plan, an Award or an Award Agreement shall limit the ability of the Company to issue additional securities of any type or class.
6.Eligibility
An Award may be granted only to an individual who satisfies all of the following eligibility requirements on the date the Award is granted:
(a)    The individual is either (i) an Employee or (ii) a Director.
(b)    With respect to the grant of Incentive Options, the individual is otherwise eligible to participate under this Section 6, is an Employee of the Company or a Parent or Subsidiary and does not own, immediately before the time that the Incentive Option is granted, stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or a Parent or Subsidiary. Notwithstanding the foregoing, an Employee who owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or a Parent or Subsidiary may be granted an Incentive Option if the Exercise Price is at least one hundred ten percent (110%) of the Fair Market Value of the Common Stock, and the Option Period does not exceed five (5) years. For this purpose, an individual will be deemed to own stock which is attributable to him or her under Code Section 424(d).
(c)    With respect to the grant of substitute awards or assumption of awards in connection with a merger, consolidation, acquisition, reorganization or similar transaction involving the Company or an Affiliate, the recipient is otherwise eligible to receive the Award and the terms of the award are consistent with the Plan and Applicable Law.
(d)    The individual, being otherwise eligible under this Section 6, is selected by the Administrator as an individual to whom an Award shall be granted (as defined above, a “Participant”).
7.Options
(a)    Grant of Options: Subject to the terms of the Plan, the Administrator may in its discretion grant Options to such eligible Participants in such numbers, subject to such terms and conditions, and at such times as the Administrator shall determine. Both Incentive Options and Nonqualified Options may be granted under the Plan, as determined by the Administrator; provided, however, that Incentive Options may only be granted to Employees of the Company or a Parent or Subsidiary. To the extent that an Option is designated as an Incentive Option but does not qualify as such


under Code Section 422, the Option (or portion thereof) shall be treated as a Nonqualified Option. An Option may be granted with or without a Related SAR.
(b)    Exercise Price: The Exercise Price per share at which an Option may be exercised shall be established by the Administrator and stated in the Award Agreement evidencing the grant of the Option; provided, that (i) the Exercise Price of an Option shall be no less than one hundred percent (100%) of the Fair Market Value per share of the Common Stock as determined on the date the Option is granted (or one hundred ten percent (110%) of the Fair Market Value with respect to Incentive Options granted to an Employee who owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or a Parent or Subsidiary, as provided in Section 6(b)); and (ii) in no event shall the Exercise Price per share of any Option be less than the par value per share of the Common Stock. Notwithstanding the foregoing, the Administrator may in its discretion authorize the grant of substitute or assumed options of an acquired entity with an Exercise Price not equal to one hundred percent (100%) of the Fair Market Value of the stock on the date of grant, if the terms of such substitution or assumption otherwise comply, to the extent deemed applicable, with Code Section 409A and/or Code Section 424(a).
(c)    Date of Grant: An Option shall be considered to be granted on the date that the Administrator acts to grant the Option, or on such later date as may be established by the Administrator in accordance with Applicable Law.
(d)    Option Period and Limitations on the Right to Exercise Options:
(v)    The Option Period shall be determined by the Administrator at the time the Option is granted and shall be stated in the Award Agreement. The Option Period shall not extend more than ten (10) years from the date on which the Option is granted (or five (5) years with respect to Incentive Options granted to an Employee who owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or a Parent or Subsidiary, as provided in Section 6(b)). Any Option or portion thereof not exercised before expiration of the Option Period shall terminate. The period or periods during which, and the terms and conditions pursuant to which, an Option may vest and become exercisable shall be determined by the Administrator in its discretion, subject to the terms of the Plan (including but not limited to the provisions of Section 4(c) herein).
(vi)    An Option may be exercised by giving written notice to the Company in form acceptable to the Administrator at such place and subject to such conditions as may be established by the Administrator or its designee. Such notice shall specify the number of shares to be purchased pursuant to an Option and the aggregate purchase price to be paid therefor and shall be accompanied by payment of such purchase price. Unless an Award Agreement provides otherwise, such payment shall be in the form of cash or cash equivalent; provided that, except where prohibited by the Administrator or Applicable Law (and subject to such terms and conditions as may be established by the Administrator), payment may also be made:
(A)    By delivery (by either actual delivery or attestation) of shares of Common Stock owned by the Participant for such time period, if any, as may be determined by the Administrator;
(B)    By shares of Common Stock withheld upon exercise;
(C)    By delivery of written notice of exercise to the Company and delivery to a broker of written notice of exercise and irrevocable instructions to promptly deliver to the Company the amount of sale or loan proceeds to pay the Exercise Price;
(D)    By such other payment methods as may be approved by the Administrator and which are acceptable under Applicable Law; and/or
(E)    By any combination of the foregoing methods.
Shares delivered or withheld in payment on the exercise of an Option shall be valued at their Fair Market Value on the date of exercise, as determined by the Administrator or its designee.


(vii)    The Administrator shall determine the extent, if any, to which a Participant may have the right to exercise an Option following termination of the Participant’s employment or service with the Company. Such rights, if any, shall be subject to the sole discretion of the Administrator, shall be stated in the individual Award Agreement, need not be uniform among all Options issued pursuant to this Section 7, and may reflect distinctions based on the reasons for termination of employment or service.
(e)    Notice of Disposition: If shares of Common Stock acquired upon exercise of an Incentive Option are disposed of within two (2) years following the date of grant or one (1) year following the transfer of such shares to a Participant upon exercise, the Participant shall, promptly following such disposition, notify the Company in writing of the date and terms of such disposition and provide such other information regarding the disposition as the Administrator may reasonably require.
(f)    Limitation on Incentive Options: In no event shall there first become exercisable by an Employee in any one calendar year Incentive Options granted by the Company or any Parent or Subsidiary with respect to shares having an aggregate Fair Market Value (determined at the time an Incentive Option is granted) greater than $100,000; provided that, if such limit is exceeded, then the first $100,000 of shares to become exercisable in such calendar year will be Incentive Options and the Options (or portion thereof) for shares with a value in excess of $100,000 that first became exercisable in that calendar year will be Nonqualified Options.
8.Stock Appreciation Rights
(a)    Grant of SARs: Subject to the terms of the Plan, the Administrator may in its discretion grant SARs to such eligible Participants, in such numbers, upon such terms and at such times as the Administrator shall determine. SARs may be granted to the holder of an Option (a “Related Option”) with respect to all or a portion of the shares of Common Stock subject to the Related Option (a “Related SAR”) or may be granted separately to an eligible individual (a “Freestanding SAR”). The Exercise Price per share of a SAR shall be no less than one hundred percent (100%) of the Fair Market Value per share of the Common Stock on the date the SAR is granted. Notwithstanding the foregoing, the Administrator may in its discretion authorize the grant of substitute or assumed SARs of an acquired entity with an Exercise Price per share not equal to at least one hundred percent (100%) of the Fair Market Value of the stock on the date of grant, if the terms of such substitution or assumption otherwise comply, to the extent deemed applicable, with Code Section 409A and/or Code Section 424(a). A SAR shall be considered to be granted on the date that the Administrator acts to grant the SAR, or on such other date as may be established by the Administrator in accordance with Applicable Law.
(b)    Related SARs: A Related SAR may be granted either concurrently with the grant of the Related Option or (if the Related Option is a Nonqualified Option) at any time thereafter prior to the complete exercise, termination, expiration or cancellation of such Related Option. The Exercise Price of a Related SAR shall be equal to the Exercise Price of the Related Option. Related SARs shall be exercisable only at the time and to the extent that the Related Option is exercisable (and may be subject to such additional limitations on exercisability as the Administrator may provide in an Award Agreement), and in no event after the complete termination or full exercise of the Related Option. Notwithstanding the foregoing, a Related SAR that is related to an Incentive Option may be exercised only to the extent that the Related Option is exercisable and only when the Fair Market Value exceeds the Exercise Price of the Related Option. Upon the exercise of a Related SAR granted in connection with a Related Option, the Option shall be canceled to the extent of the number of shares as to which the SAR is exercised, and upon the exercise of a Related Option, the Related SAR shall be canceled to the extent of the number of shares as to which the Related Option is exercised or surrendered.
(c)    Freestanding SARs: A SAR may be granted without relationship to an Option (as defined above, a “Freestanding SAR”) and, in such case, will be exercisable upon such terms and subject to such conditions as may be determined by the Administrator, subject to the terms of the Plan.


(d)    Exercise of SARs:
(i)    Subject to the terms of the Plan (including but not limited to Section 4(c) herein), SARs shall be vested and exercisable in whole or in part upon such terms and conditions as may be established by the Administrator. The period during which a SAR may be exercisable shall not exceed ten (10) years from the date of grant or, in the case of Related SARs, such shorter Option Period as may apply to the Related Option. Any SAR or portion thereof not exercised before expiration of the period established by the Administrator shall terminate.
(ii)    SARs may be exercised by giving written notice to the Company in form acceptable to the Administrator at such place and subject to such terms and conditions as may be established by the Administrator or its designee. Unless the Administrator determines otherwise, the date of exercise of a SAR shall mean the date on which the Company shall have received proper notice from the Participant of the exercise of such SAR.
(iii)    The Administrator shall determine the extent, if any, to which a Participant may have the right to exercise a SAR following termination of the Participant’s employment or service with the Company. Such rights, if any, shall be determined in the sole discretion of the Administrator, shall be stated in the individual Award Agreement, need not be uniform among all SARs issued pursuant to this Section 8, and may reflect distinctions based on the reasons for termination of employment or service.
(e)    Payment Upon Exercise: Subject to the terms of the Plan, upon the exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying (i) the excess, if any, of the Fair Market Value of a share of Common Stock on the date of exercise of the SAR over the Exercise Price of the SAR, by (ii) the number of shares of Common Stock with respect to which the SAR is being exercised. The consideration payable upon exercise of a SAR shall be paid in cash, shares of Common Stock (valued at Fair Market Value on the date of exercise of the SAR) or a combination of cash and shares of Common Stock, as determined by the Administrator.
9.Restricted Awards
(a)    Grant of Restricted Awards: Subject to the terms of the Plan, the Administrator may in its discretion grant Restricted Awards to such Participants, for such numbers of shares of Common Stock, upon such terms and at such times as the Administrator shall determine. Such Restricted Awards may be in the form of Restricted Stock Awards, Restricted Stock Units and/or Deferred Stock Units that are subject to certain conditions, which conditions must be met in order for the Restricted Award to vest and be earned (in whole or in part) and no longer subject to forfeiture. Restricted Stock Awards shall be payable in shares of Common Stock. Restricted Stock Units and Deferred Stock Units shall be payable in cash or shares of Common Stock, or partly in cash and partly in shares of Common Stock, in accordance with the terms of the Plan and the discretion of the Administrator. Subject to the provisions of Section 4(c) herein, the Administrator shall determine the nature, length and starting date of the period, if any, during which a Restricted Award may vest and be earned (the “Restriction Period”), and shall determine the conditions which must be met in order for a Restricted Award to be granted, vested, earned and/or distributable (in whole or in part), which conditions may include, but are not limited to, payment of a stipulated purchase price, attainment of performance objectives, continued service or employment for a certain period of time, a combination of attainment of performance objectives and continued service, Retirement, Disability, death or other termination of employment or service or a combination of such or other conditions. In the case of Restricted Awards based in whole or in part upon performance factors or criteria, the Administrator shall determine the Performance Measures applicable to such Restricted Awards (subject to Section 3(hh)).
(b)    Vesting of Restricted Awards: Subject to the terms of the Plan (and taking into account any Code Section 409A considerations), the Administrator shall have sole authority to determine whether and to what degree Restricted Awards have vested and been earned and are payable and to establish and interpret the terms and conditions of Restricted Awards.


(c)    Termination of Employment or Service; Forfeiture: Unless the Administrator determines otherwise, if the employment or service of a Participant shall be terminated for any reason (whether by the Company or the Participant and whether voluntary or involuntary) and all or any part of a Restricted Award has not vested or been earned pursuant to the terms of the Plan and related Award Agreement, such Award, to the extent not then vested or earned, shall be forfeited immediately upon such termination and the Participant shall have no further rights with respect thereto.
(d)    Share Certificates; Escrow: Unless the Administrator determines otherwise, a certificate or certificates representing the shares of Common Stock subject to a Restricted Stock Award shall be issued in the name of the Participant (or, in the case of uncertificated shares, other written evidence of ownership in accordance with Applicable Law shall be provided) after the Award has been granted. Notwithstanding the foregoing, the Administrator may require that (i) a Participant deliver the certificate(s) (or other instruments) for such shares to the Administrator or its designee to be held in escrow until the Restricted Stock Award vests and is no longer subject to a substantial risk of forfeiture (in which case the shares will be promptly released to the Participant) or is forfeited (in which case the shares shall be returned to the Company); and/or (ii) a Participant deliver to the Company a stock power, endorsed in blank (or similar instrument), relating to the shares subject to the Restricted Stock Award which are subject to forfeiture. Unless the Administrator determines otherwise, a certificate or certificate representing shares of Common Stock issuable pursuant to a Restricted Stock Unit or a Deferred Stock Unit shall be issued in the name of the Participant (or, in the case of uncertificated shares, other written evidence of ownership in accordance with Applicable Law shall be provided) promptly after the Award (or portion thereof) has vested and been earned and is distributable.
(e)    Deferred Stock Units: A Deferred Stock Unit represents the unfunded promise of the Company to deliver shares of Common Stock, cash or a combination thereof, as applicable, if and to the extent that the Award has vested and is eligible for distribution (including, by way of example only, distribution upon termination of employment or service or upon a specified date or dates, and taking into account any Code Section 409A considerations), subject to compliance with the terms of the Plan and Award Agreement and any other terms and conditions established by the Administrator. A Deferred Stock Unit shall be settled, if at all, (i) by the delivery of one (1) share of Common Stock for each Deferred Stock Unit, (ii) in cash in an amount equal to the Fair Market Value of one (1) share of Common Stock for each Deferred Stock Unit or (iii) in a combination of cash and shares equal to the Fair Market Value of one (1) share of Common Stock for each Deferred Stock Unit, as determined by the Administrator.
10.Performance Awards
(a)    Grant of Performance Awards: Subject to the terms of the Plan, the Administrator may in its discretion grant Performance Awards to such eligible Participants upon such terms and conditions and at such times as the Administrator shall determine. Performance Awards may be in the form of Performance Shares and/or Performance Units. Subject to Section 5(b), the Administrator shall have discretion to determine the number of Performance Units and/or Performance Shares granted to any Participant. Subject to the provisions of Section 4(c) herein, the Administrator shall determine the nature, length and starting date of the period during which a Performance Award may be earned (the “Performance Period”), and shall determine the conditions which must be met in order for a Performance Award to be granted or to vest or be earned (in whole or in part), which conditions may include but are not limited to payment of a stipulated purchase price, attainment of performance objectives, continued service or employment for a certain period of time, a combination of such conditions or other conditions. Subject to Section 3(hh), the Administrator shall determine the Performance Measures applicable to such Performance Awards.
(b)    Earning of Performance Awards: Subject to the terms of the Plan (and taking into account any Code Section 409A considerations), the Administrator shall have sole authority to determine whether and to what degree Performance Awards have been earned and are payable and to interpret the terms and conditions of Performance Awards.
(c)    Form of Payment: Payment of the amount to which a Participant shall be entitled upon earning a Performance Award shall be made in cash, shares of Common Stock or a combination of cash and shares of Common Stock, as determined by the Administrator in its sole discretion. Payment may be made in a lump sum or upon such terms as may be established by the Administrator (taking into account any Code Section 409A considerations).


(d)    Termination of Employment or Service; Forfeiture: Unless the Administrator determines otherwise (taking into account any Code Section 409A considerations), if the employment or service of a Participant shall terminate for any reason (whether by the Company or the Participant and whether voluntary or involuntary) and the Participant has not earned all or part of a Performance Award pursuant to the terms of the Plan and related Award Agreement, such Award, to the extent not then earned, shall be forfeited immediately upon such termination and the Participant shall have no further rights with respect thereto.
11.Phantom Stock Awards
(a)    Grant of Phantom Stock Awards: Subject to the terms of the Plan (including but not limited to Section 4(c) herein), the Administrator may in its discretion grant Phantom Stock Awards to such eligible Participants, in such numbers, upon such terms and at such times as the Administrator shall determine. A Phantom Stock Award is an Award to a Participant of a number of hypothetical share units with respect to shares of Common Stock, with a value based on the Fair Market Value of a share of Common Stock.
(b)    Vesting of Phantom Stock Awards: Subject to the terms of the Plan (including but not limited to Section 4(c) herein) (and taking into account any Code Section 409A considerations), the Administrator shall have sole authority to determine whether and to what degree Phantom Stock Awards have vested, been earned and are payable and to interpret the terms and conditions of Phantom Stock Awards.
(c)    Termination of Employment or Service; Forfeiture: Unless the Administrator determines otherwise (taking into account any Code Section 409A considerations), if the employment or service of a Participant shall be terminated for any reason (whether by the Company or the Participant and whether voluntary or involuntary) and all or any part of a Phantom Stock Award has not vested and become payable pursuant to the terms of the Plan and related Award Agreement, such Award, to the extent not then vested and earned, shall be forfeited immediately upon such termination and the Participant shall have no further rights with respect thereto.
(d)    Payment of Phantom Stock Awards: Upon vesting of all or a part of a Phantom Stock Award and satisfaction of such other terms and conditions as may be established by the Administrator, the Participant shall be entitled to a payment of an amount equal to the Fair Market Value of one (1) share of Common Stock with respect to each such Phantom Stock unit which has vested, been earned and is payable. Payment may be made, in the discretion of the Administrator, in cash or in shares of Common Stock valued at their Fair Market Value on the applicable vesting date or dates (or other date or dates determined by the Administrator), or in a combination thereof. Payment may be made in a lump sum or upon such terms as may be established by the Administrator (taking into account any Code Section 409A considerations).
(e)    Awards Under Prior Phantom Stock Plans: Notwithstanding the other provisions herein, unless the Administrator determines otherwise (and subject to any Code Section 409A considerations), if and to the extent that any phantom stock awards granted under a Prior Phantom Stock Plan are settled in shares of Common Stock under the Plan as provided in Section 5(b)(v), such awards shall be governed by the terms of the applicable Prior Phantom Stock Plan and related award agreement.
12.Other Stock-Based Awards
The Administrator shall have the authority to grant Other Stock-Based Awards to one or more eligible Participants. Such Other Stock-Based Awards may be valued in whole or in part by reference to, or otherwise based on or related to, shares of Common Stock or Awards for shares of Common Stock, including but not limited to Other Stock-Based Awards granted in lieu of bonus, salary or other compensation, Other Stock-Based Awards granted with vesting or performance conditions and/or Other Stock-Based Awards granted without being subject to vesting or performance conditions (subject to the terms of Section 4(c) herein). Subject to the provisions of the Plan, the Administrator shall determine the number of shares of Common Stock to be awarded to a Participant under (or otherwise related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled in cash, shares of Common Stock, other securities or any other form of property as the Administrator may determine, or a combination of such forms of consideration; and the other terms and conditions of such Awards.


13.Dividends and Dividend Equivalents
The Administrator may, in its sole discretion, provide that Awards other than Options and SARs earn dividends or dividend equivalents; provided, however, that dividends and dividend equivalents, if any, on unearned or unvested performance-based Awards shall not be paid (even if accrued) unless and until the underlying Award (or portion thereof) has vested and/or been earned. Such dividends or dividend equivalents may be paid currently or may be credited to a Participant’s account. Any crediting of dividends or dividend equivalents may be subject to such additional restrictions and conditions as the Administrator may establish, including reinvestment in additional shares of Common Stock or share equivalents. Notwithstanding the other provisions herein, any dividends or dividend equivalent rights related to an Award shall be structured in a manner so as to avoid causing the Award and related dividends or dividend equivalent rights to be subject to Code Section 409A or shall otherwise be structured so that the Award and dividends or dividend equivalent rights are in compliance with Code Section 409A.
14.Change of Control
Notwithstanding any other provision in the Plan to the contrary, the following provisions shall apply in the event of a Change of Control (except to the extent, if any, otherwise required under Code Section 409A):
(a)    To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for an Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator prior to the Change of Control) as Awards outstanding under the Plan immediately prior to the Change of Control event, (i) all outstanding Options and SARs shall become fully vested and exercisable, whether or not then otherwise vested and exercisable; and (ii) any restrictions, including but not limited to the Restriction Period, Performance Period and/or performance factors or criteria applicable to any outstanding Awards other than Options or SARs shall be deemed to have been met, and such Awards shall become fully vested, earned and payable to the fullest extent of the original grant of the applicable Award (or, in the case of performance-based Awards the earning of which is based on attaining a target level of performance, such Awards shall be deemed earned at the greater of actual performance or target performance).
(b)    Further, in the event that an Award is substituted, assumed or continued as provided in Section 14(a) herein, the Award will nonetheless become vested (and, in the case of Options and SARs, exercisable)partnership, please sign in full and any restrictions, including but not limited to the Restriction Period, Performance Period and/corporate or performance factors or criteria applicable to any outstanding Award shall be deemed to have been met, and such Awards shall become fully vested, earned and payable to the fullest extent of the original award (or, in the case of performance-based Awards the earning of which is based on attaining a target level of performance, such Awards shall be deemed earned at the greater of actual performance or target performance), if the employment or service of the Participant is terminated within six months before (in which case vesting shall not occur until the effective date of the Change of Control) or one year (or such other period after a Change of Control as may be stated in a Participant’s employment, change in control or other similar agreement, plan or policy, if applicable) after the effective date of a Change of Control if such termination of employment or service (i) ispartnership name by the Company not for Cause or (ii) is by the Participant for Good Reason. For clarification, for the purposes of this Section 14, the “Company” shall include any successor to the Company.
15.Nontransferability of Awards
Incentive Options shall not be transferable (including by sale, assignment, pledge or hypothecation) other than transfers by will or the laws of intestate succession or, in the Administrator’s discretion, such transfers as may otherwise be permitted in accordance with Treasury Regulation Section 1.421-1(b)(2) or Treasury Regulation Section 1.421-2(c). Awards other than Incentive Options shall not be transferable (including by sale, assignment, pledge or hypothecation) other than by will or the laws of intestate succession, except for transfers if and to the extent permitted by the Administrator in a manner consistent with the registration provisions of the Securities Act. Except as may be permitted by the preceding, an Option or SAR shall be exercisable during the Participant’s lifetime only by him or her or by his or her guardian or legal representative. The designation of a beneficiary in accordance with the Plan does not constitute a transfer.


16.Withholding
The Company shall withhold all required local, state, federal, foreign and other taxes and any other amount required to be withheld by any governmental authority or law from any amount payable in cash with respect to an Award. Prior to the delivery or transfer of any certificate for shares or any other benefit conferred under the Plan, the Company shall require any Participant or other person to pay to the Company in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by the Company to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may in its discretion establish procedures to require or permit a recipient to satisfy such obligations in whole or in part, and any local, state, federal, foreign or other income tax obligations relating to such an Award, by delivery to the Company of shares of Common Stock held by the Participant (which are fully vested and not subject to any pledge or other security interest) and/or by the Company withholding shares of Common Stock from the shares to which the recipient is otherwise entitled. The number of shares to be withheld or delivered shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to (but not exceeding) the amount of such obligations being satisfied. Such withholding obligations shall be subject to such terms and procedures as may be established by the Administrator. The Participant shall remain responsible at all times for paying any federal, state, foreign and/or local income or employment tax due with respect to any Award, and the Company shall not be liable for any interest or penalty that a Participant incurs by failing to make timely payments of tax or otherwise.
17.Amendment and Termination of the Plan and Awards
(a)    Amendment and Termination of Plan; Prohibition on Repricing: The Plan may be amended, altered, suspended and/or terminated at any time by the Board; provided, that (i) approval of an amendment to the Plan by the shareholders of the Company shall be required to the extent, if any, that shareholder approval of such amendment is required by Applicable Law; and (ii) except for adjustments made pursuant to Section 5(d), the Company may not, without obtaining shareholder approval, (A) amend the terms of outstanding Options or SARs to reduce the Exercise Price of such outstanding Options or SARs; (B) exchange outstanding Options or SARs for cash, for Options or SARs with an Exercise Price that is less than the Exercise Price of the original Option or SAR, or for other equity awards at a time when the original Option or SAR has an Exercise Price above the Fair Market Value of the Common Stock; or (C) take other action with respect to Options or SARs that would be treated as a repricing under the rules of the principal stock exchange on which shares of the Common Stock are listed.
(b)    Amendment and Termination of Awards: The Administrator may (subject to Section 17(a)(ii) herein) amend, alter, suspend and/or terminate any Award granted under the Plan, prospectively or retroactively, but (except as otherwise provided in Section 17(c)) such amendment, alteration, suspension or termination of an Award shall not, without the written consent of a Participant with respect to an outstanding Award, materially adversely affect the rights of the Participant with respect to the Award.
(c)    Amendments to Comply with Applicable Law: Notwithstanding Section 17(a) and Section 17(b) herein, the following provisions shall apply:
(i)    The Administrator shall have unilateral authority to amend the Plan and any Award (without Participant consent) to the extent necessary to comply with Applicable Law or changes to Applicable Law (including but in no way limited to Code Section 409A, Code Section 422 and federal securities laws).
(ii)    The Administrator shall have unilateral authority to make adjustments to the terms and conditions of Awards in recognition of unusual or nonrecurring events affecting the Company or any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in Applicable Law, or accounting principles, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable accounting principles or Applicable Law.


18.Compliance with Applicable Law
The Company may impose such restrictions on Awards, shares of Common Stock and any other benefits underlying Awards hereunder as it may deem advisable, including without limitation restrictions under the federal securities laws, the requirements of any stock exchange or similar organization and any blue sky, state or foreign securities or other laws applicable to such securities. Notwithstanding any other Plan provision to the contrary, the Company shall not be obligated to issue, deliver or transfer shares of Common Stock under the Plan, make any other distribution of benefits under the Plan, or take any other action, unless such delivery, distribution or action is in compliance with Applicable Law (including but not limited to the requirements of the Securities Act). The Company will be under no obligation to register shares of Common Stock or other securities with the Securities and Exchange Commission or to effect compliance with the exemption, registration, qualification or listing requirements of any state securities laws, stock exchange or similar organization, and the Company will have no liability for any inability or failure to do so. The Company may cause a restrictive legend or legends to be placed on any certificate issued pursuant to an Award hereunder in such form as may be prescribed from time to time by Applicable Law or as may be advised by legal counsel.
19.No Right or Obligation of Continued Employment or Service or to Awards; Compliance with the Plan
Neither the Plan, an Award, an Award Agreement nor any other action related to the Plan shall confer upon a Participant any right to continue in the employ or service of the Company or an Affiliate as an Employee or Director, or interfere in any way with the right of the Company or an Affiliate to terminate the Participant’s employment or service at any time. Except as otherwise provided in the Plan, an Award Agreement or as may be determined by the Administrator, all rights of a Participant with respect to an Award shall terminate upon the termination of the Participant’s employment or service. In addition, no person shall have any right to be granted an Award, and the Company shall have no obligation to treat Participants or Awards uniformly. By participating in the Plan, each Participant shall be deemed to have accepted all of the conditions of the Plan and the terms and conditions of any rules and regulations adopted by the Administrator and shall be fully bound thereby. Any Award granted hereunder is not intended to be compensation of a continuing or recurring nature, or part of a Participant’s normal or expected compensation, and in no way represents any portion of a Participant’s salary, compensation or other remuneration for purposes of pension benefits, severance, redundancy, resignation or any other purpose.
20.General Provisions
(a)    Shareholder Rights: Except as otherwise determined by the Administrator or provided in the Plan, a Participant and his or her legal representative, legatees or distributees shall not be deemed to be the holder of any shares of Common Stock subject to an Award and shall not have any rights of a shareholder unless and until certificates for such shares have been issued and delivered to him or her or them under the Plan. A certificate or certificates for shares of Common Stock acquired upon exercise of an Option or SAR shall be issued in the name of the Participant or his or her beneficiary and distributed to the Participant or his or her beneficiary (or, in the case of uncertificated shares, other written notice of ownership in accordance with Applicable Law shall be provided) as soon as practicable following receipt of notice of exercise and, with respect to Options, payment of the Exercise Price (except as may otherwise be determined by the Company in the event of payment of the Exercise Price pursuant to Section 7(d)(ii)(C)). Except as otherwise provided in Section 9(d) regarding Restricted Stock Awards or otherwise determined by the Administrator, a certificate for any shares of Common Stock issuable pursuant to a Restricted Award, Performance Award, Phantom Stock Award or Other Stock-Based Award shall be issued in the name of the Participant or his or her beneficiary and distributed to the Participant or his or her beneficiary (or, in the case of uncertificated shares, other written notice of ownership in accordance with Applicable Law shall be provided) after the Award (or portion thereof) has vested and been earned and is distributable.
(b)    Section 16(b) Compliance: To the extent that any Participants in the Plan are subject to Section 16(b) of the Exchange Act, it is the general intention of the Company that transactions under the Plan shall comply with Rule 16b-3 under the Exchange Act and that the Plan shall be construed in favor of such Plan transactions meeting the requirements of Rule 16b-3. Notwithstanding anything in the Plan to the contrary, the Administrator, in its sole and absolute discretion, may bifurcate the Plan so as to restrict, limit or condition the use of any provision of the Plan to


Participants who are officers or directors subject to Section 16 of the Exchange Act without so restricting, limiting or conditioning the Plan with respect to other Participants.
(c)    Code Section 162(m) Performance-Based Compensation. To the extent to which Code Section 162(m) is applicable, the Company intends that compensation paid under the Plan to Covered Employees will, to the extent practicable, constitute “qualified performance-based compensation” within the meaning of Code Section 162(m), unless otherwise determined by the Administrator. Accordingly, Awards granted to Covered Employees which are intended to qualify for the performance-based exception under Code Section 162(m) shall be deemed to include any such additional terms, conditions, limitations and provisions as are necessary to comply with the performance-based compensation exemption of Code Section 162(m), unless the Administrator, in its discretion, determines otherwise. To the extent that Code Section 162(m) is applicable, the Administrator shall, within the time periods and in the manner prescribed by Code Section 162(m), select eligible Participants and define in an objective fashion the manner of calculating the Performance Measures it selects to use for Covered Employees during any specific performance period.
(d)    Unfunded Plan; No Effect on Other Plans:
(i)    The Plan shall be unfunded, and the Company shall not be required to create a trust or segregate any assets that may at any time be represented by Awards under the Plan. The Plan shall not establish any fiduciary relationship between the Company and any Participant or other person. Neither a Participant nor any other person shall, by reason of the Plan, acquire any right in or title to any assets, funds or property of the Company or any Affiliate, including, without limitation, any specific funds, assets or other property which the Company or any Affiliate, in their discretion, may set aside in anticipation of a liability under the Plan. A Participant shall have only a contractual right to shares of Common Stock or other amounts, if any, payable under the Plan, unsecured by any assets of the Company or any Affiliate. Nothing contained in the Plan shall constitute a guarantee that the assets of such entities shall be sufficient to pay any benefits to any person.
(ii)    The amount of any compensation deemed to be received by a Participant pursuant to an Award shall not constitute compensation with respect to which any other employee benefits of such Participant are determined, including, without limitation, benefits under any bonus, pension, profit sharing, life insurance or salary continuation plan, except as otherwise specifically provided by the terms of such plan or as may be determined by the Administrator.
(iii)    Except as otherwise provided in the Plan, the adoption of the Plan shall not affect any other stock incentive or other compensation plans in effect for the Company or any Affiliate, nor shall the Plan preclude the Company from establishing any other forms of stock incentive or other compensation for employees or service providers of the Company or any Affiliate.
(e)    Governing Law: The Plan and Awards shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to the conflict of laws provisions of any state, and in accordance with applicable federal laws of the United States.
(f)    Beneficiary Designation: The Administrator may, in its discretion, permit a Participant to designate in writing a person or persons as beneficiary, which beneficiary shall be entitled to receive settlement of Awards (if any) to which the Participant is otherwise entitled in the event of death. In the absence of such designation by a Participant, and in the event of the Participant’s death, the estate of the Participant shall be treated as beneficiary for purposes of the Plan, unless the Administrator determines otherwise. The Administrator shall have discretion to approve and interpret the form or forms of such beneficiary designation. A beneficiary, legal guardian, legal representative or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent that the Plan and/or Award Agreement provide otherwise, and to any additional restrictions deemed necessary or appropriate by the Administrator.
(g)    Gender and Number: Except where otherwise indicated by the context, words in any gender shall include any other gender, words in the singular shall include the plural and words in the plural shall include the singular.


(h)    Severability: If any provision of the Plan or an Award Agreement shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of the Plan or the Award Agreement (which shall be construed or deemed amended to conform to Applicable Law), and the Plan or Award Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.
(i)    Rules of Construction: Headings are given to the sections of the Plan solely as a convenience to facilitate reference. The reference to any statute, regulation or other provision of law shall (unless the Administrator determines otherwise) be construed to refer to any amendment to or successor of such provision of law.
(j)    Successors and Assigns: The Plan shall be binding upon the Company, its successors and assigns, and Participants, their executors, administrators and permitted transferees and beneficiaries.
(k)    Award Agreement: The grant of any Award under the Plan shall be evidenced by an Award Agreement between the Company and the Participant. Such Award Agreement may state terms, conditions and restrictions applicable to the Award and may state such other terms, conditions and restrictions, including but not limited to terms, conditions and restrictions applicable to shares of Common Stock or other benefits subject to an Award, as may be established by the Administrator.
(l)    Right of Offset: Notwithstanding any other provision of the Plan or an Award Agreement, the Company may at any time (subject to any Code Section 409A considerations) reduce the amount of any payment or benefit otherwise payable to or on behalf of a Participant by the amount of any obligation of the Participant to or on behalf of the Company or an Affiliate that is or becomes due and payable.
(m)    Uncertificated Shares: Notwithstanding anything in the Plan to the contrary, to the extent the Plan provides for the issuance of stock certificates to reflect the issuance of shares of Common Stock, the issuance may, in the Company’s discretion, be effected on a non-certificated basis, to the extent not prohibited by the Company’s articles of incorporation or bylaws or by Applicable Law.
(n)    Income and Other Taxes: Participants are solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with Awards (including but not limited to any taxes arising under Code Section 409A), and the Company shall not have any obligation to indemnify or otherwise hold any Participant harmless from any or all of such taxes. The Company shall have no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for a Participant or any other person.
(o)    Effect of Certain Changes in Status: Notwithstanding the other terms of the Plan or an Award Agreement, the Administrator has sole discretion to determine (taking into account any Code Section 409A considerations), at the time of grant of an Award or at any time thereafter, the effect, if any, on Awards (including but not limited to modifying the vesting, exercisability and/or earning of Awards) granted to a Participant if the Participant’s status as an Employee or Director changes, including but not limited to a change from full-time to part-time, or vice versa, or if other similar changes in the nature or scope of the Participant’s employment or service occur.
(p)    Shareholder Approval: The Plan is subject to approval by the shareholders of the Company, which approval must occur, if at all, within twelve (12) months of the Effective Date. Awards granted prior to such shareholder approval shall be conditioned upon and shall be effective only upon approval of the Plan by such shareholders on or before such date.
(q)    Deferrals: Subject to the provisions of this Section 20(q) and Section 21, the Administrator may permit a Participant to defer such Participant’s receipt of the payment of cash or the delivery of shares of Common Stock that would otherwise be payable with respect to an Award. Any such deferral shall be subject to such terms and conditions as may be established by the Administrator and to any applicable Code Section 409A requirements.
(r)    Fractional Shares: Except as otherwise provided in an Award Agreement or determined by the Administrator, (i) the total number of shares issuable pursuant to the exercise, vesting or earning of an Award shall be


rounded down to the nearest whole share, and (ii) no fractional shares shall be issued. The Administrator may, in its discretion, determine that a fractional share shall be settled in cash.
(s)    Compliance with Recoupment, Ownership and Other Policies or Agreements: Notwithstanding anything in the Plan or an Award Agreement to the contrary, the Administrator may, at any time (during or following termination of employment or service for any reason), determine that a Participant’s rights, payments and/or benefits with respect to an Award (including but not limited to any shares issued or issuable and/or cash paid or payable with respect to an Award) shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any other conditions applicable to an Award. Such events may include, but shall not be limited to, termination of employment for Cause, violation of policies of the Company or an Affiliate, breach of non-solicitation, non-competition, confidentiality, non-disparagement or other covenants, other conduct by the Participant that is determined by the Administrator to be detrimental to the business or reputation of the Company or any Affiliate, and/or other circumstances where such reduction, cancellation, forfeiture or recoupment is required by Applicable Law. In addition, without limiting the effect of the foregoing, as a condition to the grant of an Award or receipt or retention of shares of Common Stock, cash or any other benefit under the Plan, (i) the Administrator may, at any time, require that a Participant comply with any compensation recovery (or “clawback”), stock ownership, stock retention or other policies or guidelines adopted by the Company or an Affiliate, each as in effect from time to time and to the extent applicable to the Participant, and (ii) each Participant shall be subject to such compensation recovery, recoupment, forfeiture or other similar provisions as may apply under Applicable Law.
(t)    Attestation: Wherever in the Plan or any Award Agreement a Participant is permitted to pay the Exercise Price of an Award or taxes relating to the exercise, vesting or earning of an Award by delivering shares of Common Stock, the Participant may, unless the Administrator determines otherwise and subject to procedures satisfactory to the Administrator, satisfy such delivery requirement by presenting proof of beneficial ownership of such shares, in which case the Company shall treat the Award as exercised, vested or earned without further payment and/or shall withhold such number of shares from the shares acquired by the exercise, vesting or earning of the Award, as appropriate.
(u)    Plan Controls: Unless the Administrator determines otherwise, (i) in the event of a conflict between any term or provision contained in the Plan and an express term contained in any Award Agreement, the applicable terms and provisions of the Plan will govern and prevail, and (ii) the terms of an Award Agreement shall not be deemed to be in conflict or inconsistent with the Plan merely because they impose greater or additional restrictions, obligations or duties, or if the Award Agreement provides that such Award Agreement terms apply notwithstanding the provisions to the contrary in the Plan.
(v)    Indemnification: No member of the Board or Committee or its or their designees or agents, as applicable, shall be liable while acting as Administrator for any action or determination made in good faith with respect to the Plan, an Award or an Award Agreement. In addition to such other rights of indemnification as members of the Board or the Committee or officers or employees of the Company or an Affiliate to whom authority to act for the Board or the Committee is delegated may have under the Company’s articles of incorporation, bylaws and/or other instrument and/or pursuant to Applicable Law, such individuals shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal thereof, to which any such individual may be a party by reason of any action taken or failure to act under or in connection with the Plan or any right granted hereunder and against all amounts paid by such individual in a settlement thereof that is approved by the Company’s legal counsel or paid in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be formally determined that such person is liable for gross negligence, bad faith or intentional misconduct; provided, however, that any such individual shall give the Company an opportunity, at its own expense, to defend the same before such individual undertakes to defend such action, suit or proceeding.
21.Compliance with Code Section 409A
Notwithstanding any other provision in the Plan or an Award Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to the Plan or any Award, it is the general intention of the Company that


the Plan and all such Awards shall, to the extent practicable, comply with, or be exempt from, Code Section 409A, and the Plan and any such Award Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of shares or any other benefit issuable pursuant to an Award otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with, or exempt from, Code Section 409A. In the event that the Company (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise, distributions that are subject to Code Section 409A to any Participant who is a “specified employee” (as defined under Code Section 409A) upon a separation from service may only be made following the expiration of the six (6)-month period after the date of separation from service (with such distributions to be made during the seventh (7th) month following separation of service), or, if earlier than the end of the six (6)-month period, the date of death of the specified employee, or as otherwise permitted under Code Section 409A. For purposes of Code Section 409A, each installment payment provided under the Plan or an Award Agreement shall be treated as a separate payment. Without in any way limiting the effect of any of the foregoing, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in the Plan or any Award Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Plan or Award Agreement, as applicable, and (ii) terms used in the Plan or an Award Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that the Plan or any Award shall be deemed not to comply with Code Section 409A, then neither the Company, the Administrator nor its or their designees or agents shall be liable to any Participant or other person for actions, decisions or determinations made in good faith.
[authorized officer. Signature Page To Follow]


IN WITNESS WHEREOF, this Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan is, by the authority of the Board of Directors of the Company, executed on behalf of the Company, the 19th day of May, 2016.
OLD DOMINION FREIGHT LINE, INC.
By: __________________________________________
Name: David S. Congdon
Title: Vice Chairman and Chief Executive Officer
ATTEST:
By: _________________________________
Name: Ross H. Parr
Title: Senior Vice President – Legal Affairs,
General Counsel and Secretary






[PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

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