I

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

OLD DOMINION FREIGHT LINE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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 Wednesday, May 15, 2019,20, 2020, 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:

Shareholders of record at the close of business on March 7, 2019,12, 2020, are entitled to notice of and to vote 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 15, 201920, 2020

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 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 provide are contained in the accompanying proxy statement.

While we currently intend to hold our Annual Meeting of Shareholders as scheduled, we are sensitive to public health and travel safety concerns, as well as executive orders, advisories and recommendations that public officials have issued or may issue, including with respect to limitations on the size of gatherings, in light of the evolving coronavirus (COVID-19) pandemic.  As a result, we may take further actions, including imposing additional procedures regarding Annual Meeting attendance, changing the place of our Annual Meeting, and/or postponing our Annual Meeting.  If we change the time, date or place of our Annual Meeting, we will issue a press release and make a filing with the Securities and Exchange Commission.

TABLE OF CONTENTS TO THE PROXY STATEMENT

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 15, 2019:20, 2020:

The Notice of Annual Meeting of Shareholders, Proxy Statement, Form of Proxy and 20182019 Annual Report to Shareholders are available on our corporate website at https://ir.odfl.com/annual-shareholder-meeting-information.

This proxy statement is first being sent to shareholders on or about April 15, 2019,20, 2020, 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 Wednesday, May 15, 2019,20, 2020, 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.

On February 21, 2020, we announced that our Board approved a three-for-two stock split of the Company’s outstanding shares of common stock, and our common stock began trading on a split-adjusted basis on March 25, 2020 (the “three-for-two stock split”). All share and per-share information presented in this proxy statement has been adjusted to reflect the three-for-two stock split, unless otherwise indicated.

While we currently intend to hold our Annual Meeting of Shareholders as scheduled, we are sensitive to public health and travel safety concerns, as well as executive orders, advisories and recommendations that public officials have issued or may issue, including with respect to limitations on the size of gatherings, in light of the evolving coronavirus (COVID-19) pandemic. As a result, we may take further actions, including imposing additional procedures regarding Annual Meeting attendance, changing the place of our Annual Meeting, and/or postponing our Annual Meeting. If we change the time, date or place of our Annual Meeting, we will issue a press release and make a filing with the Securities and Exchange Commission.

-1-

-2-

-3-

-4-

-5-

General Information

The accompanying proxy is solicited by and on behalf of our Board, 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 20192020 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 either:  (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-line 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 Tuesday, May 14, 2019.19, 2020.

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 holders to vote over the Internet or by telephone.  Many banks and brokerage firms participate in the online program offered by Broadridge Financial Solutions, Inc.  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 Tuesday, May 14, 2019.19, 2020.  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.

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 state or government issued photo identification with you at the time of registration.  After a determination that you are a registered holder 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 state or government 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 Annual Meeting) to present to us at the time of registration.

The Board of Directors has fixed March 7, 201912, 2020 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting.  On March 7, 2019,12, 2020, there were 81,127,03579,189,143 outstanding shares of our common stock each entitled to one vote.  This amount is not adjusted for the three-for-two stock split because the shares issued in the three-for-two stock split were not outstanding on the record date.  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 proposalproposals to ratify the appointment of our independent registered public accounting firm isand to amend our articles of incorporation are considered a “discretionary” item.items. This means that brokers may vote using their discretion on this proposalthese proposals on behalf of beneficial owners who have not furnished

voting instructions. In contrast, certain items are considered “non-discretionary,” and a “broker non-vote” occurs when brokers do not receive

-6-

voting instructions from beneficial owners with respect to such items because the brokers are not entitled to vote such uninstructed shares.  The proposals to elect directors and approve, on an advisory basis, the compensation of our named executive officers are considered “non-discretionary,” which means that brokers cannot vote your uninstructed shares when they do not receive voting instructions from you.

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” or “for all except” with respect to the director nominees.  The nominees receiving a plurality of the votes cast 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,” “against,” or “abstain” from voting.  For this non-binding vote to be approved by the shareholders, the votes cast “for” this proposal must exceed the votes cast “against” this proposal.

Proposal 3 - Approval of an Amendment to our Amended and Restated Articles of Incorporation to Increase the Number of Authorized Shares of Our Common Stock: With respect to this proposal, you may vote “for,” “against,” or “abstain” from voting. Approval of this proposal requires the affirmative vote of the holders of more than two-thirds of the outstanding shares of our common stock as of the record date.

Proposal 4 - Ratification of the Appointment of Our Independent Registered Public Accounting Firm:  With respect to this proposal, you may vote “for,” “against,” or “abstain” from voting.  For this proposal to be approved by the shareholders, the votes cast “for” this proposal must exceed the votes cast “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 proposalsProposals 1, 2 and 4 and, therefore, will have no effect on the outcome of the vote for any of these proposals.proposals presented at the Annual Meeting. Because Proposal 3 requires the vote of outstanding shares, as opposed to votes cast, abstentions will have the effect of a negative vote on Proposal 3.

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” the election of the director nominees named in this proxy statement, “for” the approval, on an advisory basis, of the compensation of our named executive officers, “for” the amendment to our articles of incorporation, and “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 properly elects to vote in 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.

-7-

Security Ownership of Management and Certain Beneficial OwnersSECURITY 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 7, 2019,12, 2020, or such other date as indicated in the footnotes to the table, for: (i) each person known by us to own beneficially more than five percent of our common stock; (ii) each director;director and the director nominee; (iii) each executive officer; and (iv) all directors, the director nominee and all 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 7, 2019,12, 2020, and in compliance with our securities trading policy, none of our directors or executive officers have pledged our common stock.

The number of shares reported for each shareholder in the table and footnotes below, including the number of shares disclosed as having been reported in the Schedule 13G or Schedule 13G/A by each of The Vanguard Group, Capital Research Global Investors, Capital International Investors, and BlackRock, Inc. has been adjusted to reflect the three-for-two stock split.

________________

-8-

-9-

-10-

Proposal 1 - Election of Directors

Our Bylaws currently provide that the number of directors shall be not less than five nor more than twelve.  OurUpon the recommendation of its Governance and Nomination Committee, the Board of Directors,has determined to increase its size from ten directors to eleven directors. The Board, upon the recommendation of its Governance and Nomination Committee, has nominated ten current directors and one director nominee – Wendy T. Stallings – for election to the Board at the Annual Meeting. The Governance and Nomination Committee discussed multiple candidates as potential director nominees following an extensive selection process, including due consideration of diversity and other criteria as set forth in our Corporate Governance Guidelines relating to the recommendation of director nominees, and also obtained input from our CEO and other members of management as appropriate. Although we involved an external firm in a prior director search, we did not utilize such a firm during this selection process due to the diverse group of candidates available for our consideration. Ms. Stallings was recommended to the Governance and Nomination Committee has determined thatby the Chief Executive Officer of Old Dominion, without the involvement of an external search firm. Following multiple meetings with members of the Board shall consist of ten directors.  and Old Dominion’s management, team, Ms. Stallings was formally nominated for election to the Board at the Annual Meeting.

Unless authority is withheld, it is intended that proxies received in response to this solicitation will be voted in favor of the nominees.  In accordance with its charter and our Corporate Governance Guidelines, the Governance and Nomination Committee has recommended, and the Board of Directors has approved, the teneleven individuals named below to serve as directors until our next annual meeting and until their respective successors have been elected and qualified or until their death, resignation, removal or disqualification or until there is a decrease in the number of directors.  

The age and a brief biographical description of each director nominee, his or her position with us, certain board memberships, and the nominee’s specific experience, qualifications, attributes, 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. Congdon (88)(89) joined us in 1949 and has served as a director since 1952. Mr. Congdon 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 the position of Executive Chairman of the Board of Directors, effective January

2008.  The Board elected and appointed Mr. Congdon to his current position of Senior Executive Chairman effective May 2018.  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 more than 70 years of experience with us, including 45 years as our Chief Executive Officer, Mr. Congdon helped transform Old Dominion from a small regional company to a leading, publicly-traded, less-than-truckload (“LTL”) company through geographic expansion and acquisitions.  As a result, he brings to our Board first-hand knowledge of the opportunities and challenges in our 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 (62)(63) was appointed Executive Chairman of the Board effective May 2018, having previously served as Vice Chairman of the Board and Chief Executive Officer from May 2015 to May 2018, and President and Chief Executive Officer from January 2008 to April 2015.  He was our President and Chief Operating Officer from May 1997 to December 2007 and served in various positions in operations, maintenance and engineering between 1978 and 1997.  He was first elected a director in 1998 and is the son of Earl E. Congdon. Mr. Congdon, through his more than 40 years of service to us, including 22 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 guided Old Dominion to sustained profitability.profitability and significant growth in shareholder value.  The Board benefits from Mr. Congdon’s critical knowledge of the LTL industry, as well as his

-11-

deep understanding of the operational and regulatory complexities that we must address as a publicly-traded transportation company.

Greg C. Gantt (63)(64) 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 previously served aswas 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 served aswas 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 2526 years, has played a critical role in the development of our operational plan and brings to the Board significant expertise in LTL industry leadership and business strategy.

Sherry A. Aaholm (56)(57) was first elected as a director in 2018.  Since June 2013, Ms. Aaholm has served as Vice President - Chief Information Officer of Cummins, Inc. (NYSE:  CMI), a global power leader that designs, manufactures, distributes and services diesel and natural gas engines and related technologies.  From August 1999 to December 2012, Ms. Aaholm served as Executive Vice President, Information Technology of FedEx Services.  The Board benefits from her over 3031 years of overseeing mission critical information system resources, with extensive experience in technology and information security, including in the transportation and logistics industries.

John R. Congdon, Jr. (62)(63) was first elected as a director in 1998.  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") and Dominion Dedicated Logistics, Inc. Mr. Congdon has over 40 years of experience in the trucking industry and brings to the Board extensive knowledge of dedicated logistics, fleet management services and the purchase and sale of equipment.  Having previously served as Chairmanchairman of the Board of Leasing,a board, Mr. Congdon also brings experience in board management.

Bradley R. Gabosch (67)(68) was first elected as a director in 2016. Mr. Gabosch previously served as Managing Director for the public accounting firm Grant Thornton LLP from August 2014 to May 2016. Mr. Gabosch also served in various positions at Grant Thornton LLP, including as Carolinas Managing Partner, from October 2009 until his retirement as partner in July 2013. Mr. GaboschHe has over 4243 years of experience in the public accounting profession, of which 29 years were spent as an audit partner. Mr.

Gabosch brings to the Board extensive knowledge of accounting and management and a strong understanding of financial statement oversight and disclosure matters.

Patrick D. Hanley (74)(75) was first elected as a director in 2016. Mr. Hanley has an extensive history in the trucking industry where he previously served as Senior Vice President - Finance and Accounting of UPS Freight (formerly Overnite Corporation) from August 2005 to October 2007. Mr. Hanley also served on the board of directors of Overnite Corporation and as Director, Senior Vice President and Chief Financial Officer of Overnite Transportation from June 1996 to August 2005.  Prior to UPS Freight and Overnite Corporation, 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 petroleum additives that enhance the performance of automotive and industrial products, since 2004. Mr. Hanley served as Chairman of the Board of Directors of Gallium Technologies, LLC from January 2011 to January 2016, having previously served as its President and Chief Executive Officer from July 2009 to January 2011.  He also served on the Board of Directors for Xenith Bankshares, Inc. from January 2010 to July 2016. Mr. Hanley brings to the Board significant knowledge in the management and oversight of public companies and significant leadership experience in accounting and finance within the trucking industry.

-12-

John D. Kasarda, Ph.D. (73)(74) was first elected as a director in 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.  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.  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 on the Board of Directors of Prologis Institutional Alliance REIT II from 2004 to 2014. Dr. Kasarda is currently Editor-in-Chief of Logistics, an international journal of transportation and supply chain management, and brings a unique perspective and creative insights to our Board due to his breadth of knowledge in business strategy, transportation, logistics and global supply chain management, combined with his thought-leadershipthought leadership and worldwide experiences in the transportation industry.

Wendy T. Stallings (45) was nominated by our Board’s Governance and Nomination Committee as further described under “Proposal 1 – Election of Directors.”  Ms. Stallings is the sole owner of TPI Event Solutions, Inc., a full-service event management company specializing in catering, hospitality, corporate events, merchandise and contract fulfillment, where she has served as President since December 2000.  She is also the co-owner of Excel Learning Centers, a children’s early learning program with 16 campuses located throughout North Carolina, where she has served as Vice President since March 2006. The Board will benefit from Ms. Stallings’ law degree as well as her comprehensive expertise in entrepreneurship, strategic planning, customer relations and business management.

Leo H. Suggs (79)(80) 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 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 adviser on logistics services and LTL operations.

D. Michael Wray (58)(59) was first elected as a director in 2008. Mr. Wray 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.

The nominees receiving a plurality of the votes cast will be elected as directors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES IDENTIFIED ABOVE.

Executive Officers

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

David J. Bates (54)(55) was appointed Senior Vice President - Operations in October 2011 after serving as our Vice President - Central States Region since 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.

-13-

Christopher T. Brooks (48)(49) was appointed Senior Vice President - Human Resources & Safety effective January 2018 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 from January 2015 to June 2015 after serving as Vice President of Human Resources at National General Insurance from January 2010 to December 2014.

Kevin M. Freeman (60)(61) 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 from May 1997 to December 2010. Mr. Freeman has 4041 years of experience in the transportation industry, and has held various positions in sales with Old Dominion since joining us in February 1992.

Cecil E. Overbey, Jr. (57)(58) 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 35 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 with Old Dominion.

Ross H. Parr (47)(48) was appointed Senior Vice President - Legal Affairs, General Counsel and Secretary effective January 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 (now known as Womble Bond Dickinson (US) LLP).

Gregory B. Plemmons (54)(55) was appointed Senior Vice President – Sales effective January 1, 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 3132 years of

experience in the transportation industry, and has served Old Dominion in various other positions in sales since joining us in April 1997.

Adam N. Satterfield (44)(45) 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 August 2007.  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

Board Leadership Structure

Historically, our Chairman of the Board has also served as our Chief Executive Officer, and these dual roles were held for many years by our current Senior Executive Chairman of the Board, Earl E. Congdon.  In 2007, however, following Earl E. Congdon's decision to resign from the Chief Executive Officer position effective on January 1, 2008, the Board determined that it was in the best interests of our shareholders to appoint David S. Congdon, who had been serving as our President and Chief Operating Officer, as our 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 a former Chief Executive Officer to continue to have a significant executive role on our management team. This objective was further maintained with the transitions of David S. Congdon to Executive Chairman and Earl E. Congdon to Senior Executive Chairman as part of the Board’s designed succession plan effective May 2018.    

-14-

The Board also believes that strong, independent Board leadership is an important aspect of effective corporate governance and, as a result, appointed a Lead Independent Director in January 2010. Robert G. Culp, IIILeo H. Suggs has served in such role until his death in December 2018, and the Board appointed Leo H. Suggs to serve in such role beginning insince December 2018. Our Lead Independent Director's responsibilities and authority include presiding at meetings of our independent directors, coordinating with our Senior Executive Chairman, 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 Senior Executive Chairman, our Executive Chairman and our Chief Executive Officer.  For these reasons, the Board believes that this leadership structure is appropriate for 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 add 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 Nasdaq Stock Market, LLC (“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 Ms. Aaholm, Mr. Gabosch, Mr. Hanley, Dr. Kasarda, Mr. Suggs and Mr. Wray, and director nominee Ms. Stallings, are each independent in accordance with Nasdaq listing standards.  The Board performed a review to determine the independence of its members and Ms. Stallings 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.  In making these determinations, the Board considered information provided by the directors as well as Ms. Stallings, 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 fourfive times in 2018.2019.  Shareholders may communicate with the independent directors by following the procedures set forth in “Shareholder Communications with the 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.  Both new director candidates and eight of the nineAll directors then in office were present at the 20182019 Annual Meeting that was held on May 16, 2018.15, 2019.  Our Board of Directors held fourfive meetings and held one telephonic meeting during 2018.2019.  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” as such term is defined under applicable SEC rules and regulations and Nasdaq listing standards.  In 2018,2019, all incumbent directors attended at least 75% of the aggregate meetings held by the Board and their assigned committees 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 (Chair), Sherry A. Aaholm, Bradley R. Gabosch, and Patrick D. Hanley, each of whom the Board has determined is independent pursuant to applicable SEC rules and regulations and Nasdaq listing standards.  The Board has determined that all Audit Committee members are financially literate and that Mr. Gabosch, Mr. Hanley and Mr. Wray each qualify as an “audit committee financial expert” as defined by applicable SEC

-15-

rules.  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, which is available on our website at https://ir.odfl.com/governance-docs.  The Committee annually reviews this charter to reassess its adequacy and recommends any proposed changes to the Board for approval.  Committee members are nominated annually by the Governance and Nomination Committee and approved by our Board to serve for one-year terms.  Information regarding the functions performed by this committee is set forth in the “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, and our OD Technology Department reports to the Audit Committee on our cybersecurity, technology and data privacy initiatives. The Audit Committee met four times and held six telephonic meetings in 2018.2019.  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.release.

Compensation Committee

Our Compensation Committee currently consists of Leo H. Suggs (Chair), Patrick D. Hanley and D. Michael Wray, each of whom the Board has determined to be independent pursuant to applicable SEC rules and regulations and Nasdaq listing standards.  Committee members are nominated annually by the Governance and Nomination Committee and approved by our Board 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” vote and any shareholder feedback from our shareholder outreach initiatives, and also determines whether any adjustments to our compensation policies and practices are necessary or appropriate in light

of such “say-on-pay” vote or shareholder feedback.  Please refer to our compensation philosophy described in the “Compensation Discussion and 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 our non-employee director compensation program, and recommends changes as deemed necessary to maintain alignment with our compensation philosophy.

The Compensation Committee is governed by a written charter approved by the Board, which is available on our website at https://ir.odfl.com/governance-docs.  The Committee annually reviews this charter to reassess its adequacy and recommends any proposed changes to the Board 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 four times in 2018.2019.  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 2018.2019.

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 June 2016, Pearl Meyer was instructed to conduct a review2017 and analysis of our executive compensation program.  In July 2017,2019, the Compensation Committee engaged Pearl Meyer to review and analyze the competitiveness of and provide recommendations for our executive compensation program,and non-employee director programs, including how our programs and performance compared to analyze our business performance and executive compensation relative tothose of our peer group, to provide input on our short- and long-term incentive

-16-

programs, and to conduct a review and analysis of our non-employee director compensation program. Duringgroup.  In 2018, the first quarter of 2018, theCompensation Committee engaged Pearl Meyer to review the competitiveness ofand analyze our senior executive compensation program and conduct a peer group assessment, as well as pay mix considerations, and to provide recommendations regarding potential responses to “say-on-pay” voting results, shareholder outreach feedback and shareholder advisory group concerns.  For a more detailed discussion of the nature and scope of the role of Pearl Meyer with respect to our compensation programs, 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 (Chair), Sherry A. Aaholm, Bradley R. Gabosch and Leo H. Suggs, each of whom the Board has determined is independent pursuant to applicable Nasdaq listing standards.  This Committee makes recommendations concerning the size and composition of the Board of 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 of new and existing directors; assesses, with the assistance of our Compliance Department, environmental, social and governance (“ESG”) matters; and develops and implements our corporate governance policies.  The Committee also plays a vital evaluation role in reviewing the performance of the Board, its committees and our Chief Executive Officer, including through the use of self-assessments in the Committee’s discretion, on an annual basis and reporting its findings to the Board, including recommendations as needed. We also maintain a corporate membership in the National Association of Corporate Directors (“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.

The Governance and Nomination Committee is governed by a written charter approved by the Board, which is available on our website at https://ir.odfl.com/governance-docs.  The Committee annually reviews this charter to reassess its adequacy and recommends any proposed changes to the Board for approval.  Committee members are appointed annually by a majority of the Board to serve for one-year terms.  The Governance and Nomination Committee met four times in 2018.2019.

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 https://ir.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, principal accounting officer and any person performing similar functions) and employees.  Our Code of Business Conduct is available on our website at https://ir.odfl.com/governance-docs.  To the extent permissible under applicable law, the rules of the SEC and Nasdaq 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 Nasdaq listing standards.

-17-

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 the appropriate member(s) of the 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 Chair 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) 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'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's nomination must also include, among other things, information regarding that shareholder's economic, voting and other interests that may be material to our and our shareholders' evaluation of the director nominee.

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.

In addition to any director nominees submitted by shareholders, the Governance and Nomination Committee considers any candidates submitted by directors, as well as self-nominations by directors, and 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.

-18-

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 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:

In addition to these specific categories, the Governance and Nomination Committee considers a number of other factors in considering director candidates, including board dynamics, reputation of potential nominees, and expected contributions of the nominee to the Board and its committees.

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 the Governance and Nomination Committee are committed to the consideration of diversity in connection with the criteria outlined above and as set forth in our Corporate Governance Guidelines when recommending director nominees so that the Board, as a whole, will possess the appropriate background, skills, experience and expertise to oversee our business.  Although we and the Governance and Nomination Committee believe that the current composition of the Board, together with Ms. Stallings, reflects a highly talented group of individuals best suited to perform oversight responsibilities for us and our shareholders at this time, we will continue to consider diversity factors as we evaluate the current and future composition of our Board.  The Governance and Nomination Committee regularly monitors the effectiveness of its prospective director evaluation process, including its consideration of diversity, through our internal self-evaluation process in which directors discuss and evaluate the composition and functioning of the Board and its committees.

-19-

After the prospective director evaluation process is concluded, the Governance and Nomination Committee selects and submits nominees to the Board for further consideration and approval.

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.  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 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 Nasdaq requirements, and whether the director's resignation from the Board would be in the best interests of us and our shareholders.

The Board 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 will consider the information and factors considered by the Governance and Nomination Committee and such additional information and factors as the Board 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 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 Manager is responsible for identifying, assessing and monitoring risks inherent to our business and providing guidance to senior management and our Audit Committee regarding our enterprise risk management, insurance portfolio, business continuity programs, crisis management, claims management and governance, and record retention initiatives.  

During 2018, we created aOur Compliance Department, led by our Corporate Compliance Manager, to further enhanceenhances our ability to manage and assess our enterprise compliance, environmental programs, and risk mitigation controls.  Our Corporate Compliance Manager 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, procurement, real estate, maintenance, legal and technology.  Our Compliance Department also regularly interacts with various internal and external stakeholders regarding our ESG efforts 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 and our OD Technology Department reports on the risks associated with our information technology

-20-

systems.   systems and data privacy initiatives.  Our Internal Audit 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 programsprograms 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 the Audit Committee, and management developshelps to develop action plans to address any identified opportunities for improvement and keeps the Audit Committee apprised of the progress of such plans. After gathering and assessing information about our risk 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 the attraction and retention of qualified employees.  The Chairs 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 us through his role in coordinating with our Senior Executive Chairman, our Executive Chairman and our Chief Executive Officer on meeting agendas, advising committee chairs, chairing meetings of the independent directors and communicating between the independent directors, our Senior Executive Chairman, our Executive Chairman and our Chief Executive Officer.

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 stakeholders.  

Our intense focus on safety and security, our investments in addressing our environmental footprint, and our commitment to our employees and our communities provide opportunities to enhance our business and create greater value for our shareholders.  We have incorporated a significant amount of technology into our service centers and equipment to drive operational efficiencies and help minimize our environmental impact. Our commitment to safe and sustainable business practices is ongoing and our goal is continuous improvement.  Further information regarding our ESG initiatives, including on the topics of safety & security, environmental sustainability, community impact, and employee engagement, is available on our website at https://ir.odfl.com/management-commitment.

Our Board and our Governance and Nomination Committee regularly review and consider our diversity and inclusion and environmental protection, sustainability and corporate citizenship practices,

and our Compliance Department regularly considers these and other ESG matters and reports on its findings and recommendations.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee has adopted a written policy 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 Chair of the Audit Committee authority to pre-approve permitted services under $50,000, provided that the Chair reports any decisions to all members of the Audit Committee at the earliest convenience.  In the event the Chair is unavailable, the remaining members must unanimously approve any request for permitted services, not to exceed $50,000, and notify the Chair 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.  The Audit Committee has contracted with a third party to provide a toll-free telephone number and Internet service that is staffed 24 hours a day, seven days a week.  This service documents the complaint, assigns a reference number to the complaint for tracking purposes and forwards that information, through email, to the Audit Committee Chair and the Director of Internal Audit.  In the event

-21-

the complaint concerns an internal audit matter, only the Audit Committee Chair is notified.Corporate Compliance Manager.  Either the Audit Committee Chair or Director of Internal Audit,the Corporate Compliance Manager, using whatever resources are required investigatesand working with the Director of Internal Audit as needed, initiates and/or manages the investigation of the complaint.  Corrective action, if deemed necessary, is decided upon by the Audit Committee Chair and then implemented as needed.  The identity of the individual submitting the complaint and the details of the complaint remain anonymous throughout this process.  We periodically test this process to ensure that complaints are handled in accordance with these procedures.

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 hedge or offset, any decrease in 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. Suggs (Chair), Hanley and 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, 20182019 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, executive officers or Compensation Committee and the board of directors or compensation committee of any other company.

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) 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, 2018 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

The Audit Committee oversees our financial reporting, internal controls and audit functions on behalf of the Board and operates under a written charter, which is reviewed on an annual basis and was

most recently revised on May 16, 2018.  The Audit Committee is comprised solely of independent directors as defined by SEC rules and regulations and Nasdaq listing standards.  Three of the four members of the Audit Committee, including the Chair, have been designated as “audit committee financial experts” as that term is defined by SEC rules and regulations.  The Chair reports the Audit Committee's actions and deliberations to the Board at quarterly scheduled Board meetings.

During the fiscal year ended December 31, 2018,2019, the Audit Committee fulfilled its duties and responsibilities as outlined in the charter.  Among its actions, the Audit Committee:

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’s assessment of the effectiveness of our internal control over financial reporting and EY’s evaluation of our internal control over financial reporting.

-22-

The Audit Committee has discussed with EY the matters required to be discussed by Auditing Standard 1301, Communications with Audit Committees, issued bythe applicable requirements of the Public Company Accounting Oversight Board (the “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.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 20182019 for filing with the SEC.

The Audit Committee,

D. Michael Wray, Chair

Sherry A. Aaholm

Bradley R. Gabosch

Patrick D. Hanley

Compensation Discussion and Analysis

Executive Summary of Compensation Program

Company Performance and Business Highlights

Fiscal 2018 wasThe Company delivered another very strong year of solid financial performance in terms of our performance, with2019, overcoming the challenges presented by a more sluggish economy compared to 2018. We achieved new Company record resultsrecords for annual revenuesrevenue and profitability.  Annual revenues grew by more than 20% versus 2017,net income, exceeding $4.0$4.1 billion and $615.5 million, respectively, for the first time in Company history. Pre-tax income and diluted earnings per share each grew by more than 30% in 2018, which significantly exceededWe continued to lead our five-year average annual increase of over 20%. We also improved ourindustry with a Company operating ratio (defined as operating expenses divided by revenues) by 310 basis points, to 79.8%.of 80.1% in 2019 while also maintaining a strong balance sheet. We believe theseour industry-leading results demonstrate continued execution of our long-term growth strategy of delivering superior service at a fair price while maintaining

also continuing to invest in capacity to achieve our focus on yield management and improving operating efficiencies.long-term market share goals.  The discipline to remain committed to these long-term philosophies across our organization instilled by our executive officers has contributed to compound annualized total shareholder returnreturns, including cumulative dividends, of approximately 28%30.7% and 19%19.8% over the three-year and five-year periods ended December 31, 2018.2019, respectively. We also increased our cash dividends to shareholders by 30%30.8% in 2018.2019. We believe these results demonstrate the alignment of our executive compensation program with Company performance and the long-term interests of our shareholders. As further recognition of our outstanding financial performance and long-term shareholder value creation, the Company was added to the S&P 500 Index in December 2019.

Highlights of Recent Compensation Program Changes

DuringIn late 2018, we took the following actions:

-23-

-24-

Compensation Objectives

Our guiding principles in the development of our executive compensation philosophy have been to align executive compensation with both our business objectives and the interests of our shareholders. We have attempted to balance the principal elements of our compensation program (base salary, short-term performance-based incentives and long-term performance-based incentives) to motivate our executives to achieve our short-term financial objectives as well as our long-term objectives of increasing our market share and shareholder value. We believe a significant portion of executive compensation should be based upon performance, and we have designed our elements of compensation accordingly. These guiding compensation principles have continued to effectively motivate our executive management team and have enabled us to deliver superior short- and long-term performance relative to our peers.

Shareholder Outreach, Feedback and Compensation Committee Response

We are committed to ensuring our executive compensation program reinforces key business and strategic objectives and aligns pay with performance and long-term value creation. We believe our executive compensation program has been successful in achieving these objectives by placing a significant emphasis on variable, performance-based incentives and focusing our executive officers and other key employees on continuous operational excellence in support of long-term shareholder value creation. The program’s success is evidenced by our strong absolute and relative financial performance and long-term total shareholder returns. Our Board and Compensation Committee value the opinions of our shareholders and, to the extent there is any significant vote against the compensation of our named executive officers as disclosed in the proxy statement, we will carefully consider our shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. At our 20182019 Annual Meeting, approximately 72%91% of the votes cast on the advisory vote to approve the compensation of our named executive officers were in favor of the proposal. In response, we reached outWe believe this strong support for the executive compensation program from our shareholders was a result of our extensive shareholder outreach in 2018 and significant changes to a numberour executive compensation program in 2019, discussed above, based on feedback from some of our largest institutional shareholders to solicit feedback on our executive compensation program.  Based on our discussions, these shareholders were generally supportive of our program and our pay-for-performance philosophy, as well as the alignment of executive compensation with strong absolute and relative performance results.  The common themes and suggestions resulting from our outreach discussions included:

The Compensation Committee considered these shareholder suggestions, as well as advice from its independent compensation consultant, Pearl Meyer, and approved various changes to the executive compensation program as described below.  shareholders.

Changes to Our Executive Compensation Program for 20192020

In response toGiven strong shareholder feedback andsupport for our executive compensation program, as evidenced by an advisory “say-on-pay” vote of more than 91% of votes in an effort to strengthen the alignmentfavor of our executive compensation program, withfor 2020 the long-term interestsCompensation Committee approved modest base salary increases and determined to continue the various existing components of our shareholders, for 2019 we have adjusted the allocation of the total direct compensation for our executive officer group (10 individuals) so that base salaryshort-term and long-term equity incentive compensation represent a greater percentage of the aggregate total direct compensation ofprograms for our executive officer group, with a corresponding reductionminor change to our PBRSU grants. Following a recommendation from Pearl Meyer, in January 2020 the percentageCommittee determined that the target award opportunities for PBRSUs would no longer be linked to the Company’s prior year operating ratio and RSA grant values, and instead would be based on a factor of base salary. The Committee believes that this change will sharpen our executive officers’ focus on the achievement of a prospective performance goal tied to Company profitability, further complementing our executives’ focus on the Company’s operating ratio through performance-based RSAs. All equity grants to our executive officers are entirely performance-based, with no awards earned for below-threshold results.

While the material components of our compensation program remained the same, upon the recommendation of the group’s total direct compensation attributed to short-term incentive compensation.  Compensation Committee, in December 2019 our Board approved an amendment and restatement of (i) the Old Dominion Freight Line, Inc. Phantom Stock Plan (the “Amended 2005 Phantom Plan”) and (ii) the Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan (the “Amended 2012 Phantom Plan” and, together with the Amended 2005 Phantom Plan, the “Amended

AsPhantom Plans”). The Amended Phantom Plans permit stock settlement of outstanding phantom stock awards in shares of the Company’s common stock in lieu of cash settlement. The Amended Phantom Plans also provide for waivers of the age 65 or age 55 vesting terms for participants, including each of the Company’s named executive officers, who will settle their outstanding phantom stock awards in common stock. No other time-based or service-based vesting provisions were modified or accelerated for any participant as a result of this redesign, the followingAmended Phantom Plans.

We believe our compensation program, including these changes, became effective for executive officers as of January 1, 2019:

-25-

(i) the long-term equity component includes a new annual grant of PBRSUs tiedcontinues to our prospective profitability, in addition to the existing annual grant of RSAs tied to our operating ratio for the last fiscal year;

(ii) short-term incentive award opportunities under the PIP were reduced for most of our executive officer group, including a 42% reduction for Mr. David Congdon and a 10% reduction for Mr. Overbey.  Mr. Earl Congdon’s short-term incentive award opportunities under the PIP were previously reduced by 66% effective June 1, 2018;

(iii) the incentive cash bonus component under the PIP is subject to an additional cap that limits the total amount paid to executive officers under the PIP to the lesser of 10x base salary or 1.5% of pre-tax income (as defined in the PIP); and

(iv) the annual base salary component has been increased for most of our executive officers to align more closely with 50^th percentile market values and to address the expanded duties and responsibilities and/or promotions for some of our named executive officers in 2018.

These changes for 2019, coupled with the significant reduction of total direct compensation for each of Mr. David Congdon and Mr. Earl Congdon in connection with their transitions to new roles under our 2018 executive leadership team transition, strike a balance between rewarding our executive officers for their contributions todriving the CompanyCompany’s short-term goals while also increasing theproviding a strong emphasis on performance-based equity awards in support of long-term shareholder value creation. In considering these changes,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 focusingcompensated based on results that support this strategy. We believe these changes will result in a betterour 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 or a focus on short-term financial results, and we and our Board regularly review our program with our Board to ensure it is operating in accordance with our objectives.

Continued Pay-for-Performance Alignment

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

Our executive compensation program continues to tie a significant portion of current cash compensation directly to corporate performance primarily through the PIP. Following the changes to our executive compensation program in 2019 to (i) include a new type of long-term equity incentive award, in the form of PBRSUs tied to prospective Company profitability, and (ii) reduce the PIP participation factor for many of our executive officers, a higher percentage of our executives’ performance-based compensation is now equity-based. As described below, the PIP provides for monthly bonuses of a specified percentage of our monthly pre-tax income to the plan participants, subject to (i) a minimum profitability threshold requirement.requirement and (ii) limits on the total amount that may be paid to an executive officer under the PIP, to the lesser of (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 plan has been instrumental in motivating our named executive officers and other participating officers to consistently achieve and sustain superior profitability in our industry. As noted above, in October 2018 the Compensation Committee approved an amendment to the PIP that limits the total amount that may be paid to an executive officer under the PIP to the lesser of (i) 10x such executive officer’s base salary, and

-26-

(ii) 1.5% of the Company’s pre-tax income, as defined in the PIP. We believe that this additional limitation to our short-term incentive program is responsive to shareholder feedback while continuing to motivate our executives to achieve superior financial results.

We believe long-term incentives are also necessary to align pay with performance, reward loyalty, enhance retention, and create shareholder value. As in 20162017 and 2017,2018, all equity grants issued to named executive officers and other officers in 20182019 were made under the Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan (the “2016 Plan”), our primary plan for equity-based incentive compensation. Equity

grant levels are tied to performance requirements, with any earned shares provided in the form of restricted stock subject to continued service vesting provisions to further enhance retention. In addition to the restricted stock grants, beginning in 2019, each executive officer, including each named executive officer, also became eligible to receive a PBRSU award under the 2016 Plan based on the achievement of forward-looking performance objectives over a one-year performance period that will further strengthen 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’s executive compensation decisions for 20182019 were (i) our financial performance, (ii) the relationship of executive compensation to the Company’s pre-tax income, (iii) the amount of compensation that is performance-based, (iv) the review and analysis conducted by its independent compensation consultant, (v) our strong support received for “say-on-pay” voting results, and (vi) shareholder feedback.

The Company ended 20182019 with recordsolid financial results, due in large part to our ability to focus on the quality of our revenue while also controlling our costs in a challenging macroeconomic environment. Our success with these initiatives, while also investing $473.6 million in capital expenditures in 2019 to increase our capability for future growth, provides us with the financial and operational strength to maximize our opportunities in revenue, an industry-leading operating ratio, and a strong balance sheet,2020. While our income before tax, which we believe will strategically position usis the base measure for continued growthcalculating PIP payments, increased slightly in 2019. In keeping with our philosophy of pay-for-performance,2019, aggregate PIP payments to our named executive officers increased in 2018declined by 18.3% as compared to 2017, as these2018.  This decrease was due to the realignment of PIP award opportunities based on current roles and responsibilities that reduced the overall amount of PIP payments were directly aligned withto our pre-tax income growth.named executive officers. Based on our outstanding and industry-leading operating ratio resultsof 80.1% in 2018,2019, which improved by 310 basis pointswas a slight uptick from 2017,the Company record operating ratio of 79.8% in 2018, our executive officers earned performance-based RSAs atequal to 90% of base salary, slightly below the maximum levels (equalaward opportunity equal to 100% of base salary), with grants madesalary. These RSAs were granted in February 20192020 and vestingwill vest in three equal annual increments beginning on the first anniversary of the date of grant.grant date. Since the grants were made in February 2019,2020, they will be included in tabular disclosures in our proxy statement for fiscal 2019,2020, based on current SEC reporting requirements. Although we improved our financial results in 2019 compared to 2018, including Company record levels of revenue and profitability, and the price of our common stock increased 53.7% in 2019, we fell short of our minimum threshold goal for pre-tax income growth and thus no PBRSUs were earned in 2019.

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:

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