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Pay vs Performance Disclosure - USD ($)

6 Months Ended

12 Months Ended

Dec. 31, 2023

Jun. 30, 2023

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

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

Company Selected Measure Name

Pre-Tax Income

Named Executive Officers, Footnote

(4)

The dollar amounts reported in this column represent the average of the amounts reported for the Company’s named executive officers as a group (excluding Mr. Gantt for 2020, 2021, 2022 and through June 30, 2023, and Mr. Freeman since July 1, 2023) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the named executive officers (excluding Mr. Gantt for 2020, 2021, 2022 and through June 30, 2023, and Mr. Freeman since July 1, 2023) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Messrs. Satterfield, Plemmons, Parr and Overbey; (ii) for 2022 and 2021, Mr. David S. Congdon and Messrs. Satterfield, Freeman and Plemmons; and (iii) for 2020, Mr. Earl E. Congdon, Mr. David S. Congdon and Messrs. Satterfield and Freeman.

Peer Group Issuers, Footnote

(7)

Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose was the Dow Jones Transportation Average ("DJTA") for 2023, 2022 and 2021, and the Nasdaq Industrial Transportation Index for 2020 (prior to the Company being added to the DJTA in December 2021).

Adjustment To PEO Compensation, Footnote

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

(3)

The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Freeman, as computed in accordance with Item 402(v) for his service as CEO during 2023. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Freeman during his service as CEO in 2023. In accordance with the requirements of Item 402(v), the following adjustments were made to Mr. Freeman’s total compensation for each year to determine the compensation actually paid:


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

Non-PEO NEO Average Total Compensation Amount

$ 4,994,889

$ 6,184,287

$ 5,983,437

$ 5,260,421

Non-PEO NEO Average Compensation Actually Paid Amount

$ 5,671,123

4,864,545

9,749,517

6,660,167

Adjustment to Non-PEO NEO Compensation Footnote


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

Equity Valuation Assumption Difference, Footnote

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 ($)
2023			181,993		(i)		—						4,066,217		(ii)			708,783					(2,650,505	)	(iii)		—						2,306,488
2022			2,344,590					(1,459,624	)			—						(648,995	)			—						8,637					244,608
2021			4,121,370					3,520,877				—						134,605				—						6,057					7,782,909
2020			2,129,804					1,234,369				—						130,549				—						4,476					3,499,199

(i)

The amount reflects a pro rata RSA grant of 898 shares, as adjusted for the two-for-one stock split, received by Mr. Gantt for his service as a non-employee director beginning July 1, 2023 (following his retirement as our President and Chief Executive Officer effective June 30, 2023).

(ii)

This amount reflects the accelerated vesting on June 23, 2023, of an aggregate of 24,898 shares, as adjusted for the two-for-one stock split, subject to Mr. Gantt’s outstanding unvested RSAs and outstanding earned and unvested PBRSUs in connection with his retirement from the Company as discussed above.

(iii)

This amount reflects 18,680 shares, as adjusted for the two-for-one stock split, of outstanding unvested RSAs and outstanding earned and unvested PBRSUs granted in 2021 and 2022 that were forfeited in 2023 due to the accelerated vesting of these shares on June 23, 2023, in connection with Mr. Gantt’s retirement from the Company as discussed above.

(b)

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 ($)
2023			826,873					790,440				—				514,895				—			—				2,132,208

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Tabular List, Table

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

     

Total Shareholder Return Amount

$ 325

227

285

155

Peer Group Total Shareholder Return Amount

154

128

155

131

Net Income (Loss)

$ 1,239,502

$ 1,377,159

$ 1,034,375

$ 672,682

Company Selected Measure Amount

1,647,776

1,841,349

1,388,423

901,364

Mr. Freeman

Mr. Gantt

Mr. Gantt

Mr. Gantt

Mr. Gantt

Additional 402(v) Disclosure

(5)

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

Pay vs Performance Disclosure

Pre-Tax Income

Pay vs Performance Disclosure

Annual Pre-Tax Income Growth

Pay vs Performance Disclosure

Operating Ratio

Pay vs Performance Disclosure

PEO Total Compensation Amount

$ 11,296,746

$ 12,828,375

$ 10,577,833

$ 7,987,957

PEO Actually Paid Compensation Amount

7,675,675

10,494,358

16,385,495

9,878,641

Freeman [Member]

Pay vs Performance Disclosure

PEO Total Compensation Amount

9,496,611

PEO Actually Paid Compensation Amount

10,515,744

PEO | Gantt [Member]

Pay vs Performance Disclosure

Adjustment Value of Equity Awards

(5,927,559)

(2,578,625)

(1,975,247)

(1,608,515)

Adjustment Equity Awards

2,306,488

244,608

7,782,909

3,499,199

PEO | Gantt [Member] | Year End Fair Value of Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment Equity Awards

181,993

2,344,590

4,121,370

2,129,804

PEO | Gantt [Member] | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment Equity Awards

0

(1,459,624)

3,520,877

1,234,369

PEO | Gantt [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member]

Pay vs Performance Disclosure

Adjustment Equity Awards

4,066,217

0

0

0

PEO | Gantt [Member] | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member]

Pay vs Performance Disclosure

Adjustment Equity Awards

708,783

(648,995)

134,605

130,549

PEO | Gantt [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member]

Pay vs Performance Disclosure

Adjustment Equity Awards

(2,650,505)

0

0

0

PEO | Gantt [Member] | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member]

Pay vs Performance Disclosure

Adjustment Equity Awards

0

8,637

6,057

4,476

PEO | Freeman [Member]

Pay vs Performance Disclosure

Adjustment Value of Equity Awards

(1,113,075)

Adjustment Equity Awards

2,132,208

PEO | Freeman [Member] | Year End Fair Value of Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment Equity Awards

826,873

PEO | Freeman [Member] | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment Equity Awards

790,440

PEO | Freeman [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member]

Pay vs Performance Disclosure

Adjustment Equity Awards

0

PEO | Freeman [Member] | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member]

Pay vs Performance Disclosure

Adjustment Equity Awards

514,895

PEO | Freeman [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member]

Pay vs Performance Disclosure

Adjustment Equity Awards

0

PEO | Freeman [Member] | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member]

Pay vs Performance Disclosure

Adjustment Equity Awards

0

Pay vs Performance Disclosure

Adjustment Value of Equity Awards

(789,283)

(1,012,865)

(1,237,056)

(1,181,548)

Adjustment Equity Awards

1,465,517

(306,877)

5,003,136

2,581,294

Non-PEO NEO | Year End Fair Value of Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment Equity Awards

667,680

920,299

2,559,819

1,564,465

Non-PEO NEO | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment Equity Awards

478,724

(788,746)

2,344,205

913,007

Non-PEO NEO | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member]

Pay vs Performance Disclosure

Adjustment Equity Awards

0

0

0

0

Non-PEO NEO | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member]

Pay vs Performance Disclosure

Adjustment Equity Awards

319,113

(444,787)

94,849

100,333

Non-PEO NEO | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member]

Pay vs Performance Disclosure

Adjustment Equity Awards

0

0

0

0

Non-PEO NEO | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member]

Pay vs Performance Disclosure

Adjustment Equity Awards

$ 0

$ 6,357

$ 4,264

$ 3,490