odfl-def14a_20220518.htm

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

The Annual Meeting of Shareholders of Old Dominion Freight Line, Inc. will be held Wednesday, May 18, 2022, 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 10, 2022, are entitled to notice of and to vote at the meeting.

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.

The Notice of Annual Meeting of Shareholders, Proxy Statement, Form of Proxy and 2021 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 18, 2022, 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 18, 2022, 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.

Meeting Agenda/Proposals

Board Vote
Recommendation

Page Reference
(for more detail)

• Election of eleven directors

FOR ALL

•      Approval, on an advisory basis, of
  the compensation of our named
  executive officers

FOR

•      Ratification of Ernst & Young LLP
  as our independent registered
  public accounting firm for the year
  ending December 31, 2022

FOR

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

Election of Directors

Our directors are elected annually for one-year terms, and each of the nominees is currently serving as a director of Old Dominion. The nominees receiving a plurality of the votes cast at the meeting will be elected as directors. The graphics below highlight the backgrounds of our director nominees and the table below provides summary information about each director nominee.

•8 of our 11 director nominees are independent

•Our director nominees have an average tenure of 10 years

•27% of our director nominees have self-identified gender, racial or ethnic diversity

Election of Directors (continued)

Committees

Name

Age

Director
Since

Occupation

Independent

GNC

David S. Congdon

1998

Executive Chairman of the Board of Directors, Old Dominion

Sherry A. Aaholm

2018

Vice President and Chief Digital Officer, Cummins, Inc.

John R. Congdon, Jr.

1998

Private investor

Bradley R. Gabosch

2016

Private investor

Greg C. Gantt

2018

President and Chief Executive Officer, Old Dominion

Patrick D. Hanley

2016

Private investor

John D. Kasarda, Ph.D.

2008

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

Wendy T. Stallings

2020

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

Thomas A.

Stith, III

2021

President, North Carolina

Community College System

Leo H. Suggs

2009

Private investor

D. Michael Wray

2008

President, Riverside Brick & Supply Company, Inc.

AC - Audit Committee

CC - Compensation Committee

GNC - Governance and Nomination Committee

C - Committee Chair

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

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

Fiscal 2021 Executive Compensation Elements

Type

Form

General Purpose and Terms

Cash

Base Salary

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

Non-Equity
Performance
Incentive Plan
("PIP")

Motivates and rewards performance by linking a significant portion of compensation to profitability. Earned monthly based upon a fixed percentage, or participation factor, of our pre-tax income. No payment unless pre-tax income exceeds a required minimum performance threshold, and the aggregate PIP payments for each executive are limited to 10x the executive’s base salary.

Equity-

based

Performance-Based Restricted
Stock Award (“RSA”)

Aligns executive compensation with Company performance and shareholder value. Grants are awarded based on the Company’s operating ratio (a measure of profitability calculated by dividing total operating expenses by revenue). Any shares earned generally vest in increments of 33% per year on the anniversary of the grant date, subject to continued service requirements.

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

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

Other
Employee
Benefits

401(k) Plan

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

Nonqualified
Deferred
Compensation
Plan

Self-funded retirement benefit; participants can defer significant percentages of annual base salary and monthly non-equity performance-based incentive compensation. No Company match or other contributions are provided by us.

Fiscal 2021 Compensation Decisions

The principal factors in the Compensation Committee’s executive compensation decisions for 2021 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) strong support received for “say-on-pay” voting results (approximately 94% of votes cast on the proposal at our 2021 Annual Meeting of Shareholders were in favor of such proposal), and (vi) shareholder feedback.

In October 2021, the Compensation Committee reviewed the compensation of our named executive officers and approved certain material changes, effective January 1, 2022, to the compensation arrangements for David Congdon, the Company’s Executive Chairman of the Board, and Greg Gantt, the Company’s President and Chief Executive Officer:

•With respect to Mr. Congdon, the Compensation Committee approved the following changes that were further modifications to the previously disclosed multi-year approach of reduced pay levels across all pay components as part of the Company’s long-term succession planning: (i) his base salary was reduced by 24% from its 2021 level; (ii) his participation factor in the PIP used to determine his short-term incentive compensation was reduced by 46% from its 2021 level; and (iii) he will no longer receive stock-based compensation under the Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan (the “2016 Plan”).

Fiscal 2021 Compensation Decisions (continued) •With respect to Mr. Gantt, the Compensation Committee approved an increase in his base salary to $920,000, to better align his base salary with competitive market levels for chief executive officers in our peer group. We believe these compensation program changes further enhance the pay-for-performance focus of our executive compensation program, which underwent a significant redesign beginning in 2019 in response to shareholder feedback, and continue to strengthen the alignment of our executive compensation program with the long-term interests of our shareholders.
Fiscal 2021 Compensation Summary
The following table summarizes the compensation of our Chief Executive Officer, our Chief Financial Officer, and our next three most highly compensated executive officers who were serving at December 31, 2021, to whom we refer to collectively as our named executive officers, for the fiscal year ended December 31, 2021.
Name	Salary ($)	Stock Awards ($)	Non-Equity Incentive Plan Compensation ($) ⁽¹⁾	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation($)	Total Compensation ($)
David S. Congdon Executive Chairman of the Board	641,284	1,385,540	6,391,150	21,235	148,610	8,587,819
Greg C. Gantt President and Chief Executive Officer	774,023	1,975,247	7,744,570	46,780	37,213	10,577,833
Adam N. Satterfield Senior Vice President – Finance, Chief Financial Officer and Assistant Secretary	493,042	1,257,950	3,471,056	—	37,261	5,259,309

Fiscal 2021 Compensation Summary (continued)
Name	Salary ($)	Stock Awards ($)	Non-Equity Incentive Plan Compensation ($) ⁽¹⁾	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total Compensation ($)
Kevin M. Freeman Executive Vice President and Chief Operating Officer	583,168	1,488,187	4,165,267	4,601	25,546	6,266,769

Gregory B. Plemmons Senior Vice President – Sales	478,432	816,548	2,499,160	1,046	24,665	3,819,851

(1) The Non-Equity Incentive Plan Compensation payouts for Mr. Congdon and Mr. Gantt reflect reductions of approximately 10% and 7%, respectively, due to the PIP limit of 10x each executive’s base salary.
Ratification of the Appointment of our Independent Registered Public Accounting Firm As a matter of good corporate governance, we are asking our shareholders to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022.
2023 Annual Meeting • Shareholder proposals submitted pursuant to Securities and Exchange Commission ("SEC") Rule 14a-8 must be received by us by December 19, 2022. • Notice of shareholder proposals outside of SEC Rule 14a-8, including director nominations pursuant to the proxy access provisions of our bylaws, must be received by us no earlier than November 19, 2022 and no later than December 19, 2022.

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 2022 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 online 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 17, 2022.

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 17, 2022. 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. Please be aware that the meeting may be subject to in-person gathering restrictions. All meeting attendees will be required to comply with applicable health and safety protocols, which may include, but are not limited to, wearing an appropriate face covering at all times and maintaining a distance of six feet from other meeting attendees.

The Board of Directors has fixed March 10, 2022 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. On March 10, 2022, there were 113,761,155 outstanding shares of our common stock each entitled to one vote. The presence in person or by proxy of a majority of the shares of common stock outstanding on the record date constitutes a quorum for purposes of conducting business at the Annual Meeting. Shareholders do not have cumulative voting rights in the election of directors.

Brokers that are members of certain securities exchanges and that hold shares of our common stock in street name on behalf of beneficial owners have authority to vote on certain items when they have not received instructions from beneficial owners. Under the applicable rules governing such brokers, the proposal to ratify the appointment of our independent registered public accounting firm is considered

a “discretionary” item. This means that brokers may vote using their discretion on this proposal on behalf of beneficial owners who have not furnished voting instructions. In contrast, certain items are considered “non-discretionary,” and a “broker non-vote” occurs when brokers do not receive voting instructions from beneficial owners with respect to such items because the brokers are not entitled to vote such uninstructed shares. 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 - 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 proposals and, therefore, will have no effect on the outcome of the vote for any of these proposals presented at the Annual Meeting.

Where a choice is specified on any proxy as to the vote on any matter to come before the Annual Meeting, the proxy will be voted in accordance with such specification. If no specification is made but the proxy is otherwise properly completed, the shares represented thereby will be voted “for” 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, 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.

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 10, 2022, 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; (iii) each named executive officer and each of the other executive officers; and (iv) all directors, the named executive officers and all of the other executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC. Unless otherwise indicated, the address of all listed shareholders is c/o Old Dominion Freight Line, Inc., 500 Old Dominion Way, Thomasville, NC 27360. As of March 10, 2022, and in compliance with our securities trading policy, none of our directors or executive officers have pledged our common stock.

Name and Address of Beneficial Owner	Shares Beneficially Owned⁽¹⁾		Percent
The Vanguard Group ⁽²⁾ 100 Vanguard Boulevard Malvern, PA 19355		10,746,615	9.4%
BlackRock, Inc. ⁽³⁾ 55 East 52nd Street New York, NY 10055		10,008,078	8.8%
Capital Research Global Investors ⁽⁴⁾ 333 South Hope Street, 55^th Floor Los Angeles, CA 90071		6,511,245	5.7%
David S. Congdon ⁽⁵⁾		6,391,158	5.6%
John R. Congdon, Jr. ⁽⁶⁾		5,073,764	4.5%
Greg C. Gantt ⁽⁷⁾		37,059		*
Adam N. Satterfield⁽⁸⁾		28,579		*
Kevin M. Freeman ⁽⁹⁾		24,659		*
Cecil E. Overbey, Jr. ⁽¹⁰⁾		19,793		*
Ross H. Parr ⁽¹¹⁾		16,235		*
Christopher T. Brooks ⁽¹²⁾		14,940		*
John D. Kasarda		13,720		*
David J. Bates ⁽¹³⁾		13,252		*
Gregory B. Plemmons ⁽¹⁴⁾		12,173		*
D. Michael Wray		8,984		*
Bradley R. Gabosch		7,972		*
Patrick D. Hanley		7,972		*
Sherry A. Aaholm		4,006		*
Leo H. Suggs		3,772		*
Wendy T. Stallings	1,545			*
Thomas A. Stith, III	545			*
All Directors, the Named Executive Officers and all of the other Executive Officers as a Group (18 persons)	11,680,128			10.3%
_______________

Our Bylaws currently provide that the number of directors shall be not less than five nor more than twelve. Our Board of Directors, upon the recommendation of its Governance and Nomination Committee, has determined that the Board shall consist of eleven directors. 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 has approved, the eleven individuals named below to serve as directors until our next annual meeting and until their respective successors have been elected and qualified or until their death, resignation, removal or disqualification or until there is a decrease in the number of directors. The age and a brief biographical description of each director nominee, his or her position with us, certain board memberships, and the nominee’s specific experience, qualifications, attributes, skills, diversity characteristics or other factors that led our Board to conclude that the candidate is well-qualified to serve as a member of our Board are set forth below. This information and certain information regarding beneficial ownership of securities by such nominees contained in this proxy statement has been furnished to us by the nominees or obtained from filings with the SEC. All of the nominees have consented to serve as directors, if elected.

David S. Congdon (65) was appointed Executive Chairman of the Board effective May 2018, having previously served as Vice Chairman of the Board and Chief Executive Officer from May 2015 to May 2018, and President and Chief Executive Officer from January 2008 to April 2015. He was our President and Chief Operating Officer from May 1997 to December 2007 and served in various positions in operations, maintenance and engineering between 1978 and 1997. He was first elected a director in 1998 and is the cousin of John R. Congdon, Jr., who also serves on the Board. Mr. Congdon, through his more than 40 years of service to us, including 24 years of service as an executive officer of Old Dominion, has played a critical role in helping us develop our strategic plan and grow our operations through geographic expansion and acquisitions. He has experience leading us through difficult operating conditions and has helped guide Old Dominion to sustained profitability and significant growth in shareholder value. The Board benefits from Mr. Congdon’s critical knowledge of the less-than-truckload (“LTL”) industry, as well as his deep understanding of the operational and regulatory complexities that we must address as a publicly-traded transportation company.

Greg C. Gantt (66) was first elected as a director in 2018. He has served as our President and Chief Executive Officer since May 2018 and previously served as our President and Chief Operating Officer from May 2015 to May 2018. He was our Executive Vice President and Chief Operating Officer from June 2011 to May 2015, and served as our Senior Vice President - Operations from January 2002 to June 2011. He joined us in November 1994 and was one of our regional Vice Presidents until January 2002. Prior to his employment with us, Mr. Gantt served in many operational capacities with Carolina Freight Carriers Corporation, including Vice President of its Southern Region. Mr. Gantt, through his ever-increasing roles and responsibilities with us over the past 27 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 (59) was first elected as a director in 2018. Since April 2021, Ms. Aaholm has served as Vice President and Chief Digital Officer of Cummins, Inc. (NYSE: CMI), a global power leader and a corporation of complementary business segments that design, manufacture, distribute and service a broad portfolio of power solutions, where she previously served as Vice President - Chief Information Officer from June 2013 to March 2021. From August 1999 to December 2012, Ms. Aaholm served as Executive Vice President, Information Technology of FedEx Services. The Board benefits from Ms. Aaholm’s graduate degree in sustainability as well as her over 33 years of overseeing mission-critical information systems, extensive experience in technology and information security, and development of digital/Internet of Things (IoT) and prognostics solutions for manufacturing and physical products, including in the transportation and logistics industries.

John R. Congdon, Jr. (65) was first elected as a director in 1998. He is the cousin of David S. Congdon, the Company’s Executive Chairman of the Board. Prior to their acquisition by Penske Truck

Leasing in July 2017, Mr. Congdon served as the Chairman of the Board of Directors and Chief Executive Officer for each of Old Dominion Truck Leasing, Inc. and Dominion Dedicated Logistics, Inc. Mr. Congdon has over 40 years of experience in the trucking industry and brings to the Board extensive knowledge of dedicated logistics, fleet management services and the purchase and sale of equipment. Having previously served as chairman of a board, Mr. Congdon also brings experience in board management.

Bradley R. Gabosch (70) was first elected as a director in 2016. Mr. Gabosch previously served as Managing Director for the public accounting firm Grant Thornton LLP from August 2014 to May 2016. Mr. Gabosch also served in various positions at Grant Thornton LLP, including as Carolinas Managing Partner, from October 2009 until his retirement as partner in July 2013. He has over 43 years of experience in the public accounting profession, of which 29 years were spent as an audit partner. Mr. Gabosch brings to the Board extensive knowledge of accounting and management and a strong understanding of financial statement oversight and disclosure matters.

Patrick D. Hanley (77) was first elected as a director in 2016. Mr. Hanley has an extensive history in the trucking industry having most recently served as Senior Vice President - Finance and Accounting of UPS Freight (formerly Overnite Corporation and now known as TForce Freight, a subsidiary of TFI International) 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 its subsidiary Overnite Transportation from June 1996 to August 2005. Prior to such roles, Mr. Hanley served in various senior financial positions at Union Pacific Resources Group and Union Pacific Corporation. Mr. Hanley has served on the Board of Directors of NewMarket Corporation (NYSE: NEU), which develops, manufactures, blends and delivers chemical additives that enhance the performance of petroleum products, since 2004. 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.

John D. Kasarda, Ph.D. (76) was first elected as a director in 2008. Dr. Kasarda serves as the President and Chief Executive Officer of Aerotropolis Business Concepts LLC and the President of Aerotropolis Institute China. Dr. Kasarda also serves on the faculty at the University of North Carolina at Chapel Hill's Kenan-Flagler Business School. He is considered the leading developer of the aerotropolis concept, which brings together air logistics and surface transportation to foster airport-linked business development. He is the former Editor-in-Chief of Logistics, an international journal of transportation and supply chain management, and brings a unique perspective and creative insights to our Board due to his breadth of knowledge in business strategy, transportation, logistics, and global supply chain management, combined with his thought leadership and worldwide experiences in the transportation industry.

Wendy T. Stallings (47) was first elected as a director in 2020. Ms. Stallings is a real estate investor and the sole owner of TPI Event Solutions, Inc., a full-service event management company specializing in catering, hospitality, corporate events, merchandise and contract fulfillment, where she has served as President since December 2000. She was also the co-owner of Excel Learning Centers, a children’s early learning program with campuses located throughout North Carolina, where she served as Vice President from March 2006 until the sale of the business in August 2021. The Board benefits from Ms. Stallings’ law degree as well as her comprehensive expertise in entrepreneurship, strategic planning, customer relations and business management.

Thomas A. Stith, III (58) was first elected as a director in 2021. Since January 2021, Mr. Stith has served as President of the North Carolina Community College System, where, as chief administrative officer of the system, he provides policy oversight and guidelines for the 58 community and technical colleges in the system. From September 2019 to December 2020, Mr. Stith served as District Director of the U.S. Small Business Administration (“SBA”), with responsibility, as the SBA’s senior representative in North Carolina, for developing and implementing the District Office Strategic Plan while directing and

managing all SBA programs within North Carolina. From January 2017 to September 2019, Mr. Stith was the Chief Executive Officer and co-founder of The Michael Thomas Group, a firm focused on consulting and advising clients seeking business development opportunities in the public and private sectors. From January 2013 to December 2016, Mr. Stith served as Chief of Staff to North Carolina Governor Pat McCrory, in which role he advised and made recommendations to the Governor on public policy, budget, and state government operations matters. The Board benefits from Mr. Stith’s extensive experience in public policy and administration, diversity and inclusion and legislative affairs.

Leo H. Suggs (82) was first elected as a director in 2009 and has served as our Lead Independent Director since December 2018. Mr. Suggs has a long and distinguished career in the trucking industry that began in 1958, holding a wide range of positions that included Chairman and Chief Executive Officer of Overnite Transportation from 1996 to 2005 and President and Chief Executive Officer of UPS Freight from 2005 to 2006. As 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. We believe that Mr. Suggs is invaluable to our Board as an adviser on logistics services and LTL operations.

D. Michael Wray (61) 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 due to 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.

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

David J. Bates (57) 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.

Christopher T. Brooks (51) 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 (which was acquired by The Allstate Corporation in 2021) from January 2015 to June 2015 after serving as that company’s Vice President of Human Resources from January 2010 to December 2014.

Kevin M. Freeman (63) 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 42 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. (60) 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 36 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 (50) 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 (57) was appointed Senior Vice President – Sales effective January 2019, after serving as our Vice President – Field Sales since September 2013. He also served as our Vice President – OD Global from December 2002 to September 2013. Mr. Plemmons has 33 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 (47) was appointed Senior Vice President - Finance, Chief Financial Officer and Assistant Secretary effective January 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.

Historically, our Chairman of the Board has also served as our Chief Executive Officer, and these dual roles were held for many years by Earl E. Congdon, who now serves as Chairman Emeritus and Senior Advisor to the Company. 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. Earl E. Congdon retired from our Board effective January 1, 2021 and ceased to serve as Senior Executive Chairman on such date.

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. Leo H. Suggs has served in such role since December 2018. Our Lead Independent Director's responsibilities and authority include presiding at meetings of our independent directors, coordinating with our Executive Chairman and our Chief Executive Officer on Board meeting agendas, schedules and materials and otherwise acting as a liaison between the independent directors, our Executive Chairman and our Chief Executive Officer. For these reasons, the Board believes that 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.

In accordance with the listing standards of The Nasdaq Stock Market, LLC (“Nasdaq”), our Board 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, Ms. Stallings, Mr. Stith, Mr. Suggs and Mr. Wray are each independent in accordance with Nasdaq listing standards. The Board performed a review to determine the independence of its members 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, in addition to information obtained by us, with regard to each individual's business and personal activities as they may relate to us and our management. Our Corporate Governance Guidelines direct the independent directors of the Board to meet in executive session at least twice each year, and they met four times in 2021. Shareholders may communicate with the independent directors by following the procedures set forth in “Shareholder Communications with the Board” in this proxy statement.

Pursuant to our Corporate Governance Guidelines, directors are expected to attend the Annual Meeting and all meetings of the Board, including all meetings of Board committees of which they are members. All of our directors were present at our 2021 Annual Meeting of Shareholders that was held on May 19, 2021. Our Board of Directors held seven meetings during 2021. 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 2021, all of our 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.

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 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, our Internal Audit Department reports to the Audit Committee on its audit plan and our audit-related processes and procedures and internal controls, and our OD Technology Department reports to the Audit Committee on our cybersecurity, technology and data privacy initiatives. The Audit Committee met eleven times in 2021. 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.

Our Compensation Committee currently consists of Leo H. Suggs (Chair), Patrick D. Hanley, Wendy T. Stallings 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. In addition, the Compensation Committee regularly engages with our management team regarding the Company’s human capital programs, including employee diversity and inclusion initiatives. 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 six times in 2021. 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 2021.

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 2020 and 2021, the Compensation Committee engaged Pearl Meyer to review and analyze our executive compensation program and conduct a peer group assessment, as well as assess and consider any shareholder outreach matters and shareholder advisory group observations. In addition, in 2021, the Compensation Committee also engaged Pearl Meyer to review and analyze the competitiveness of our non-employee director program, including how our program and performance compared to those of our peer group. For a more detailed discussion of the nature and scope of the role of Pearl Meyer with respect to our compensation programs, please see “Compensation Discussion and Analysis - Role of Compensation Consultant” and “Director Compensation - Components of Compensation” below.

The Governance and Nomination Committee currently consists of John D. Kasarda (Chair), Sherry A. Aaholm, Bradley R. Gabosch, Thomas A. Stith, III 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 opportunities for 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. 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 responsible for overseeing the annual self-evaluation process of the Board and its committees, which is used by the Board and each committee to assess effectiveness, performance and opportunities for improvement. The Governance and Nomination Committee reports its findings and any recommendations to the Board. During 2021, the Board and committee evaluation process involved the distribution of a self-assessment questionnaire to all Board and committee members inviting a review and written comments on all aspects of the Board and each committee’s composition, role and responsibilities, as well as director performance and Board dynamics. For both the Board and the relevant committee, the process solicited ideas from directors about (i) improving quality of Board and committee discussions on key matters, (ii) identifying specific issues that should be discussed in the future, and (iii) identifying any other matters of importance to the proper functioning of the Board or relevant committee.

The Governance and Nomination Committee is governed by a written charter approved by the Board, 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 2021.

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.

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.

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.

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 his/her respective affiliates and associates) and the director nominee (and his/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 of our bylaws. If the Governance and Nomination Committee receives a director nomination from a shareholder or group of shareholders who (individually or in the aggregate) have beneficially owned greater than 5% of our outstanding stock for at least one year prior to the date of nomination, we, to the extent required by applicable securities law, will identify the candidate and shareholder or group of shareholders recommending the candidate and will disclose in our proxy statement whether the Governance and Nomination Committee chose to nominate the candidate, as well as certain other information required by SEC rules and regulations. Shareholders may also nominate and include in our annual proxy materials a candidate for election as a director at our annual meeting of shareholders pursuant to the proxy access provisions described in Article 3, Section 7 of our bylaws, subject to certain limitations and provided that the requirements set forth in our bylaws are satisfied.

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.

In evaluating prospective nominees, the Governance and Nomination Committee considers the criteria outlined in our Corporate Governance Guidelines, which include personal and professional ethics, integrity and values; director independence; relevant educational and business experience; willingness to devote the time required to fulfill the duties of a director and to develop additional insight into our

operations; and a willingness to represent the best interests of us and our shareholders and be objective in evaluating management's effectiveness. The Governance and Nomination Committee also considers various specific skills, attributes and qualities of prospective nominees, as well as current Board members, that are particularly relevant to our business and a strong and effective Board, which include the following:

In addition to these specific categories, the Governance and Nomination Committee considers a number of other factors in considering director candidates, including board dynamics, an appropriate mix of skills and experience (including a balance between new and experienced directors), reputation of potential nominees, the nature and extent of a nominee’s other commitments, and expected contributions of the nominee to the Board and its committees.

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


Director Skills and Qualifications	D. Congdon	Aaholm	J. Congdon, Jr.	Gabosch	Gantt	Hanley	Kasarda	Stallings	Stith	Suggs	Wray
Industry - Extensive knowledge and experience in the freight transportation and logistics industry	X	X	X	X	X	X	X			X	X
Executive Management - Senior level experience in operations, strategic planning, risk management and oversight, finance/accounting and economics, and/or treasury and securities markets	X	X	X	X	X	X	X	X	X	X	X
Diversity – Self-identified diversity characteristics (including with respect to gender, race, ethnicity and national origin)		X						X	X
Human Resources and Safety - Knowledge of employee relations, safety and environmental issues	X		X		X	X			X	X
Shareholder Relations - Understanding of public company governance and institutional investor considerations	X			X	X	X	X			X
Customer Relations - Insight into marketing, sales and customer relationship management	X		X		X			X	X	X	X
Information Technology - Understanding of information technology, cybersecurity, data privacy, information systems and related issues		X							X
International/Global - Knowledge of global trends and considerations relating to supply chain management and multimodal transportation solutions							X
Legal/Regulatory/Government Affairs - Understanding of legal and regulatory implications, including ESG matters, and a strong grasp of the workings of government and public policy on a local, state and national level							X	X	X

In seeking and evaluating prospective director nominees, diversity in gender, race, ethnicity, culture, tenure of Board service, viewpoint, geography, and other qualities and attributes are important factors to consider in connection with the criteria outlined above and equal opportunity principles. The Governance and Nomination Committee is committed to actively seeking out highly qualified women and individuals from minority groups to include in the pool from which director nominees are chosen. We and the Governance and Nomination Committee believe that the current composition of the Board reflects a highly talented group of individuals best suited to perform oversight responsibilities for us and our shareholders at this time, and we will continue to consider diversity factors as we evaluate the composition

of our Board. The following chart shows certain self-identified personal characteristics of our director nominees, in accordance with Nasdaq Listing Rule 5605(f).

Director succession presents an opportunity for the Company to expand and replace key skills and experience and bring fresh perspectives to the boardroom. Since 2016, as part of our effort to identify, recruit and elect new directors whose qualifications would bring further strength to our Board, and as a result of the nomination process described above, we have added five new independent directors to the Board. The Governance and Nomination Committee periodically reviews the specific categories and factors considered in evaluating director candidates, and makes updates as needed to inform any future director searches.

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, 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 deliberations regarding whether to accept the director nominee's offer to resign.

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 Risk Management Department 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.

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

Our Director of Internal Audit 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 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 programs and to assess how any identified vulnerabilities in the industry might impact our Company as well as the sufficiency of our response. The results generated from these activities are reported to management and are used to develop action plans to address any identified opportunities for risk mitigation and overall improvement. The Audit Committee is apprised by management of the results of the third-party analysis, any related action plans and progress against those plans. Management, together with members of our OD Technology Department, brief the Board directly, or through their communications with the Audit Committee, on information security matters on at least a quarterly basis. After gathering and assessing information about our risk exposure, our Audit Committee reports the results of its review to the Board on a regular basis.

Other committees of the Board have risk oversight responsibility as well. The Governance and Nomination Committee is responsible for the oversight of risks associated with succession planning and corporate governance matters, including ESG matters and related shareholder and stakeholder communications, and the Compensation Committee is primarily responsible for the oversight of risks associated with employment agreements, compensation arrangements and human capital considerations, including the attraction and retention of qualified employees. 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. During 2021, the Board and its committees continued to devote significant time and attention to risks and related matters associated with the COVID-19 pandemic, including those related to protecting the health and safety of our employees while meeting the needs of our customers. The Board and its committees continued to provide active oversight of our response to the pandemic and received regular updates from management on the topic between meetings.

Our Lead Independent Director promotes effective communication and consideration of matters presenting significant risks to us through his role in coordinating with 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 Executive Chairman and our Chief Executive Officer.

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

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

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

We invest in new technologies and processes that drive responsible environmental stewardship. Operating a successful business provides us opportunities to do the right thing - in the way we treat one another and our communities. Now, more than ever, our industry understands the importance of incorporating sustainability measures into the way we operate. We are committed to continuing these investments.

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

We received the SmartWay^® Excellence Award for the seventh consecutive year in 2021. The award recognizes us as an industry leader in exceptional freight performance, freight efficiency, and contributions to cleaner air throughout supply chains and reflects our significant efforts to improve miles per gallon performance, which improved by 15.5% from 2010 to 2020. Additionally, our Scope 1 and Scope 2 greenhouse gas emissions decreased by approximately 12% from 2018 to 2020.

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

Investing in our OD Family of Employees – We create opportunities to foster safety, excellence, healthy lifestyles, and career advancement for our team. We invest in our people, offering continuous education through OD Truck Driver Training, Supervisor Training, and Management Training programs.

Our OD Truck Driver Training program empowers the career advancement of dock workers and other positions by offering hundreds of hours of driver training. Additionally, we offer an industry-competitive benefits package and various wellness programs designed to assist employees with establishing and living a healthy and balanced lifestyle.

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

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

COVID-19 Response – The COVID-19 public health crisis has required careful safety planning, training, and investment. Our OD Family of employees has followed applicable COVID-19 guidance issued by national, state and local officials. We continue to encourage everyone in the OD Family to follow safety measures as needed to keep themselves and their loved ones healthy and safe. It has been a team effort—one we all take seriously.

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

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

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

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

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

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.

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 Company 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 third party documents the complaint, assigns a reference number to the complaint for tracking purposes and forwards that information, through email, to the Chair of the Audit Committee, our Director - Internal Audit, and our Manager - Executive Administration. Either the Chair of the Audit Committee or our Director - Internal Audit, using whatever resources are required and working with the Corporate Compliance Department and Manager - Executive Administration as needed, initiates and/or manages the investigation of the complaint. Corrective action, if deemed necessary, is decided upon by the Chair of the Audit Committee and then implemented as needed. The identity of the individual submitting the complaint and the details of the complaint remain anonymous throughout this process.

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.

The current members of the Compensation Committee are Mr. Suggs (Chair), Mr. Hanley, Ms. Stallings and Mr. Wray. None of the current members of the Compensation Committee has ever served as an officer or employee of our Company or had any relationship during the year ended December 31, 2021 that would be required to be disclosed pursuant to the SEC's Item 404 of Regulation S-K. No interlocking relationships exist between our directors, our executive officers or the Compensation Committee and the board of directors or compensation committee of any other company.

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 20, 2020. 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, 2021, 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 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.

The Audit Committee has discussed with EY the matters required to be discussed by the 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, 2021 for filing with the SEC.

The Company delivered exceptional financial performance in 2021, driven by the consistent and disciplined execution of our long-term strategic plan. While the COVID-19 pandemic created considerable economic uncertainty in 2020, we saw a significant increase in the demand for freight with the improvement in the economy throughout 2021. We were able to create value for our customers by delivering best-in-class service and offering capacity at a time when it was generally limited in our industry. Furthermore, strong GDP growth coupled with the rebound of many industries helped the Company achieve new Company records with revenue of $5.3 billion, net income of $1.0 billion and an operating ratio of 73.5%. Compared with 2020, these results reflected improvements of approximately 31% for revenue, 54% for net income, and 390 basis points for operating ratio.

We believe our industry-leading results demonstrate continued execution of our long-term growth strategy of delivering superior service at a fair price while also continuing to invest in capacity to achieve our long-term market share goals. The discipline instilled by our executive officers to remain committed to these long-term philosophies across our organization has contributed to compound annualized total shareholder returns, including cumulative dividends, of 63.6%, 44.5% and 35.0% over the three-year, five-year and ten-year periods ended December 31, 2021, respectively, significantly outperforming industry peers and the broader market. During 2021, we repurchased $599.0 million of common stock and returned $92.4 million to shareholders through cash dividends. We have increased our per share dividend by an average of 31.6% annually since inception of this program in 2017. We believe these results demonstrate the alignment of our executive compensation program with Company performance and the long-term interests of our shareholders.

In October 2021, the Compensation Committee reviewed the compensation of the Company’s named executive officers and approved certain material changes, effective January 1, 2022, to the compensation arrangements for each of: (i) David S. Congdon, the Company’s Executive Chairman of the Board; and (ii) Greg C. Gantt, President and Chief Executive Officer of the Company and a member of the Board.

These changes were made after discussion with Pearl Meyer and our senior management team, as well as consideration of Pearl Meyer’s industry and market analysis, recommendations and findings with respect to our executive compensation program, and consideration of shareholder outreach feedback. We believe these compensation program changes further enhance the pay-for-performance focus of our executive compensation program, which underwent a significant redesign beginning in 2019 in response to shareholder feedback, and continue to strengthen the alignment of our executive compensation program with the long-term interests of our shareholders.

We seek to pay our executive officers fairly and competitively and to link pay with performance. As in 2020, the main elements of our compensation program are base salary, performance-based cash incentive awards under our PIP, and performance-based stock incentive compensation in the form of RSAs tied to our operating ratio results and PBRSUs tied to Company profitability.

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.

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 2021 Annual Meeting, approximately 94% of the votes cast on the advisory vote to approve the compensation of our named executive officers were in favor of the proposal. We believe this strong support for the executive compensation program from our shareholders was a result of our continued commitment to pay-for-performance, the significant changes to our executive compensation program that we implemented beginning in 2019 to further reinforce our compensation program objectives, our continued shareholder outreach, and careful consideration of shareholder feedback regarding our executive compensation program.

We believe our executive compensation program continues to strike the appropriate balance between driving the Company’s short-term goals while also providing a strong emphasis on performance-based equity awards in support of long-term shareholder value creation. In reviewing and designing our executive compensation program, we focused on connecting our compensation objectives to our current business strategy and ensuring our executive officers are compensated based on results that support this strategy. We believe our current executive compensation program establishes the appropriate balance and mix of executive pay between base salaries, short-term incentives, and long-term incentives. We do not believe the elements of our executive compensation program encourage excessive risk-taking, and we regularly review our program with our Compensation Committee and our Board to ensure it is operating in accordance with our objectives.

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

compensation for our named executive officers in the aggregate that is directly based on our corporate performance:

Our executive compensation program continues to tie a significant portion of cash compensation directly to corporate performance primarily through the PIP. We made 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, which has resulted in a higher percentage of performance-based equity compensation for our executives. As described below, the PIP provides for monthly bonuses of a specified percentage of our monthly pre-tax income to the PIP participants, subject to (i) a minimum profitability threshold 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 the PIP has been instrumental in motivating our named executive officers and other participating officers to consistently achieve and sustain superior profitability in our industry.

We believe long-term incentives are also necessary to align pay with performance, reward loyalty, enhance retention, and create shareholder value. All equity grants issued to named executive officers and other officers in 2021 were made under the 2016 Plan, our primary plan for equity-based incentive compensation. Equity grant levels are tied to performance requirements, with any earned shares subject to continued service vesting provisions to further enhance retention. In addition to RSA grants tied to operating ratio results, 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 described in more detail below.

The principal factors in the Compensation Committee’s executive compensation decisions for 2021 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 2021 with exceptional financial results, due in large part to our ability to focus on superior customer service, the quality of our revenue and disciplined cost management. Our success with these ongoing initiatives, while also investing $566.1 million in capital expenditures in 2021 to increase our capacity for future growth, provides us with the financial and operational strength to maximize our opportunities in 2022. Based on our industry-leading profitable financial performance in

2021, PIP payments increased accordingly, prior to accounting for PIP limits for Mr. Congdon and Mr. Gantt, as a result of our higher pre-tax income. In addition, we achieved an industry-leading operating ratio of 73.5% in 2021, which was a continued improvement from the Company operating ratio of 77.4% in 2020. As a result, Messrs. Gantt, Satterfield, Freeman and Plemmons earned performance-based RSAs equal to 100% of base salary, the maximum award opportunity. These RSAs were granted in February 2022 and will vest in three equal annual increments beginning on the first anniversary of the grant date. Since the grants were made in February 2022, they will be included in tabular disclosures in our proxy statement for fiscal 2022, based on current SEC reporting requirements. Mr. Congdon did not receive an RSA grant as he no longer receives stock based-compensation under the 2016 Plan. We delivered exceptional financial results in 2021 compared to 2020, including Company records for annual revenue and profitability, an 83.6% increase in the price of our common stock and a 33% increase in our dividends per share of common stock. The Company achieved 54% pre-tax income growth in 2021, which resulted in the 2021 PBRSU grants being earned at the maximum level.

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:

Below we highlight key compensation practices that we have implemented in our executive compensation program to promote the interests of shareholders and ensure responsible compensation and governance practices.

In 2021, we believe the combination of our continued focus on revenue quality and the cost control discipline instilled across our organization by our senior executive management team enabled us to further improve our operating ratio. We achieved exceptional financial results in a dynamic macroeconomic environment by aggressively recruiting quality employees and maintaining our commitment to providing superior customer service to address increasing business levels throughout 2021. Our success would not have been possible without our commitment to a long-term strategic plan that is centered on the delivery of superior service at a fair price. We continue to evaluate our service offerings and are dedicated to ensuring that our service remains best-in-class, and we were very proud to win the Mastio Quality Award for the twelfth consecutive year. The Mastio Quality Award recognizes the top national LTL company across various customer service categories, based on Mastio’s annual survey conducted with freight customers in numerous industries.

Our commitment to customer service and consistent execution of our strategic plan by our team, which includes approximately 25,000 employees, has resulted in the long-term consistent improvement in our financial results. As a result of this improvement, we delivered total shareholder returns for the one-, three-, and five-year periods ended December 31, 2021 that significantly outperformed the companies in our peer group, ranking approximately at or above the 75^th percentile over each period. The consistent improvement in both short- and long-term shareholder value creation reinforced the determination by our Compensation Committee and Board that our executive compensation program is achieving its desired objectives.

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

Committee makes recommendations to the Board regarding the adoption of, and changes to, our executive compensation plans.

Mr. Gantt, our President and Chief Executive Officer, has a significant role in the compensation-setting process, including (i) providing recommendations to the Compensation Committee on business performance targets and objectives, and (ii) evaluating individual performance. From time to time, Mr. Gantt and Mr. Congdon, our Executive Chairman, also provide recommendations to the Compensation Committee regarding salary and equity or non-equity based award considerations.

Mr. Congdon and Mr. Gantt do not participate in any Compensation Committee decisions regarding their individual performance, salary level, non-equity incentive plan compensation or other compensation that may be granted to them.

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

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

During the second quarter of 2021, the Compensation Committee engaged Pearl Meyer to conduct a review and analysis of the Company’s executive compensation program for its executive officer and non-employee director compensation programs. With respect to the executive compensation program, Pearl Meyer conducted a market pay review for each executive officer position, business performance analysis, total shareholder return analysis and pay and performance alignment review. In conducting its analysis, Pearl Meyer compared and summarized compensation data from the same fifteen peer group companies used during Pearl Meyer’s review of our executive compensation program performed in 2020 and listed below. At the time the study was conducted, the Company was positioned at or above the 75^th percentile for profitability, enterprise value and long-term shareholder returns, and between the 25^th and 50^th percentiles for revenue as compared with the industry peer group. In addition, Pearl Meyer collected and summarized pay data from multiple and reputable executive compensation surveys to supplement the peer group data when officer position matches were either unavailable or were limited in number.

Following confirmation of the peer group composition by the Compensation Committee, Pearl Meyer conducted a review and analysis of our executive compensation program, which would be considered by the Compensation Committee and the Board when making 2022 compensation decisions. With respect to our executive compensation program, Pearl Meyer was requested to review the competitiveness of the program and analyze recent business results in order to evaluate the strength of the relationship between executive officer pay and overall Company performance. Pearl Meyer’s analysis of our executive compensation program: (i) included each of our executive officer positions; (ii) focused on position level pay data (with respect to base salary, short-term incentives, total cash compensation, long-term incentives and total direct compensation (sum of base salary, short-term incentives and long-term incentives)); and (iii) highlighted comparisons to market based on publicly-available proxy statements and further supplemented by published survey data.

Based on its review and analysis, Pearl Meyer determined, among other things, that: (i) our aggregate total direct compensation levels for the executive officer group were above the 75^th percentile of the market; (ii) our average overall performance was near or above the 75^th percentile results for the fifteen peer group companies identified above based on a variety of financial and shareholder metrics over multiple time periods; (iii) our executive pay structure provided a much higher variable compensation mix as compared to market with 86% or more of executive compensation at risk; (iv) our base salaries were between 25^th percentile and 50^th percentile market values in the aggregate; and (v) our long-term incentive compensation was also between the 25^th percentile and 50^th percentile market values in the aggregate. The Compensation Committee considered Pearl Meyer’s findings and analysis when it assessed our executive compensation program for 2022 and approved: (i) modest base salary increases for Messrs. Satterfield, Freeman and Plemmons; (ii) a base salary increase to $920,000 for Mr. Gantt to address market competitiveness; and (iii) further modifications to the previously disclosed multi-year approach of reduced pay levels for Mr. Congdon across all pay components as part of the Company’s long-term succession planning.

Although peer data is utilized in Pearl Meyer’s analysis, and the Compensation Committee reviews and considers such data in making compensation decisions, we do not benchmark compensation to any particular peer group percentile for any of our named executive officers. Given our strong financial performance, the majority of total compensation for our named executive officers over the past several years has been delivered through the PIP, which rewards our executives for driving superior financial performance. The Compensation Committee periodically reviews all aspects of our compensation program, including the pay mix for officers, to ensure alignment with desired objectives. After the Compensation Committee reviewed and considered the results of Pearl Meyer’s analysis conducted in 2021, our 2021 “say-on-pay” voting results and shareholder outreach feedback, in October 2021, the Compensation Committee approved various changes to our executive compensation program for certain named executive officers effective January 2022, as discussed above.

In connection with its engagement of Pearl Meyer, the Compensation Committee conducted a conflict of interest assessment and determined that Pearl Meyer was independent and that its engagement did not present any conflicts of interest. During fiscal 2021, Pearl Meyer only worked for the Compensation Committee and performed no additional services for the Company or any of the named executive officers. The Compensation Committee pre-approved all work performed by Pearl Meyer.

During fiscal 2021, neither the Compensation Committee nor Company management used the services of any other compensation consultant other than Pearl Meyer.

Set forth below is each of the components of our executive compensation program and the decisions the Compensation Committee made in connection with 2021 and, where appropriate, 2022 compensation.

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

The table below reflects the annual base salaries for our named executive officers that have been approved by the Compensation Committee for 2022, and annual base salaries for 2021 and 2020:

The Compensation Committee has determined that a significant portion of compensation provided to our named executive officers should be performance-based. Accordingly, during 2021, our named executive officers participated with certain other employees in our PIP, which is an incentive cash bonus plan designed to incentivize participants to achieve the Company’s strategic and financial goals for the fiscal year, using a formulaic calculation. The PIP is administered by the Compensation Committee. Participants were selected by the Compensation Committee, with input by senior management, to receive a monthly cash incentive payment based upon a fixed percentage, or participation factor, of our pre-tax income if our pre-tax income exceeds 2% of revenue for that month. The Compensation Committee approved the participation factors for our named executive officers and other key participants and monitored the compensation derived from the PIP.

The PIP has been very effective in focusing our executive officers and other participants on continuous operational excellence and aligning pay with performance. Compensation earned under the PIP is “at risk” and performance-based, and will vary over time based on our profitability. Generally, any decrease in pre-tax income directly – and negatively – impacts the amount of PIP compensation paid to our named executive officers.

For illustration purposes, the following table reflects minimum, threshold and maximum PIP payouts that could be earned by each named executive officer based on his individual PIP participation factor. Pre-tax income must exceed 2% of revenue for the threshold amount to be earned. The threshold amounts below are calculated using a pre-tax income amount of $105.1 million, which is 2% of our 2021 revenue. We used our 2021 revenue of $5.3 billion as the base revenue for this illustration, as we have not provided revenue guidance for any future periods.

		Pro Forma 2022 PIP Payout
Named Executive Officer		Minimum $		Threshold ⁽¹⁾ $		Maximum ⁽²⁾ $
	David S. Congdon		—		289,025		4,887,350
	Greg C. Gantt		—		630,600		9,200,000
	Adam N. Satterfield		—		262,750		5,105,850
	Kevin M. Freeman		—		315,300		6,039,170
	Gregory B. Plemmons		—		189,180		4,954,110

The following table shows the 2022 and 2021 PIP participation factors as well as the payouts earned by each of our named executive officers for each of 2021 and 2020:

Named Executive Officer		2022 PIP Participation Factor (%)		2021 PIP Participation Factor (%)	2021 PIP Payout ($)	2020 PIP Payout ($)
	David S. Congdon ⁽¹⁾		0.275	0.51	6,391,150	5,526,958
	Greg C. Gantt		0.60	0.60	7,744,570	5,526,958
	Adam N. Satterfield		0.25	0.25	3,471,056	2,026,551
	Kevin M. Freeman		0.30	0.30	4,165,267	2,763,479
	Gregory B. Plemmons		0.18	0.18	2,499,160	⁽²⁾

The cash incentive provided by the PIP is determined on a monthly basis and paid to participants, subject to (i) our pre-tax income exceeding 2% of revenue for that month, 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. Each of these criteria were satisfied for each participant for each month in 2021, and as a result, our named executive

officers received cash compensation from the PIP each month based upon their respective participation factor. In keeping with our philosophy of pay-for-performance, PIP payouts to our officers, including our named executive officers, in 2021 were directly aligned with our financial performance. In 2021, our annual pre-tax income increased to approximately $1.39 billion, representing a 54% year-over-year increase as compared to 2020 results. PIP payouts for Mr. Congdon and Mr. Gantt reflect reductions of approximately 10% and 7%, respectively, due to the PIP limit of 10x each executive’s base salary.

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

The Compensation Committee has considered whether our employee compensation policies and practices, including our PIP, create inadvertent incentives for executive management and other participants to make decisions that are reasonably likely to have a material adverse effect on us, and believes they do not. The Compensation Committee believes the overarching characteristic of the PIP is its ability to create a highly motivated and aligned management team that is focused on consistently executing our operating plan, improving our performance, and creating long-term value for our shareholders. The compounded annualized increase in our revenue and pre-tax income over the past ten years was 10.7% and 20.2%, respectively. The compounded annualized total shareholder return, including cumulative dividends, over the past three, five and ten years was 63.6%, 44.5% and 35.0%, respectively.

In 2016, as part of our ongoing commitment to review and assess the appropriateness and competitiveness of our executive compensation program, we determined to shift our equity compensation policy to allow for stock-settled awards. We believe stock-settled awards serve as a stronger incentive and retention tool and more closely align participant and shareholder interests. To further this objective, the Compensation Committee and the Board adopted the 2016 Plan, which was subsequently approved by our shareholders at our 2016 Annual Meeting. Since 2016, the Compensation Committee has annually granted performance-based RSAs for shares of our common stock under the 2016 Plan to our named executive officers, as well as other officers, and service-based RSAs to members of the Board. Since 2019, the Compensation Committee also has granted PBRSUs to our executive officers, which are settled in shares of our common stock under the 2016 Plan if the requisite prospective performance objective and service requirements are achieved.

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

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

performance hurdles are challenging and would generally require us to perform at or above industry norms to earn grants in the upper half of the award opportunity range.

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

The RSA awards granted in 2021, 2020 and 2019 were determined by our operating ratio results for the preceding fiscal year. Our operating ratio was 77.4%, 80.1%, and 79.8% for the years 2020, 2019, and 2018, respectively. As a result, the Compensation Committee approved RSAs that were granted under the 2016 Plan equal to 100% of each named executive officer’s annual base salary in February 2019 (reported in the Summary Compensation Table as compensation for fiscal year 2019), equal to 90% of each named executive officer’s annual base salary in February 2020 (reported as compensation for fiscal year 2020), and equal to 100% of annual base salary for each of Messrs. Gantt, Satterfield, Freeman and Plemmons in February 2021 (reported as compensation for fiscal year 2021). With respect to Mr. Congdon, the Compensation Committee approved an RSA grant equal to 85% of his annual base salary in February 2021 (reported as compensation for fiscal year 2021), consistent with the previously disclosed multi-year approach of reduced pay levels across all pay components as part of the Company’s long-term succession planning. The number of shares awarded for each individual was calculated by dividing the cash value of the award by the 50-day moving average closing price of our common stock for the period ending on the trading day immediately preceding each grant date. The fair value at each grant date is calculated by multiplying the number of shares granted for each individual by the closing price of our common stock on such grant date. See "Executive Compensation - 2021 Grants of Plan-Based Awards" for more information about the 2021 RSA grants.

The amounts of our fiscal 2022 RSA grants were determined by our 2021 operating ratio of 73.5%, which improved by 390 basis points and once again led the industry. As a result, each of Messrs. Gantt, Satterfield, Freeman, and Plemmons earned RSA grants equal to 100% of base salary, which was consistent with the RSA grant amount earned in the prior year. Since the grants were made in February 2022, they will be included in tabular disclosures in our proxy statement for fiscal 2022, based on current SEC reporting requirements. Mr. Congdon did not receive an RSA grant as he no longer receives stock based-compensation under the 2016 Plan.

We believe that grants of PBRSUs under the 2016 Plan to each of our executive officers are a key long-term incentive component of our executive compensation program and further enhance our pay-for-performance philosophy. PBRSUs are directly linked to the Company’s prospective performance, with

annual pre-tax income growth as the sole performance metric. We believe growth in pre-tax income is a key contributor to the long-term improvement in the price of our common stock.

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

Each named executive officer received a PBRSU grant in February 2021. Named executive officers with the title of Chief Executive Officer, Chief Financial Officer, or Chief Operating Officer received a target PBRSU award of 100% of base salary, and named executive officers with the title of Senior Vice President received a target PBRSU award of 50% of base salary. As such, the target PBRSU award for Messrs. Gantt, Satterfield and Freeman was equal to 100% of each officer’s base salary, and the target PBRSU award for Mr. Plemmons was equal to 50% of his base salary. The target PBRSU award for Mr. Congdon was equal to 85% of his base salary consistent with the previously disclosed multi-year approach of reduced pay levels across all pay components as part of the Company’s long-term succession planning. In 2021, our annual pre-tax income growth of 54% resulted in each named executive officer earning a PBRSU award at the maximum level, which was equivalent to 200% of each named executive officer’s target PBRSU award.

The table below sets forth the target PBRSU award for each named executive officer, expressed as a percentage of the named executive officer’s base salary for the 2021 performance period, the target number of PBRSUs, and the actual number of PBRSUs earned in 2021:

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

target at a level that it believes to be challenging, but attainable. The shares underlying the PBRSUs awarded for fiscal 2022 are eligible to be earned only if we achieve a minimum threshold of growth in pre-tax income for fiscal 2022 as compared to 2021.

The table below sets forth the target PBRSU award for each named executive officer, expressed as a percentage of the named executive’s officer’s 2022 base salary, consistent with the policy described above, for the 2022 performance period. Mr. Congdon did not receive a PBRSU award, as he no longer receives stock based-compensation under the 2016 Plan.

The Compensation Committee believes that the grant of PBRSUs driven by prospective pre-tax income growth strikes a healthy balance with our RSA program, which is based on the Company’s current operating ratio. In conjunction with our RSA program, the Compensation Committee believes PBRSUs complement our pay-for-performance philosophy, which is designed to drive continuous improvement in our operating and financial results that should further enhance shareholder value. Our most recently completed PBRSU performance period illustrates our commitment to pay for performance. In 2021, our annual pre-tax income growth of 54% resulted in each named executive officer earning a PBRSU award at the maximum level that was equivalent to 200% of the target number of shares subject to such award. We believe that our long-term equity incentive awards will continue to motivate our executive officers to achieve strong financial success for the Company and provide long-term benefit to our shareholders.

Prior to 2016, phantom stock awards were used to reward our named executive officers for creating shareholder value and to provide a long-term retirement incentive for our named executive officers. No phantom stock awards have been granted since the adoption of the 2016 Plan. In December 2019, upon the recommendation of the Compensation Committee, the Board approved the amendment and restatement of the Company’s phantom plans to permit stock settlement of outstanding phantom stock awards in shares of our common stock in lieu of cash settlement. The amended and restated Old Dominion Freight Line, Inc. Phantom Stock Plan (the “Amended 2005 Phantom Plan”) and the amended and restated Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan (the “Amended 2012 Phantom Plan” and, together with the Amended 2005 Phantom Plan, the “Amended Phantom Plans”) also provide for waivers of the age 65 or age 55 vesting terms for participants, including each of the Company’s named executive officers, who will settle their outstanding phantom stock awards in shares of our common stock. No other time-based or service-based vesting provisions were modified or accelerated for any participant as a result of the Amended Phantom Plans.

Phantom stock awards were previously granted under the Amended Phantom Plans. Each share of phantom stock awarded to participants under the Amended Phantom Plans represents a contractual right to receive an amount of common stock equal to the fair market value of a share of our common stock on the settlement date, provided that vesting provisions have been satisfied. This component of compensation generally facilitates the retention of key employees, rewards longevity and provides a retirement benefit to our named executive officers that is directly tied to shareholder value. Vesting and settlement provisions for each plan are discussed below.

Our Board approved, and we adopted, the Old Dominion Freight Line, Inc. Phantom Stock Plan (the “2005 Phantom Plan”) in May 2005. The 2005 Phantom Plan expired in May 2012; however, grants under the Amended 2005 Phantom Plan remain outstanding. Awards granted to our named executive

officers under the Amended 2005 Phantom Plan, vest upon the earlier to occur of the following, provided the recipient is employed by us on such date: (i) the date of a change of control in our ownership; (ii) the fifth anniversary of the grant date; (iii) the date of the recipient’s death; or (iv) the date of the recipient’s total disability. Vested phantom stock awards are settled upon the earlier of the recipient’s: (i) termination of employment for any reason other than death, total disability, or for cause; (ii) death while employed by us; or (iii) termination of employment as a result of total disability. Subject to restrictions under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), settlements are paid in 24 equal monthly installments.

Following expiration of the 2005 Phantom Plan, our Board approved, and we adopted, the Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan (the “2012 Phantom Plan”) in October 2012. Although we now utilize the 2016 Plan to facilitate our long-term incentive program, grants under the Amended 2012 Phantom Plan remain outstanding. Under the Amended 2012 Phantom Plan, a maximum of 1,500,000 shares of phantom stock may be awarded to eligible employees, subject to adjustment to prevent dilution or enlargement caused by changes in our outstanding shares of common stock. Each award granted to our named executive officers vests in 20% increments on the anniversary of the grant date and is fully vested on the fifth anniversary of the grant date provided that the recipient: (i) has been continuously employed by us from the grant date until each respective vesting date; and (ii) has been continuously employed by us for at least 10 years on the respective vesting date. Vesting also occurs on the earliest of: (i) the date of a change in control of our ownership; (ii) the date of the recipient’s death; or (iii) the date of the recipient’s total disability, in each case provided that the recipient has been continuously employed by us from the grant date until the date of the respective event. Vested phantom stock awards are settled upon the earliest of the date of the recipient’s: (i) termination of employment for any reason other than death, total disability or for cause; (ii) death while employed by us; or (iii) termination of employment as a result of total disability. Settlements are generally paid in 24 equal monthly installments of shares of common stock, although recipients may, with respect to each grant, provide for payment in any other manner for up to five years following settlement subject to the limitations set forth in each individual award agreement. Each recipient also has the ability to defer the annual installments payable under an award agreement for a period of five years by filing a written election with the administrator at least one year in advance of the date on which payment of the annual installments would otherwise commence. Any payment may be delayed, if necessary, to comply with Section 409A of the Code.

In connection with the amendment and restatement of the Company’s phantom plans in December 2019, as discussed above, each of the Company’s named executive officers has entered into amended award agreements with respect to outstanding phantom stock awards, whether vested or unvested, to settle such awards in shares of our common stock, as set forth in the table below. The market value was computed by multiplying the number of phantom shares by the closing share price of $358.38 at December 31, 2021, as reported on the Nasdaq Global Select Market.

The outstanding phantom stock awards will be settled in shares of our common stock equal to the number of vested shares of phantom stock on the applicable settlement date. The shares of common stock will generally be distributed in twenty-four substantially equal monthly installments commencing on the first day of the sixth calendar month following such settlement date. All shares of common stock that may be issued to settle phantom stock awards under the Amended Phantom Plans will be issued only under, and will be subject to the terms and conditions of, the 2016 Plan.

We do not provide a supplemental retirement plan for our named executive officers, although we do offer a voluntary, self-funded and unsecured deferred compensation program. See “Nonqualified Deferred Compensation Plan” below.

The Compensation Committee and the Board strongly believe that our officers’ financial interests should be aligned with the long-term interests of our Company and its shareholders. To further this goal, the Board has adopted a stock ownership and retention policy (the “Stock Ownership Policy”) applicable to members of the Board and officers of the Company. Each officer is required to achieve and maintain a level of ownership in our common stock based on a multiple of annual base salary as described below.

For purposes of determining whether an officer has satisfied the Stock Ownership Policy, eligible equity may include: (i) shares owned by the officer; (ii) shares owned jointly with the officer’s spouse and/or dependent children; (iii) shares owned by the officer’s spouse or dependent children; (iv) shares held by the officer in a 401(k) plan; (v) shares held in individual brokerage accounts or other custodial accounts or in trust for the benefit of the officer or the officer’s spouse and/or dependent children; (vi) shares underlying time-based RSAs, restricted stock units, deferred stock units or similar awards (including performance- and time-based restricted stock unit awards if and to the extent earned) (in each case, whether vested or unvested); (vii) shares received upon the exercise of stock options, stock appreciation rights or similar awards; and (viii) shares received from earned performance-based awards such as performance-based restricted stock units, performance shares, performance units or similar awards. Shares of phantom stock awarded under the Amended Phantom Plans and unearned PBRSUs are not considered eligible equity for purposes of determining compliance with the Stock Ownership Policy.

Officers may utilize grants under the 2016 Plan, in the manner discussed above, to satisfy the Stock Ownership Policy. Until the applicable thresholds of ownership outlined above are met, an officer is required to retain 50% of the net shares (those shares of common stock that remain after shares are sold, delivered, or withheld in payment of withholding taxes related to equity awards) resulting from the vesting or earning of all RSAs or PBRSUs granted under the 2016 Plan, and 50% of the net shares resulting from the exercise of any stock options that may be granted under the 2016 Plan.

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

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

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

Because we do not provide a significant retirement plan for our named executive officers, we offer them an alternative vehicle for self-funding their retirement through our 2006 Nonqualified Deferred Compensation Plan. This plan allows eligible participants, including our named executive officers, to defer percentages of both their annual base salary and their monthly non-equity incentive compensation. The retirement benefits for our named executive officers are self-funded and unsecured, and the availability of these retirement benefits will depend on our ability to fund future payments. The plan is described in further detail under the caption “Executive Compensation - 2021 Nonqualified Deferred Compensation” in this proxy statement.

For tax years prior to January 1, 2018, Section 162(m) of the Code generally allowed us to deduct certain compensation paid to certain of our named executive officers under the Section 162(m) qualified performance-based compensation exemption. For taxable years beginning on and after January 1, 2018, the qualified performance-based compensation exemption is no longer available, except in limited situations that are eligible for transition relief, and the group of current and former named executive officers who may be covered by the deduction limit was expanded. Going forward, we will therefore not be eligible to take a full deduction under Section 162(m) for qualified performance-based compensation except in limited grandfathered situations. The Compensation Committee may modify compensation that was initially intended to be exempt from Section 162(m), to the extent permitted by applicable law and the relevant governing documents, as well as its mix of compensation elements if it determines that such modifications are consistent with our business needs. We will continue to structure our executive compensation program to place primary emphasis on performance-based incentives that are intended to align pay with performance in support of long-term shareholder value creation.

We currently maintain an employment agreement with Mr. Congdon, our Executive Chairman of the Board. The employment agreement is designed to:

Mr. Congdon’s agreement was tailored to address the competitive and financial exposures to both us and Mr. Congdon. The terms and provisions of the agreement are described in more detail under the caption “Executive Compensation – David Congdon Employment Agreement” in this proxy statement.

The employment agreement for Mr. Congdon provides for post-employment benefits that result from a change in control. In addition, Mr. Congdon is entitled to receive post-employment benefits upon termination by us without cause or voluntary termination for “good reason.” A “change of control” does not constitute “good reason,” but a fundamental disagreement with the Board following a change of control does constitute “good reason.” Mr. Congdon’s employment agreement, including post-employment benefits, is described in more detail under the caption “Executive Compensation – David Congdon Employment Agreement” in this proxy statement.

The Old Dominion Freight Line, Inc. Change of Control Severance Plan for Key Executives (as amended and restated effective October 31, 2018) (the “Severance Plan”) provides for post-employment benefits in the event of termination resulting from a change in control to eligible key officers, including four named executive officers: Greg C. Gantt, Adam N. Satterfield, Kevin M. Freeman and Gregory B. Plemmons. The benefits provided by this plan are described in more detail under the caption “Executive Compensation - Old Dominion Freight Line, Inc. Change of Control Severance Plan for Key Executives” in this proxy statement.

We believe that the employment agreement for Mr. Congdon and the Severance Plan provide a reasonable level of protection to our named executive officers in the event we experience a change of control. We also believe the post-employment benefits provided in Mr. Congdon’s employment agreement are an effective incentive for retaining him.

Our named executive officers participate equitably with all employees in our employee benefits, which include medical, dental, vision, short-term disability and group life insurance. Each named executive officer receives term-life insurance benefits insuring his life for $300,000, if under the age of 70, or $150,000, if over the age of 70. In addition, the employment agreement with Mr. Congdon provides for the reimbursement of certain costs with respect to a $10,000,000 life insurance policy, subject to certain limitations. This benefit could help mitigate a sudden and significant drop in the market value of our common stock that could result from a liquidation of shares by his estate in the event of his death.

In 2021, we once again offered our officers, including our named executive officers, the opportunity to participate, on a voluntary basis, in an executive health program. For participants in this program, we paid the costs for a comprehensive health assessment to address their overall medical needs and assess their health risks. Mr. Satterfield chose to participate in this program and our cost was $2,400. This cost is included in the “All Other Compensation” column of the Summary Compensation

Table under the caption “Executive Compensation - Summary Compensation Table” in this proxy statement. We plan to continue to offer this benefit to our officers, including our named executive officers, on an annual basis.

In 2021, Mr. Congdon, Mr. Gantt, Mr. Freeman and Mr. Plemmons elected to use a Company-provided vehicle, and Mr. Satterfield elected to receive a vehicle allowance provided by the Company. The taxable value of the personal use of these automobiles and applicable vehicle allowances is included in the “All Other Compensation” column of the Summary Compensation Table under the caption “Executive Compensation - Summary Compensation Table” in this proxy statement.

Our named executive officers may from time to time personally utilize our corporate aircraft. In 2021, personal use of our corporate aircraft by our named executive officers, their families and guests represented approximately 30.9% of the aggregate aircraft utilization hours. During the COVID-19 pandemic, flight hours for both business and personal use of corporate aircraft have declined due to related travel limitations and restrictions. The incremental cost for the personal use of our corporate aircraft by each named executive officer is included in the “All Other Compensation” column of the Summary Compensation Table under the caption “Executive Compensation - Summary Compensation Table” in this proxy statement. We do not provide any tax gross-up payments on any perquisites or benefits.

Since our 2011 Annual Meeting, we have conducted an advisory vote on the approval of compensation for our named executive officers each year at our annual meeting of shareholders. While this is a non-binding vote, we believe it is important for our shareholders to have an opportunity to vote on this proposal on an annual basis as a means to express their views regarding our executive compensation philosophy, our compensation policies and programs and our decisions regarding executive compensation, all of which are disclosed in our proxy statement. Our Board 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. In addition to our annual advisory vote on executive compensation, we are committed to ongoing engagement with our shareholders on executive compensation and corporate governance issues. These engagement efforts take place throughout the year through meetings, telephone calls and correspondence involving our senior management and representatives of our shareholders.

At our 2021 Annual Meeting, approximately 94% of the votes cast on the advisory vote to approve the compensation of our named executive officers were in favor of the proposal. Our Compensation Committee and Board believe this shareholder vote reflects strong support for our executive compensation program and alignment of executive and long-term shareholder interests. In addition, the Compensation Committee believes that our executive compensation program continues to be tailored to our business strategies, is consistent with our pay-for-performance philosophy, reflects competitive pay practices, and appropriately rewards or penalizes our management team based on the level of financial success of our Company each year. Our exceptional financial performance in 2021 reinforces the view of our Compensation Committee and Board that our executive compensation program is achieving its desired objectives.

The Compensation Committee and the Board will continue to consider shareholders’ sentiments regarding our executive compensation program going forward. As part of that commitment, we have determined that our shareholders should vote on a “say-on-pay” proposal each year, consistent with the preference expressed by our shareholders most recently at our 2017 Annual Meeting. Our Board unanimously recommends that you vote “FOR” Proposal 2 at the Annual Meeting. See “Proposal 2 - Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers” in this proxy statement. Our shareholders will once again have the opportunity to express a preference on the frequency of “say-on-pay” votes at our 2023 Annual Meeting.

Our Compensation Committee has considered all of the elements of compensation described above and the objective of each element in determining the total amount of current compensation for our named executive officers. The Compensation Committee also considered whether our compensation policies and practices promote or encourage unnecessary and excessive risks and concluded they do not. Our compensation practices, which provide a balanced mix of short- and long-term incentives and use multiple performance metrics, together with our insider trading policy’s prohibitions on hedging and pledging of our securities, our stock ownership and retention requirements and our clawback policy, mitigate excessive risk-taking by our named executive officers. In addition, the Compensation Committee considered shareholder outreach feedback and the review and analysis of our executive compensation program conducted by Pearl Meyer, which helped the Compensation Committee make the aforementioned changes to various components of executive compensation and ultimately reaffirm the Company’s overall compensation strategy and approach. The Compensation Committee believes the amount of each element of pay and the total amount of compensation for each named executive officer are reasonable and appropriate in light of the officer’s experience and individual performance, our operational and financial performance relative to our own expectations and the industry, and the officer’s role in creating shareholder value. The Compensation Committee also believes that the program design modifications implemented beginning in 2019 will continue to appropriately incentivize our executives and further strengthen the alignment of executive compensation with our strategic goals, performance, and long-term shareholder interests.

The Compensation Committee of the Board of Directors has reviewed and discussed the above Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with our management. Based on such review and discussions, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the year ended December 31, 2021 through incorporation by reference to this proxy statement.

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

The following table provides an overview of compensation earned by our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers serving as of December 31, 2021 (collectively, our “named executive officers”):

Name and Principal Position	Year	Salary ($)	Stock Awards ($)⁽¹⁾	Non-Equity Incentive Plan Compensation ($)⁽²⁾	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)⁽³⁾	All Other Compensation ($)⁽⁴⁾	Total ($)
David S. Congdon Executive Chairman of the Board	2021	641,284	1,385,540	6,391,150	21,235	148,610	8,587,819
	2020	765,517	1,608,515	5,526,958	31,855	226,322	8,159,167
	2019	727,332	1,607,641	4,943,698	20,120	232,461	7,531,252
Greg C. Gantt President and Chief Executive Officer	2021	774,023	1,975,247	7,744,570	46,780	37,213	10,577,833
	2020	765,517	1,608,515	5,526,958	52,610	34,357	7,987,957
	2019	727,846	1,607,641	4,943,698	24,548	41,217	7,344,950
Adam N. Satterfield Senior Vice President - Finance, Chief Financial Officer and Assistant Secretary	2021	493,042	1,257,950	3,471,056	—	37,261	5,259,309
	2020	487,624	1,024,485	2,026,551	13	36,476	3,575,149
	2019	460,117	1,024,193	1,812,689	21	38,445	3,335,465
Kevin M. Freeman Executive Vice President and Chief Operating Officer	2021	583,168	1,488,187	4,165,267	4,601	25,546	6,266,769
	2020	576,760	1,211,840	2,763,479	6,902	25,651	4,584,632
	2019	545,558	1,211,401	2,471,849	5,844	24,763	4,259,415
Gregory B. Plemmons⁽⁵⁾ Senior Vice President - Sales	2021	478,432	816,548	2,499,160	1,046	24,665	3,819,851
Gregory B. Plemmons⁽⁵⁾ Senior Vice President - Sales

The allocation of 2021 “All Other Compensation” from the Summary Compensation Table is presented below:

Named Executive Officer	Personal Use of Corporate Aircraft ($)⁽¹⁾	Life Insurance Premiums ($)⁽²⁾		Executive Health Program ($)⁽³⁾		Corporate Automobile Benefits ($)⁽⁴⁾		Company Contributions to the 401(k) Plan ($)⁽⁵⁾		Vested Restricted Stock Accumulated Dividends ($)⁽⁶⁾		Total ($)
David S. Congdon	99,229		18,795		—		8,291		16,040		6,255		148,610
Greg C. Gantt	—		3,810		—		10,993		16,353		6,057		37,213
Adam N. Satterfield	—		450		2,400		14,820		16,029		3,562		37,261
Kevin M. Freeman	—		1,980		—		4,472		15,050		4,044		25,546
Gregory B. Plemmons	—		1,290		—		5,167		15,015		3,193		24,665

The following table provides information regarding plan-based awards under our 2016 Plan made to our named executive officers during fiscal year 2021. The actual amounts, if any, ultimately realized may differ from the amounts set forth in the “Grant Date Fair Value of Stock and Option Awards” column. Our 2016 Plan is discussed in more detail under the caption "Compensation Discussion and Analysis - Elements of Compensation - 2016 Stock Incentive Plan" in this proxy statement.

	Award Type ⁽¹⁾	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards				Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards ($)⁽²⁾
Named Executive Officer
Named Executive Officer			Threshold ($)		Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
David S. Congdon	RSA	2/11/2021		—	—	—	—	—	—	2,689	559,420
David S. Congdon	PBRSU	2/11/2021					1,344	2,689	5,378		826,120
Greg C. Gantt	RSA	2/11/2021		—	—	—	—	—	—	3,833	797,417
Greg C. Gantt	PBRSU	2/11/2021					1,916	3,833	7,667		1,177,830
Adam N. Satterfield	RSA	2/11/2021		—	—	—	—	—	—	2,441	507,826
Adam N. Satterfield	PBRSU	2/11/2021					1,220	2,441	4,883		750,124
Kevin M. Freeman	RSA	2/11/2021		—	—	—	—	—	—	2,888	600,820
Kevin M. Freeman	PBRSU	2/11/2021					1,444	2,888	5,776		887,367
Gregory B. Plemmons	RSA	2/11/2021		—	—	—	—	—	—	2,258	469,754
Gregory B. Plemmons	PBRSU	2/11/2021					564	1,129	2,258		346,794

The following table reflects awards under our equity-based award incentive plans to our named executive officers that had not vested as of December 31, 2021:

		Stock Awards
Named Executive Officer	Grant Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)⁽³⁾
David S. Congdon	2/11/2021 ⁽¹⁾	2,689		963,684
	2/11/2021 ⁽²⁾	5,378		1,927,368
	2/13/2020 ⁽¹⁾	3,446		1,234,977
	2/13/2020 ⁽²⁾	3,829		1,372,237
	2/14/2019 ⁽¹⁾	2,799		1,003,106
Greg C. Gantt	2/11/2021 ⁽¹⁾	3,833		1,373,671
	2/11/2021 ⁽²⁾	7,667		2,747,699
	2/13/2020 ⁽¹⁾	3,446		1,234,977
	2/13/2020 ⁽²⁾	3,829		1,372,237
	2/14/2019 ⁽¹⁾	2,799		1,003,106
Adam N. Satterfield	2/11/2021 ⁽¹⁾	2,441		874,806
	2/11/2021 ⁽²⁾	4,883		1,749,970
	2/13/2020 ⁽¹⁾	2,194		786,286
	2/13/2020 ⁽²⁾	2,439		874,089
	2/14/2019 ⁽¹⁾	1,783		638,992
Kevin M. Freeman	2/11/2021 ⁽¹⁾	2,888		1,035,001
	2/11/2021 ⁽²⁾	5,776		2,070,003
	2/13/2020 ⁽¹⁾	2,596		930,354
	2/13/2020 ⁽²⁾	2,885		1,033,926
	2/14/2019 ⁽¹⁾	2,109		755,823
Gregory B. Plemmons	2/11/2021 ⁽¹⁾	2,258		809,222
	2/11/2021 ⁽²⁾	2,258		809,222
	2/13/2020 ⁽¹⁾	2,030		727,511
	2/13/2020 ⁽²⁾	1,127		403,894
	2/14/2019 ⁽¹⁾	1,648		590,610

The following table reflects stock awards to our executive officers that vested during 2021 under the 2016 Plan.

		Stock Awards
Named Executive Officer	Award Type	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)⁽¹⁾
David S. Congdon	Performance-Based Restricted Stock Unit		1,914	406,170
	Restricted Stock		6,131	1,301,060
Greg C. Gantt	Performance-Based Restricted Stock Unit		1,914	406,170
	Restricted Stock		5,990	1,271,138
Adam N. Satterfield	Performance-Based Restricted Stock Unit		1,219	258,684
	Restricted Stock		3,605	765,017
Kevin M. Freeman	Performance-Based Restricted Stock Unit		1,442	306,007
	Restricted Stock		4,143	879,186
Gregory B. Plemmons	Performance-Based Restricted Stock Unit		563	119,474
	Restricted Stock		3,261	692,017

The following table provides information regarding our named executive officers' contributions and earnings in our deferred compensation plans in 2021:

Named Executive Officer	Executive Contributions in Last FY ($)⁽¹⁾	Registrant Contributions in Last FY ($)		Aggregate Earnings (Losses) in Last FY ($)⁽²⁾		Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE ($)
David S. Congdon	—		—		2,015,931	—		13,995,565
Greg C. Gantt	1,631,010		—		161,747	—		6,335,878
Adam N. Satterfield	—		—		—	—		—
Kevin M. Freeman	—		—		16,179	—		543,057
Gregory B. Plemmons	—		—		204,680	—		1,442,717

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

Effective January 1, 2006, we adopted the 2006 Nonqualified Deferred Compensation Plan of Old Dominion Freight Line, Inc. (the “Nonqualified Deferred Compensation Plan”) to permit certain of our management employees, including each of the named executive officers, to defer receipt of current compensation. This plan was amended and restated effective January 1, 2009, and further amended effective January 1, 2010, November 10, 2011 and January 29, 2015. The Nonqualified Deferred Compensation Plan is an unfunded plan maintained primarily for the purpose of providing retirement benefits for eligible employees. Participating employees may elect to reduce their (i) regular base salary by a whole number percentage from one to fifty percent, and/or (ii) non-equity incentive compensation by a whole number percentage from one to seventy-five percent. The deferred amount is credited to the deferred compensation account we maintain for each participant. While not funded, each participant is allowed to select one or more investment options. Deferral amounts, along with gains and losses on investment options in which participants are deemed invested, are posted to the deferred compensation account of each participant. The total deferrals, plus the cumulative gains and losses on the investment options, are eligible for distribution from our general corporate funds. Distributions are subject to elections made by the participants, which generally require a five-year waiting period for active employees; however, distributions can begin immediately in the event of retirement, disability, death or other termination of service. Distributions also may be made upon the occurrence of certain other events, such as an unforeseeable emergency, or delayed under certain circumstances, such as when a distribution might violate the terms of a Company borrowing agreement. Payments are made from the Nonqualified Deferred Compensation Plan in a lump sum or in annual installments over a certain term, as elected by the participant. The plan also allows us, in our sole discretion and without any participant discretion or election, to make a mandatory lump-sum payment in settlement of a participant's entire accrued benefit.

Prior to the adoption of the Nonqualified Deferred Compensation Plan, we offered a similar plan allowing participating employees to defer receipt of regular base salary and/or cash incentive compensation. The deferral of wages earned subsequent to December 31, 2004 is no longer permitted under this plan, as required by Section 409A of the Code.

Potential payments and benefits upon termination without cause, which includes resignation, retirement, death and total disability, or change of control, are provided to our named executive officers pursuant to (i) the provisions of Mr. Congdon's employment agreement, (ii) the Severance Plan, (iii) our Amended Phantom Plans, and (iv) our 2016 Plan. All payments and benefits are forfeited if termination of the named executive officer resulted (i) for cause, (ii) from failure to comply with the non-competition and non-solicitation provisions of the respective plan and/or agreement, or (iii) from termination by the executive for a reason not constituting “good reason.” A “change of control” does not constitute “good reason,” but a fundamental disagreement with the Board following a change of control does constitute “good reason.” The employment and severance agreements are discussed in further detail under “David Congdon Employment Agreement” and “Old Dominion Freight Line, Inc. Change of Control Severance Plan for Key Executives” below.

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

The Severance Plan provides that upon the termination of employment of one of our other named executive officers as a result of a compensation continuance termination event (termination of the officer’s employment by the Company for any reason other than for cause (as defined in the Severance Plan), death or total disability, or by the officer for good reason (as defined in the Severance Plan)) occurring within 36 months following a change of control (as defined in the Severance Plan), the officer will be entitled to receive certain benefits, including a monthly severance benefit equal to the officer’s monthly termination cash compensation during the 12-calendar month period following the termination date. The Severance Plan is further described in the “Old Dominion Freight Line, Inc. Change of Control Severance Plan for Key Executives” section below.

Our named executive officers, or their beneficiaries, would also receive payments due to them at retirement, death or disability pursuant to our 401(k) retirement plan, our Amended Phantom Plans, our 2016 Plan and our deferred compensation plans. The vested amounts due to each named executive officer under our 2016 Plan and under our deferred compensation plans are provided under the captions “Executive Compensation - 2021 Stock Vested” and “Executive Compensation - 2021 Nonqualified Deferred Compensation” in this proxy statement.

Below is a table showing the amount of post-employment compensation and benefits that would be provided to each named executive officer due to a termination of employment or a change in control of the Company, assuming that the triggering event occurred on December 31, 2021. The amounts in the table below do not include payments for compensation and benefits earned prior to the triggering event, and no excise tax gross-ups are provided.

	Termination of Service					Change in Control⁽³⁾
Named Executive Officer	With Cause ($)		Without Cause ($)⁽¹⁾			Without Termination of Service ($)		With Termination of Service ($)
David S. Congdon		—		29,378,382	⁽²⁾		6,501,372		29,378,382	⁽⁴⁾
Greg C. Gantt		—		7,731,690			7,731,690		28,301,921	⁽⁵⁾
Adam N. Satterfield		—		4,924,143			4,924,143		13,010,873	⁽⁶⁾
Kevin M. Freeman		—		5,825,107			5,825,107		17,007,821	⁽⁷⁾
Gregory B. Plemmons		—		3,340,459			3,340,459		10,448,511	⁽⁸⁾

(3) A change in control, without termination of service for the named executive officers, provides for the accelerated vesting of unvested RSAs and PBRSUs pursuant to our 2016 Plan only in the event such awards are not assumed or substituted by the surviving company. The amounts in the “Without Termination of Service” and the “With Termination of Service” columns are calculated using the number of each named executive officer's unvested shares or units multiplied by the closing share price of our common stock of $358.38 at December 31, 2021, as reported on the Nasdaq Global Select Market. The amounts in the “With Termination of Service” column reflect acceleration of previously unvested awards of restricted stock and PBRSUs under the 2016 Plan for each named executive officer in the event of a change of control if (i) such awards are not assumed or substituted by the surviving company, or (ii) his employment is terminated by the Company not for cause or by him for good reason within specified time periods (even if such awards are assumed or substituted by the surviving company).

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

We currently have an employment agreement with Mr. Congdon, which was approved by the Board based on the recommendation of the Compensation Committee. The agreement requires Mr. Congdon to perform duties customarily performed by a person holding his position and to perform other services and duties reasonably assigned to him from time to time.

The amended and restated employment agreement with Mr. Congdon, as amended, entitles him, while employed by us, to: (i) a base salary, to be reviewed annually in accordance with standard payroll practices and procedures applicable to our executive officers; (ii) participate in the PIP, any of our other bonus or incentive plans (whether in existence at the date of the employment agreement or later established) in which our other senior executives are entitled to participate and certain other plans and benefits we offer to our senior executives generally; (iii) a discretionary bonus as determined by the Board; (iv) the personal use of our corporate aircraft (in accordance with our general policy); (v) an automobile for personal and business use; and (vi) receive a life insurance benefit that provides him and his family with up to $10,000,000 in coverage at preferred rates.

This agreement provides for a term that continues until the earliest of: (i) his death; (ii) written notice by him or us of a desire to terminate, subject to a 90-day notice requirement; (iii) termination for cause; (iv) termination by him for “Good Reason;” or (v) termination resulting from total disability. “Good Reason” is generally defined as: (i) our material breach of any provision of the agreement; (ii) his failure to be elected or re-elected to the Board; (iii) a material reduction in his base salary; (iv) the merger of the Company or transfer of a significant portion of its assets unless the successor assumes all of our duties and obligations under the agreement; (v) the assignment of duties to him inconsistent with his position in the Company; (vi) the exclusion of his participation in our employee benefit plans; (vii) the transfer of his primary work location to a location that is more than 30 miles from his current primary work location or the requirement that he relocate his principal residence more than 30 miles from his current primary work location; (viii) our requirement that he travel on Company business to a substantially greater extent than required immediately prior to the date of the agreement; or (ix) the occurrence of a Fundamental Disagreement (as defined below). Unless written notification is provided by Mr. Congdon or us, the term is automatically extended on the first day of each month for one additional calendar month, unless Mr. Congdon or we desire to fix the term for a definite three-year period.

A “Fundamental Disagreement” is generally defined as a material disagreement between Mr. Congdon and the Board that occurs within three years after a Change of Control (as defined below), concerns the strategic direction of the Company or another issue of fundamental importance to the Company and is deemed to be a Fundamental Disagreement by a majority of the members of the Board who are not also members of his family. Generally, a "Change of Control" is defined to be the earliest of: (i) the date any person or group of persons, directly or indirectly, becomes the beneficial owner of 35% or more of the combined voting power of our then outstanding shares of common stock (excluding Mr. Congdon, our employee benefit plans, and any member of Mr. Congdon's family unless a majority of the independent members of the Board determines that such family member's beneficial ownership creates a substantial threat to corporate policy and effectiveness); (ii) the date when individuals who at the beginning of any two-year period constitute the Board, plus new directors whose nomination or election was approved by at least two-thirds of the directors still in office who were directors at the beginning of the two-year period, cease for any reason during the two-year period to constitute at least two-thirds of the members of the Board; (iii) the date of an equity transaction that would result in our voting securities immediately prior to the transaction representing less than 60% of the combined voting power of the Company or a surviving entity immediately after the transaction; or (iv) the date of the sale or disposition of all or substantially all of our assets.

If termination of the employment of Mr. Congdon, either voluntarily or by us, results in a compensation continuance termination event, Mr. Congdon is entitled to receive his base salary through the last day of the month of termination and, for the three-year period following termination, an annual amount equal to the average of Mr. Congdon's base salary and his annual bonus under our non-equity incentive plan for the three calendar years within the five calendar-year period preceding termination that produces the highest average annual compensation. A compensation continuance termination event is defined in the employment agreement to mean termination due to: (i) our exercise of a 90-day notice exception; (ii) Mr. Congdon's total disability; (iii) Good Reason; or (iv) the expiration of a three-year term after being fixed by us. If the excise tax under Section 4999 of the Code would apply to such payments, they will be reduced or otherwise adjusted so that the excise tax will not apply. Mr. Congdon's final average compensation payable during the first six months of the compensation continuance period shall be paid to him in a lump sum as of the first day of the seventh calendar month of the compensation continuance period. During such period, he will also receive continued coverage under our medical, dental, vision and life insurance benefit programs. If the termination does not result in a compensation continuance termination event, Mr. Congdon is due only his base salary through the last day of the month in which the termination date occurs.

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

subject to any recoupment, “clawback” or similar policy adopted by the Board after the date of the employment agreement.

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

On October 31, 2018, the Board, upon the recommendation of the Compensation Committee, approved the Severance Plan. The Severance Plan is an amendment and restatement of the Change of Control Severance Plan originally adopted effective May 16, 2005 and previously amended and restated effective January 1, 2009 (the “Prior Plan”). Mr. Gantt, Mr. Freeman, Mr. Satterfield, and Mr. Plemmons are participants in the Severance Plan. The Committee determined that Mr. Congdon should not participate in the Severance Plan, as his employment agreement generally provides for change of control termination benefits.

Under the Severance Plan, in the event an officer’s employment is terminated as a result of a compensation continuance termination event (termination of the officer’s employment by the Company for any reason other than for cause (as defined in the Severance Plan), death or total disability, or by the officer for good reason (as defined in the Severance Plan)) occurring within 36 months following a change of control (as defined in the Severance Plan), the officer will be entitled to receive the following benefits: (i) base salary through the last day of the month in which the termination date occurs; (ii) a cash payment in lieu of any accrued but unused vacation through the termination date; (iii) any unreimbursed business expenses incurred through the termination date; (iv) any earned but unpaid cash incentive bonus amounts; (v) any payments and benefits to which the officer is entitled pursuant to the terms of any employee benefit or compensation plan or program in which the officer participates or participated; (vi) a monthly severance benefit equal to the officer’s monthly termination cash compensation during the 12-calendar month period following the termination date; and (vii) continued participation in the Company welfare benefit plans until the earlier of the officer’s death or the last day of the 24-calendar month period following the termination date. The monthly termination compensation is an amount equal to: two and one-half (2.5) times the sum of the officer’s base salary and bonus amount for officers with the title of Senior Vice President or higher (excluding the Chief Executive Officer), and three (3) times the sum of the officer’s base salary and bonus amount for the Chief Executive Officer, in each case divided by twelve (12). Base salary and bonus amount generally means the sum of: (i) the officer’s base salary on an annualized basis, plus (ii) a 3-year lookback average of the cash bonuses earned by the officer. Any eligible officer who was a participant in the Prior Plan on October 30, 2018 and was eligible based on years of service under the terms of the Prior Plan for 36 months of severance shall be entitled to the greater of the termination compensation benefits under the Severance Plan or the terms of the Prior Plan. As a result, based on their prior service to the Company, each of Mr. Gantt, Mr. Freeman, and Mr. Plemmons qualify for 36 months of severance. In no event, however, shall the termination compensation for any officer exceed an aggregate amount equal to three (3) times the sum of an officer’s base salary and bonus amount.

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

In August 2015, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted a rule requiring disclosure of the ratio of the median employee’s annual total compensation to the annual total compensation of the Chief Executive Officer (“CEO”). During the fiscal

year ended December 31, 2021, our CEO was Greg C. Gantt. The pay ratio included below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K:

There has been no change to our employee population or our compensation arrangements in 2021 that we reasonably believe would significantly affect our pay ratio disclosure. As a result, we have used the same median employee, initially identified in 2020, in our pay ratio calculation for 2021. The median employee’s annual total compensation was calculated in accordance with the requirements of the Summary Compensation Table and includes: salary, bonus, and 401(k) employer matching contribution. SEC rules for identifying the median employee and calculating the pay ratio allow companies to use various methodologies and assumptions. As a result, our reported pay ratio may not be comparable to other companies’ pay ratios.

The following table reflects compensation earned for services performed in 2021 by members of our Board who were not named executive officers:

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)⁽¹⁾		All Other Compensation ($)⁽²⁾		Total ($)
Sherry A. Aaholm		90,000		143,962		650		234,612
John R. Congdon, Jr.		90,000		143,962		2,650		236,612
Bradley R. Gabosch		90,000		143,962		4,550		238,512
Patrick D. Hanley		90,000		143,962		4,550		238,512
John D. Kasarda		102,500		143,962		2,150		248,612
Wendy T. Stallings		90,000		143,962		4,471		238,433
Thomas A. Stith		52,500		143,962		—		196,462
Leo H. Suggs		130,000		143,962		2,150		276,112
D. Michael Wray		115,000		143,962		2,150		261,112

The non-employee director compensation structure applicable for 2021 is provided below:

The annual cash retainers, for both the Board and its Committees, are paid ratably at the end of each fiscal quarter. Directors receive reimbursement of certain business and travel expenses incurred in their capacities as directors, including participation in director education programs. Otherwise, there is no additional compensation provided for attendance at any meetings. As employees in 2021, Mr. David Congdon and Mr. Gantt received no cash retainer or RSAs for Board service.

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

The Compensation Committee, in conjunction with Pearl Meyer, its independent compensation consultant, periodically reviews the compensation of the non-employee directors and recommends any changes to the Board. In 2021, upon the recommendation of Pearl Meyer and the Compensation Committee, the Board determined that it would be in the best interests of the Company to increase the annual RSA grant value for each non-employee director from $135,000 to $157,000, increase the annual retainer for service as Chair of the Compensation Committee from $15,000 to $20,000, and increase the annual retainer for service as Chair of the Governance and Nomination Committee from $12,500 to $15,000, each effective in connection with the Annual Meeting. These changes were made based on Pearl Meyer’s review and analysis of our non-employee director compensation, and Pearl Meyer’s recommendation that we increase the annual equity grant value for non-employee directors and annual cash retainer amounts for service as Chair of the Compensation Committee and Chair of the Governance and Nomination Committee so that our average total direct compensation value for our non-employee directors aligned more closely with the 50th percentile market value for our industry peers, using the same peer group as noted above for our named executive officer market pay analysis. No changes were

made to the existing cash retainers for service as a member of the Board, the Lead Independent Director or the Chair of the Audit Committee.

In addition to the changes described above, effective in connection with the Annual Meeting, we amended our Stock Ownership Policy to increase the stock ownership threshold for our non-employee directors from three times the annual Board cash retainer to five times the annual Board cash retainer.

The following table summarizes information as of December 31, 2021 relating to our only equity compensation plan, the 2016 Plan. Under the 2016 Plan, grants of stock options, restricted stock and other rights to acquire shares of our common stock may be made from time to time. In addition, outstanding phantom stock awards under our Amended Phantom Plans may be settled in shares of our common stock from time to time under the 2016 Plan.

Plan Category

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

(a)

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

(b)

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

(c)

Equity compensation plans approved by shareholders

672,000 ⁽¹⁾

—

1,860,341 ⁽²⁾

Equity compensation plans not approved by shareholders

—

Total

672,000 ⁽¹⁾

—

1,860,341 ⁽²⁾

David S. Congdon, Executive Chairman of the Board, is the cousin of John R. Congdon, Jr., a non-employee director. At March 10, 2022, the affiliate members of the Congdon family, in the aggregate, beneficially owned approximately 18% of our outstanding common stock.

Earl E. Congdon, Chairman Emeritus and Senior Advisor to the Company, is the father of David S. Congdon and the uncle of John R. Congdon, Jr. For the year ended December 31, 2021, we paid the following amounts as compensation to Mr. Earl Congdon: $310,980 in base salary; $590,947 in stock awards; $3,090,000 in cash bonuses paid through our PIP; $27,124 in nonqualified deferred compensation earnings; and other benefits totaling $155,162 which include personal use of corporate aircraft, life insurance premiums, participation in the executive health program, personal use of a Company-provided vehicle, 401(k) plan contributions, and dividends paid on RSAs that vested in 2021. These amounts were calculated in accordance with the same requirements for calculation of the annual total compensation of our named executive officers for the Summary Compensation Table. The Compensation Committee annually reviews and approves, and the Board ratifies, the compensation of Mr. Earl Congdon. Effective January 1, 2022, the Compensation Committee approved, and the Board ratified, the following changes to the compensation of Mr. Earl Congdon: (i) his base salary was reduced by 33% from its 2021 level; (ii) his participation factor in the PIP was reduced by 52% from its 2021 level; and (iii) he will no longer receive stock-based compensation under the 2016 Plan.

The information below reflects amounts paid as compensation to the individuals for the year ended December 31, 2021, and their family relationships as of such date. Each of these individuals may receive compensation and other benefits for services to us in amounts similar to those received during 2021 for continued service in the specified roles during 2022.

Christopher M. Harrell, Director – Maintenance Administration & Fuel (son-in-law of David S. Congdon): We paid Mr. Harrell a base salary and bonus of $463,941, as well as other benefits totaling $21,285.

Mark A. Penley, Director – Safety (nephew of David S. Congdon): We paid Mr. Penley a base salary and bonus of $456,777, as well as other benefits totaling $6,089.

Matthew A. Penley, Assistant Service Center Manager (nephew of David S. Congdon): We paid Mr. Penley a base salary and bonus of $148,600, as well as other benefits totaling $8,189. Mr. Penley resigned from the Company in January 2022.

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

Our Related Person Transactions Policy governs the procedures for review and consideration of all related person transactions in which we are a participant to help ensure that any such transactions are identified and given appropriate consideration. Generally, any financial transaction, arrangement or relationship in an amount exceeding $120,000 in which we are or would be a participant, and in which any related person, as defined by Item 404 of Regulation S-K under the Exchange Act, has or would have a direct or indirect material interest, is prohibited unless: (i) approved or ratified by the Audit Committee in accordance with the policy; (ii) approved by the Chair of the Audit Committee and ratified by the Audit Committee in accordance with the policy; or (iii) the transaction is of the type of pre-approved transactions listed in the policy. It is our policy to enter into or ratify such transactions only when the Board, acting

through the Audit Committee, determines that the transaction is in, or is not inconsistent with, the best interests of the Company and our shareholders.

In conducting its review of any proposed related person transaction, the Audit Committee will consider all of the relevant facts and circumstances available to the Audit Committee, including, but not limited to: (i) whether the transaction was entered into in the ordinary course of business of the Company; (ii) the purpose of, and potential benefits to the Company of, the transaction; (iii) the approximate dollar value of the amount involved in the transaction, particularly as it relates to the related person; (iv) the related person’s interest in the transaction; (v) the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss; (vi) the impact on a director's independence in the event the related person is a director, an immediate family member of a director or an entity in which a director is a partner, shareholder or officer; (vii) the availability of other sources for comparable products or services; (viii) the terms available to unrelated third parties or to employees generally in an arms-length negotiation; (ix) required public disclosure, if any; and (x) any other information regarding the transaction or the related person that would be material to investors in light of the circumstances of the particular transaction. No member of the Audit Committee will participate in any review, consideration, approval or ratification of any related person transaction with respect to which such member or any of his or her immediate family members is the related person.

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

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

As required by Section 14A of the Exchange Act, we are providing our shareholders with the opportunity to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC (a "say-on-pay" vote). Taking into consideration the most recent voting results from our 2017 Annual Meeting concerning the frequency of the shareholder advisory vote to approve the compensation of our named executive officers, we determined that we will continue to hold an annual advisory vote to approve the compensation of our named executive officers until the next required advisory vote on the frequency of such votes at our 2023 Annual Meeting.

Our financial results for 2021 reflect the highest annual revenue and profitability in our Company’s history. We believe the increase in our annual revenue to $5.3 billion in 2021 was driven by our continued focus on revenue quality and cost control measures. The efforts contributed to an industry leading operating ratio of 73.5%. We believe our exceptional financial performance was attributable to the execution of our long-term strategy, which included key decisions made by our named executive officers. We also believe our compensation program has been effective in focusing our executives on continuous operational excellence, long-term value creation, and in aligning executive pay with performance. Evidence of our performance includes a compounded annualized total shareholder return, including

cumulative dividends, of 63.6%, 44.5% and 35.0% for the three, five and ten years ended December 31, 2021, respectively.

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

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

“RESOLVED, that the compensation paid to Old Dominion's named executive officers, as disclosed in the proxy statement for our 2022 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion, is hereby APPROVED.”

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

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”
APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

Proposal 3 – Ratification of the Appointment of our Independent Registered Public Accounting Firm

The Audit Committee has appointed Ernst & Young LLP (as defined above, "EY") to serve as our independent registered public accounting firm for the year ending December 31, 2022. Although ratification is not required by our bylaws or otherwise, the Board is submitting the appointment of EY to the shareholders for ratification as a matter of good corporate governance. In the event the shareholders fail to ratify the appointment of EY, the Audit Committee will consider whether to appoint another independent registered public accounting firm for the year ending December 31, 2022. Representatives of EY are expected to be present at the Annual Meeting and will have an opportunity to respond to appropriate questions and to make a statement if they so desire.

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

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2022.

EY charged the following fees for services relating to fiscal years 2021 and 2020:

Audit Fees. This category includes the aggregate fees billed for professional services rendered by EY for the audits of our financial statements for fiscal years 2021 and 2020, including fees associated with the reviews of our quarterly reports on Form 10-Q, and for services that are normally provided by the independent registered public accounting firm in connection with regulatory filings or engagements for the relevant fiscal years. Audit fees also include the aggregate fees billed for professional services rendered for the audit of our internal control over financial reporting.

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

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

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

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

Shareholders may obtain a copy of our Annual Report on Form 10-K as filed with the SEC for the year ended December 31, 2021, without charge, from our website, or by writing to Adam N. Satterfield, Senior Vice President - Finance, Chief Financial Officer and Assistant Secretary, Old Dominion Freight Line, Inc., 500 Old Dominion Way, Thomasville, North Carolina 27360. Exhibits are not included, but copies of those exhibits may be obtained upon payment of copying charges.

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

wants to receive separate copies of the Annual Report to Shareholders and proxy statement in the future, or who is currently receiving multiple copies and would like to receive only one copy for his or her household, should contact his or her bank, broker or other nominee record holder, or contact us at the above address or telephone number.

You may also elect to receive or access our proxy statement, Annual Report to Shareholders and/or other shareholder communications electronically via email or the Internet by contacting Broadridge if you are a registered shareholder, or by contacting your bank, broker or other nominee record holder if you are a beneficial owner. If you vote your proxy using the Internet, you may also indicate at that time that you agree to receive or access proxy materials electronically in future years. Receiving this information electronically is faster than regular mail. In addition, electronic delivery benefits the environment by consuming fewer natural resources and creating less paper waste. Electronic delivery of proxy materials and other shareholder communications is efficient and convenient, and you may revoke your consent to electronic delivery at any time.

Any shareholder desiring to present a proposal for inclusion in the proxy statement to be acted upon at our 2023 Annual Meeting in accordance with Exchange Act Rule 14a-8 must ensure that the proposal is received by us at our principal executive offices no later than December 19, 2022.

In addition to any other applicable requirements, for business to be properly brought before the 2023 Annual Meeting by a shareholder, even if the proposal or proposed director candidate is not to be included in our proxy statement, our bylaws provide that the shareholder must give timely advance notice of such business in writing to our Secretary. Such notice must be given, either by personal delivery or by certified mail addressed to our Secretary, at our principal office and received at least 120 days and not more than 150 days prior to the first anniversary of the date that we mailed our proxy materials for the Annual Meeting. As a result, such proposals, including director nominations submitted pursuant to these provisions of our bylaws, including pursuant to the proxy access provisions of our bylaws, must be received no earlier than the close of business on November 19, 2022 and no later than the close of business on December 19, 2022.

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

As to each item of business, the notice must contain: (i) a brief description of the business to be brought before the meeting, including the complete text of any resolutions to be presented at the 2023 Annual Meeting and the reasons therefor; (ii) a description of all agreements, arrangements and understandings between the shareholder or beneficial owner, if any, and any other person(s) (including their names) in connection with the proposal of such business by the shareholder; (iii) any other information relating to the shareholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement; and (iv) any material interest of the shareholder or beneficial owner, if any, in such business. In addition, any notice of a proposed director candidate, including pursuant to the proxy access provisions of our bylaws, must also comply with our bylaws, including the criteria set forth under the caption “Corporate Governance – Director Nominations” in this proxy statement. If written notice is not timely or properly given, we may exclude the proposal or proposed director candidate from consideration at the meeting.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 18, 2022: The Notice of Annual Meeting of Shareholders, Proxy Statement, Form of Proxy and 2021 Annual Report to Shareholders are available on our corporate website at https://ir.odfl.com/annual-shareholder-meeting-information. D37189-P49520 OLD DOMINION FREIGHT LINE, INC. Annual Meeting of Shareholders on May 18, 2022, 10:00 A.M. EDT This proxy is solicited on behalf of the Board of Directors and will be voted as properly specified by the shareholder. The undersigned shareholder(s) of Old Dominion Freight Line, Inc. designates David S. Congdon, Greg C. Gantt and Ross H. Parr, and any of them, with full power to act alone, agents and proxies to vote the shares of the undersigned at the Annual Meeting of Shareholders, Wednesday, May 18, 2022 at 10:00 a.m. Eastern Daylight Time, and at any adjournment thereof, as designated on the reverse side. Please sign the proxy printed on the other side and return it at once unless you are a shareholder of record and expect to attend the meeting and vote in person. The shares represented by this proxy will be voted in accordance with the instructions of the undersigned shareholder(s) when instructions are given in accordance with the procedures described herein and the accompanying proxy statement. This proxy, if properly executed and returned, will be voted “for” the election of all of the director nominees identified herein, and “for” each of proposals 2 and 3, if no instruction to the contrary is indicated. If any other business is properly presented at the meeting, this proxy will be voted in accordance with the best judgment of the agents and proxies named above. Attendance of the undersigned at the meeting or at any adjournment thereof will not be deemed to revoke this proxy unless the undersigned revokes this proxy by properly voting at the annual meeting or otherwise properly completing and delivering a later-dated proxy. Continued and to be signed on reverse side

OLD DOMINION FREIGHT LINE, INC. ATTN: ADAM N. SATTERFIELD, SENIOR VICE PRESIDENT-FINANCE, CHIEF FINANCIAL OFFICER 500 OLD DOMINION WAY THOMASVILLE, NC 27360 VOTE BY INTERNET -www.proxyvote.com Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Daylight Time on May 17, 2022. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Daylight Time on May 17, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D37188-P49520 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. OLD DOMINION FREIGHT LINE, INC. The Board of Directors recommends that you vote FOR ALL on the following proposal: 1. Election of eleven directors named below to the Company’s Board of Directors for one-year terms and until their respective successors have been elected and qualified, as set forth in the accompanying proxy statement. For All Withhold All For All Except Nominees: 01) Sherry A. Aaholm 02) David S. Congdon 03) John R. Congdon, Jr. 04) Bradley R. Gabosch 05) Greg C. Gantt 06) Patrick D. Hanley 07) John D. Kasarda 08) Wendy T. Stallings 09) Thomas A. Stich, III 10) Leo H. Suggs 11) D. Michael Wray The Board of Directors recommends that you vote FOR the following proposals: 2. Approval , on an advisory basis, of the compensation of the Company’s named executive officers. 3. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.NOTE: Such other business as may properly come before the meeting or any adjournment thereof. For Against Abstain To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. IF NO SPECIFICATION IS MADE WITH RESPECT TO A MATTER WHERE A BALLOT IS PROVIDED THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS. These shares should be represented at the meeting either in person or by your properly completed proxy. The meeting will be held Wednesday, May 18, 2022, at 10:00 a.m. Eastern Daylight Time, at the principal executive offices of Old Dominion Freight Line, Inc., 500 Old Dominion Way, Thomasville, North Carolina 27360. PLEASE SIGN AND SEND IN YOUR PROXY THE UNDERSIGNED HEREBY RATIFIES AND CONFIRMS ALL THAT SAID AGENTS, OR ANY OF THEM OR THEIR SUBSTITUES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTURE HEREOF, AND ACKNOWLEDGES RECEIPT OF THE NOTICE OF THE ANNUAL MEETING, THE ACCOMPANYING PROXY STATEMENT AND THE ANNUAL REPORT TO SHAREHOLDERS FOR THE YEAR ENDED DECEMBER 31, 2021. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date


2022 Proxy Statement Summary
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.
Annual Meeting of Shareholders
• Time and Date	10:00 a.m., Wednesday, May 18, 2022
• Place	Old Dominion’s principal executive offices
	500 Old Dominion Way
	Thomasville, North Carolina 27360
• Record Date	March 10, 2022
• Voting	Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on at the meeting.
• Admission	If you decide to attend the meeting in person, upon your arrival you will need to register with our receptionist in the main lobby of our principal executive offices. See page 7 for further instructions and registration requirements.


Board Diversity Matrix (As of April 18, 2022)
Total Number of Directors	11
	Female	Male
Part I: Gender Identity
Directors	2	9
Part II: Demographic Background
African American or Black	—	1
White	2	8

	2021	2020	2019
Non-performance-based Pay
Base Salary	9%	11%	11%
Performance-based Pay
Performance-based Cash Incentive	71%	67%	65%
Performance-based Stock Incentive*	20%	22%	24%
Total Direct Compensation	100%	100%	100%
* The performance-based stock incentive component of 2021, 2020 and 2019 total direct compensation includes the grant date fair value of RSAs granted in each year and target PBRSUs granted in each year. The PBRSUs granted in 2021 were earned at the maximum level, the PBRSUs granted in 2020 were earned at the target level and the PBRSUs granted in 2019 were not earned and were subsequently forfeited.


2021 Peer Group
AMERCO	C.H. Robinson Worldwide, Inc.	CSX Corporation	Expeditors International of Washington, Inc.	Hub Group, Inc.
J.B. Hunt Transport Services, Inc.	Kansas City Southern	Knight-Swift Transportation Holdings Inc.	Landstar System, Inc.	Norfolk Southern Corporation
Ryder System, Inc.	Saia, Inc.	Schneider National, Inc.	Werner Enterprises, Inc.	XPO Logistics, Inc.

Named Executive Officer	2022 Base Salary ⁽¹⁾ ($)	2021 Base Salary ⁽¹⁾ ($)	2020 Base Salary ⁽¹⁾ ($)
David S. Congdon	488,735 ⁽²⁾	639,115	751,900
Greg C. Gantt	920,000 ⁽³⁾	774,457	751,900
Adam N. Satterfield	510,585	493,319	478,950
Kevin M. Freeman	603,917	583,495	566,500
Gregory B. Plemmons	495,411	478,687 ⁽⁴⁾	⁽⁴⁾

2022 Proxy Statement Summary		1
General Information		7
Security Ownership of Management and Certain Beneficial Owners		9
Proposal 1 - Election of Directors		11
Executive Officers		13
Corporate Governance		14
Board Leadership Structure		14
Independent Directors		15
Attendance and Committees of the Board		15
Corporate Governance Guidelines		17
Code of Business Conduct		17
Shareholder Communications with the Board		18
Director Nominations		18
Effect of Withheld Votes on an Uncontested Election		21
Risk Management		22
Environmental, Social and Governance (ESG) Matters		23
Audit Committee Pre-Approval Policies and Procedures		25
Policy for Accounting Complaints		25
Policy Against Hedging and Pledging of Company Securities		25
Compensation Committee Interlocks and Insider Participation		25
Report of Audit Committee		26
Compensation Discussion and Analysis		27
Executive Summary of Compensation Program		27
Objectives of Our Executive Compensation Program		30
Role of Compensation Committee, Independent Directors and Management		31
Role of Compensation Consultant		32
Elements of Compensation		33
Advisory Vote on Executive Compensation		44
Conclusions		45
Compensation Committee Report		45
Executive Compensation		46
Summary Compensation Table		46
2021 Grants of Plan-Based Awards		48
Outstanding Equity Awards at 2021 Fiscal Year-End		49
2021 Stock Vested		50

2021 Nonqualified Deferred Compensation		51
Potential Payments Upon Termination or Change of Control		52
Life Insurance Policy		54
David Congdon Employment Agreement		54
Old Dominion Freight Line, Inc. Change of Control Severance Plan for Key Executives		56
CEO Pay Ratio Disclosure		56
Director Compensation		57
2021 Compensation of Directors		57
Components of Compensation		58
Equity Compensation Plan Information		59
Related Person Transactions		59
Executive Officer and Director Family Relationships		59
Other Family Relationships		60
Audit Committee Approval and Related Person Transactions Policy		60
Proposal 2 - Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers		61
Proposal 3 – Ratification of the Appointment of our Independent Registered Public Accounting Firm		63
Independent Registered Public Accounting Firm Fees and Services		64
Annual Report on Form 10-K		64
Important Notice Regarding Delivery of Shareholder Documents		64
Deadline for Shareholder Proposals		65

	Value of Earned Restricted Stock Award (RSA) At Grant ($)
Named Executive Officer	2021	2020	2019
David S. Congdon	559,420	768,372	811,127
Greg C. Gantt	797,417	768,372	811,127
Adam N. Satterfield	507,826	489,356	516,751
Kevin M. Freeman	600,820	578,843	611,207
Gregory B. Plemmons	469,754	⁽¹⁾	⁽¹⁾


Named Executive Officer	Target 2021 PBRSU Awards As Percentage of Base Salary	Target 2021 PBRSUs (#)	2021 PBRSUs Earned (#)
Named Executive Officer	Target 2021 PBRSU Awards As Percentage of Base Salary	Target 2021 PBRSUs (#)	2021 PBRSUs Earned (#)
David S. Congdon	85%	2,689	5,378
Greg C. Gantt	100%	3,833	7,667
Adam N. Satterfield	100%	2,441	4,883
Kevin M. Freeman	100%	2,888	5,776
Gregory B. Plemmons	50%	1,129	2,258


Named Executive Officer	Target 2022 PBRSU Award As Percentage of Base Salary
Named Executive Officer	Target 2022 PBRSU Award As Percentage of Base Salary
Greg C. Gantt	100%
Adam N. Satterfield	100%
Kevin M. Freeman	100%
Gregory B. Plemmons	50%


Named Executive Officer	Outstanding Vested Stock Awards under Amended Phantom Plans, as Amended for Settlement in Common Stock (#)	Market Value at December 31, 2021 ($)
David S. Congdon	96,074	34,431,000
Greg C. Gantt	61,291	21,965,469
Adam N. Satterfield	11,024	3,950,781
Kevin M. Freeman	37,686	13,505,909
Gregory B. Plemmons	31,252	11,200,092


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


	The Compensation Committee,

	Leo H. Suggs (Chair)
	Patrick D. Hanley
	Wendy T. Stallings
	D. Michael Wray

Median Employee annual total compensation	$ 72,726
CEO annual total compensation	$ 10,577,833
Ratio of CEO to Median Employee annual total compensation		145:1

Director Role	Annual Cash Retainer Amount ($)		Annual Restricted Stock Grant Amount ($)
Member (all non-employee directors)		90,000		135,000
Audit Committee Chair⁽¹⁾		25,000		—
Compensation Committee Chair ⁽¹⁾		15,000		—
Governance and Nomination Committee Chair ⁽¹⁾		12,500		—
Lead Independent Director⁽¹⁾		25,000		—

Category of Service	Fiscal Year 2021 ($)		Fiscal Year 2020 ($)
Audit Fees		867,231		800,679
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total		867,231		800,679