-4-

-5-

-6-

General Information

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

The accompanying proxy is for use at the 20222024 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, 2022.14, 2024.

For shares held in “street name,” that is, shares held in the name of a brokerage firm, bank or other nominee, you should receive a voting instruction form from that institution in lieu of a proxy card. The voting instruction form should indicate whether the institution has a process for beneficial holdersprovides information on how you may instruct your brokerage firm, bank or other nominee to vote overyour shares.

If you own shares through the Old Dominion 401(K) Retirement Plan, you can direct the plan trustee to vote the shares held in your account in accordance with your instructions by completing any proxy card or voting instruction form you receive in the mail and returning it in the envelope provided or by registering your instructions via the Internet or telephone as directed on the proxy card. If you register your voting instructions by telephone. Many banks and brokerage firms participatetelephone or on the Internet, you do not have to mail in the online program offeredproxy card. In order to instruct the plan trustee on the voting of shares held in your account, your instructions must be received 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,Monday, May 17, 2022. The Broadridge Internet and telephone13, 2024. If your voting proceduresinstructions are designed to authenticatenot received by that date, the shareholder's identity and to allow shareholders toplan trustee will vote theiryour shares and confirm that theirin the same proportion as the plan shares for which voting 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.received.

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.representatives at the Grandview Room, which is located on the second floor of the Grandover Resort, 1000 Club Road, Greensboro, NC 27407. Please register at least 15 minutes prior to the start of the Annual Meeting to ensure timely entry to the meeting. 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 holdershareholder of Old Dominion common stock as of the record date, you will be allowed to access the meeting room andto 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, 20227, 2024 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. On March 10, 2022,7, 2024, there were 113,761,155108,812,971 outstanding shares of our common stock each entitled to one vote. This amount is not adjusted for the two-for-one stock split because the shares issued in the two-for-one stock split were not outstanding on the record date. The presence in person or by proxy of a majority of the shares of common stock outstanding on the record date constitutes a quorum for purposes of conducting business at the Annual Meeting. Shareholders do not have cumulative voting rights in the election of directors.

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

-7-

a “discretionary” item.items. This means that brokers may vote using their discretion on this proposalthese proposals on behalf of beneficial owners who have not furnished voting instructions. In contrast, certain items are considered “non-discretionary,” and a “broker non-vote” occurs when brokers do not receive 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, and approve the shareholder proposal are considered “non-discretionary,” which means that brokers cannot vote your uninstructed shares when they do not receive voting instructions from you.

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

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

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

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

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

Proposal 5 - Shareholder Proposal Regarding Greenhouse Gas Reduction Targets: With respect to this proposal, you may vote “for,” “against,” or “abstain” from voting. For this proposal to be approved by the shareholders, the votes cast “for” this proposal must exceed the votes cast “against” this proposal.

Abstentions, shares that are withheld as to voting and broker non-votes (if any) will be counted for determining the existence of a quorum, but will not be counted as a vote cast with respect to any of these proposalsProposals 1, 2, 4 and 5 and, therefore, will have no effect on the outcome of the vote for any of these proposals presented at the Annual Meeting. Because Proposal 3 requires the vote of outstanding shares, as opposed to votes cast, abstentions will have the effect of a negative vote on Proposal 3.

Where a choice is specified on any proxy as to the vote on any matter to come before the Annual Meeting, the proxy will be voted in accordance with such specification. If no specification is made but the proxy is otherwise properly completed, the shares represented thereby will be voted “for” the election of the director nominees named in this proxy statement, “for” the approval, on an advisory basis, of the compensation of our named executive officers, “for” the approval of an amendment to our amended and restated articles of incorporation, “for” the ratification of the appointment of our independent registered public accounting firm.firm, and “against” the shareholder proposal. 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.

-8-

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth information with respect to the beneficial ownership of our common stock, $0.10 par value, our only class of voting security, as of March 10, 2022,7, 2024, 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;current director and the new non-employee director nominee; (iii) each named executive officer and each of the other executive officers; and (iv) all current directors, the new non-employee director nominee, the named executive officers and all of the other executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC. Unless otherwise indicated, the address of all listed shareholders is c/o Old Dominion Freight Line, Inc., 500 Old Dominion Way, Thomasville, NC 27360. As of March 10, 2022,7, 2024, and in compliance with our securities trading policy, none of our directors or executive officers have pledged our common stock.

The number of shares reported for each shareholder in the table and footnotes below, including the number of shares disclosed as having been reported in the Schedule 13G or Schedule 13G/A by each of The Vanguard Group, BlackRock, Inc., and T. Rowe Price Associates, Inc., has been adjusted to reflect the two-for-one stock split.

* Less than 1%

-9-

-10-

Proposal 1 - Election of Directors

Our Bylaws currently provide that the number of directors shall be not less than five nor more than twelve. Ourtwelve, and the Board has determined that it shall consist of Directors, upon the recommendation oftwelve directors. The Board, in concert with its Governance and Nomination Committee, has determined thatnominated ten current directors and two new directors – Kevin M. Freeman and Cheryl S. Miller – for election to the Board shall consistat the Annual Meeting. The Board, in concert with its Governance and Nomination Committee: (i) discussed multiple candidates as potential new director nominees as part of eleven directors. its selection process; (ii) sought out highly qualified women and individuals from minority groups to include in the pool from which director nominees were to be chosen; (iii) considered other criteria as set forth in our Corporate Governance Guidelines relating to the recommendation of director nominees; and (iv) obtained input from members of management as appropriate. In recruiting Ms. Miller, the Board paid a fee to a third-party search firm to help identify director prospects, perform candidate outreach, and provide other related services. Following completion of this process and multiple meetings with members of the Board and Old Dominion’s management team, Ms. Miller was formally nominated for election to the Board at the Annual Meeting. Mr. Freeman, who assumed the role of the Company’s President and Chief Executive Officer on July 1, 2023, was formally nominated for election to the Board at the Annual Meeting based on his experience as one of our executive officers and our long-standing practice of having our Chief Executive Officer serve as a member of the Board.

Unless authority is withheld, it is intended that proxies received in response to this solicitation will be voted in favor of the nominees. In accordance with its charter and our Corporate Governance Guidelines, the Board, in concert with its Governance and Nomination Committee, has recommended, and the Board has approved the eleventwelve 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) (67)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 2426 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 ashis leadership in cultivating our unique OD Family Culture, and his deep understanding of the operational and regulatory complexities that we must address as a publicly-traded transportation company.

Sherry A. Aaholm (61)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. Ms. Aaholm also serves as a member of the board of directors of nVent Electric PLC, a leading global provider of electrical connection and protection solutions. The Board benefits from Ms. Aaholm’s graduate degree in sustainability and her experience as a director of another publicly-traded company, as well as her over 35 years of overseeing mission-critical information systems, extensive experience in technology and information security, and development of digital/Internet of Things (IoT) and prognostics solutions for manufacturing and physical products, including in the transportation and logistics industries. Ms. Aaholm also brings to the Board key human capital management experience, gained from developing successful leadership programs and cultivating talent across different organizations. In addition, the Board benefits from the fact that Ms. Aaholm is National Association of Corporate Directors (“NACD”) Directorship Certified®. NACD Directorship Certified directors establish themselves as committed to continuing education on emerging issues and helping to elevate the role of directorship.

John R. Congdon, Jr. (67)was first elected as a director in 1998. He is the cousin of David S. Congdon, the Company’s Executive Chairman of the Board. Prior to their acquisition by Penske Truck Leasing in July 2017, Mr. Congdon served as the Chairman of the Board of Directors and Chief Executive Officer for each of Old Dominion Truck Leasing, Inc. and Dominion Dedicated Logistics, Inc. Mr. Congdon has over 40 years of experience in the trucking industry and brings to the Board extensive knowledge of dedicated logistics, fleet management services and the purchase and sale of equipment. Having previously served as chairman of a board, Mr. Congdon also brings experience in board management.

Andrew S. Davis (46)was first elected as a director in 2023. Since April 2022, Mr. Davis has served as Senior Vice President, Strategy and Investments of Cox Enterprises Inc. From December 2019 to February 2022, he served as Director of Private Investments at T. Rowe Price Associates, Inc. (“T. Rowe”), where he managed the private venture capital investments held in portfolios and funds advised by the firm. In a prior role at T. Rowe, from July 2010 to December 2019, Mr. Davis served as Vice President, Equity Investment Analyst, with responsibility for analysis and investment in companies within the transportation sector. Mr. Davis also previously served as a manager in the Financial Advisory Services Group at Deloitte & Touche LLP. Mr. Davis also serves as a member of the board of directors and as chair of the Audit Committee of Wheels Up Experience Inc., a leading provider of on-demand private aviation in the U.S. and one of the largest private aviation companies in the world. The Board benefits from Mr. Davis’ experience in the transportation sector as a public company investor at T. Rowe, his experience as a director of another publicly-traded company and his experience advising on capital allocation and strategic matters in his current and prior roles.

Kevin M. Freeman (65) was nominated by our Board, as further described under “Proposal 1 – Election of Directors.” Mr. Freeman was appointed President and Chief Executive Officer effective July 2023 after serving as our Executive Vice President and Chief Operating Officer since May 2018. He also served as our Senior Vice President – Sales from January 2011 to May 2018 and Vice President of Field Sales from May 1997 to December 2010. Mr. Freeman has 44 years of experience in the transportation industry, and has held various positions in operations and sales with Old Dominion since joining us in February 1992. Mr. Freeman, through his ever-increasing roles and responsibilities with us over the past 32 years, has played a critical role in the development of our operational and sales plans and brings to the Board significant expertise in LTL industry leadership, customer relations and business strategy.

Bradley R. Gabosch (72) was first elected as a director in 2016. Mr. Gabosch previously served as Managing Director for the public accounting firm Grant Thornton LLP from August 2014 to May 2016. Mr. Gabosch also served in various positions at Grant Thornton LLP, including as Carolinas Managing Partner, from October 2009 until his retirement as partner in July 2013. He has over 43 years of experience in the public accounting profession, of which 29 years were spent as an audit partner. Mr. Gabosch brings to the Board extensive knowledge of accounting and management and a strong understanding of financial statement oversight and disclosure matters. The Board also benefits from Mr. Gabosch’s specific public accounting experience in the freight transportation and logistics industry, as well as his expertise in risk management and oversight.

Greg C. Gantt (66) (68)was first elected as a director in 2018. He has served as our President and Chief Executive Officer sincefrom May 2018 to June 2023 and previously served as our President and Chief Operating Officer from May 2015 to May 2018. He was our Executive Vice President and Chief Operating Officer from June 2011 to May 2015, and served as our Senior Vice President - Operations from January 2002 to June 2011. He joined us in November 1994 and was one of our regional Vice Presidents until January 2002. Prior to his employment with us, Mr. Gantt served in many operational capacities with Carolina Freight Carriers Corporation, including Vice President of its Southern Region. Mr. Gantt, through his ever-increasing roles and responsibilities with us over the past 2729 years, has played a critical role in the development of our operational plan andplan. He brings to the Board significant expertise in LTL industry leadership and business strategy.strategy, and valuable experience with respect to marketing, sales and customer relationship management.

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

-11-

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

Cheryl S. Miller (51) was nominated by our Board, as further described under “Proposal 1 – Election of Directors.” Ms. Miller most recently served as Chief Financial Officer of West Marine, the nation’s leading omni-channel provider of products, services and expertise for the marine aftermarket, from January 2022 to October 2022. She previously served as Executive Strategic Advisor to JM Family Enterprises, a diversified automotive company, from May 2021 to December 2021, prior to which she served as Executive Vice President and Chief Financial Officer of JM Family Enterprises from January 2021 to April 2021. She previously served as President and Chief Executive Officer of AutoNation, Inc., a publicly traded automotive retailer with major metropolitan franchises and e-commerce operations from July 2019 to April 2020, prior to which she served as Executive Vice President and Chief Financial Officer of AutoNation, Inc. since 2014, and as its Treasurer and Vice President of Investor Relations since 2010. Ms. Miller also served on the Board of AutoNation, Inc. from July 2019 to July 2020. She currently serves on the board of directors and as chair of the Compensation and Leadership Development Committee of Tyson Foods, Inc., one of the world’s largest food companies and a recognized leader in protein. She also currently serves on the board of directors and as chair of the Audit Committee of Celsius Holdings, Inc., a global lifestyle fitness drink company. The Board will benefit from Ms. Miller’s more than 20 years of corporate finance experience, financial statement expertise and deep understanding of public company shareholder matters.

Wendy T. Stallings (47)(49) 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 large scale national catering contracts, hospitality, corporate events, merchandise and contract fulfillment, where she has served as President and CEO since founding the company in December 2000. She was also the co-owner of Excel Learning Centers, a children’s early learning program, withwhere she acquired and developed campuses located throughout North Carolina where sheand served as Vice President from March 2006 until the sale of the business in August 2021. The Board benefits from Ms. Stallings’ law degree as well as her comprehensive expertise in entrepreneurship, strategic planning, sales, customer relations and business management. Ms. Stallings also brings to the Board significant knowledge with respect to regulatory, reporting, and human relations matters gained from her varied business experiences.

Thomas A. Stith, III (58) (60) was first elected as a director in 2021. Since July 2022 (and from January 2021,2017 to September 2019), Mr. Stith has served as CEO of The Michael Thomas Group, a firm that he co-founded in 1995 focused on consulting and advising clients seeking business development opportunities in the public and private sectors. He also serves as a Professor of the Practice at the University of North Carolina at Chapel Hill's Kenan-Flagler Business School and as a Senior Fellow for the Kenan Institute of Private Enterprise, where he previously served as a 2023 Distinguished Fellow to support the Institute's Grand Challenge: Workforce Disrupted Seeking the Labor Market’s Next Equilibrium initiative. Distinguished Fellows are global scholars committed to leveraging their individual expertise, thought leadership, research and networks to further the institute’s efforts to examine – and drive solutions to – the most complex and timely issues facing business and the economy. From January 2021 to July 2022, Mr. Stith served as President of the North Carolina Community College System, where, as chief administrative officer of the system, he providesprovided 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

-12-

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. TheMr. Stith brings to the Board benefits from Mr. Stith’s extensive experience in public policy and administration, diversity and inclusion and legislative affairs.affairs, including valuable expertise with respect to information system management and social and governance matters at the federal, state and local levels. The Board also benefits from the fact that Mr. Stith is NACD Directorship Certified®.

Leo H. Suggs (82)(84) 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 memberChairman 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.

Executive Officers

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 Regionsince July 2007. From March 2002 to July 2007, Mr. Bates served as our service center manager in Harrisburg, Pennsylvania. Mr. Bates has also served in various other positions in operations with Old Dominion since joining us in December 1995.

Christopher T. Brooks (51) (53) 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)Steven W. Hartsell (56) was appointed ExecutiveSenior Vice President and Chief Operating Officer– Sales effective May 2018July 2023, after serving as our Vice President – Field Sales since January 2019. Mr. Hartsell also served as our Director – Expedited Sales & Service from May 2008 to January 2019 and as one of our Regional Sales Directors from March 2002 to May 2008. Mr. Hartsell previously served in various other positions in operations and sales since joining us in January 1998.

Christopher J. Kelley (54) was appointed Senior Vice President - Sales from January 2011 to– Operations effective May 2018

-13-

and2023, after serving as our Vice President – Central States Region since November 2011. He also served as one of Fieldour Regional Sales Directors from May 1997November 2004 to December 2010.November 2011. Mr. FreemanKelley has 4232 years of experience in the transportation industry, and has heldserved Old Dominion in various other positions in sales with Old Dominion since joining us in February 1992.July 2002.

Cecil E. Overbey, Jr. (60)(62) 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 3638 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)(52) 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)(59) was appointed Executive Vice President and Chief Operating Officer effective July 2023 after serving as our Senior Vice President – Sales effectivesince January 2019, after serving2019. He also served as our Vice President – Field Sales sincefrom September 2013. He also served2013 to January 2019 and as our Vice President – OD Global from December 2002 to September 2013. Mr. Plemmons has 3335 years of experience in the transportation industry, and has served Old Dominion in various other positions in operations and sales since joining us in April 1997.

Adam N. Satterfield (47)(49) was appointed Executive Vice President, Chief Financial Officer and Assistant Secretary effective July 2023, after serving as Senior Vice President - Finance, Chief Financial Officer and Assistant Secretary effectivesince January 2016, after serving2016. Mr. Satterfield also served as our Vice President -– Treasurer sincefrom June 2011. Mr. Satterfield also served2011 to December 2015, as our Director - Finance and Accounting from August 2007 to June 2011 and as our Manager - SEC Reporting from October 2004 to August 2007. Prior to joining us in October 2004, he was an Audit Manager with KPMG LLP, a global accounting firm. Mr. Satterfield is a Certified Public Accountant.

Corporate Governance

Board Leadership Structure

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

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

-14-

result, our decision as to whether to combine, separate or add to the positions of Chairman and Chief Executive Officer and whether to have a Lead Independent Director may vary from time to time, as industry or our own conditions and circumstances warrant. The independent directors of the Board consider the Board's leadership structure on an annual basis to determine the structure that is most appropriate for the governance of Old Dominion.

Independent Directors

In accordance with the listing standards of The Nasdaq Stock Market, LLC (“Nasdaq”), our Board 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,Davis, Mr. Hanley,Gabosch, Dr. Kasarda, Ms. Stallings, Mr. Stith, Mr. Suggs, and Mr. Wraynew director nominee Ms. Miller, 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 current directors as well as Ms. Miller, 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 2021.2023. Shareholders may communicate with the independent directors by following the procedures set forth in “Shareholder Communications with the Board” in this proxy statement.

Attendance and Committees of the Board

Pursuant to our Corporate Governance Guidelines, directors are expected to attend the Annual Meeting and all meetings of the Board, including all meetings of Board committees of which they are members. All of our directors then in office were present at our 20212023 Annual Meeting of Shareholders that was held on May 19, 2021.17, 2023. Our Board of Directors held seven meetings during 2021.2023. The Board of Directors has threefour standing committees: the Audit Committee, the Compensation Committee, and the Governance and Nomination Committee and the Risk Committee. Each member of the Audit Committee, the Compensation Committee, and the Governance and Nomination Committee and the Risk Committee is an “independent director” as such term is defined under applicable SEC rules and regulations and Nasdaq listing standards. In 2021,2023, all of ourincumbent directors attended at least 75% of the aggregate meetings held by the Board and their assigned committees during the period for which they served on the Board or such committees.

Audit Committee

The Audit Committee, which is a separately-designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), currently consists of D. Michael Wray (Chair), Sherry A. Aaholm (Chair), Andrew S. Davis, and 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. HanleyDavis and Mr. WrayGabosch 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.corporate-governance/governance-documents. 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 onperiodically meets with management to review the assessmentresults of risk assessments, including our major financial risk exposures and mitigation of key risksteps management has taken to monitor and compliance

-15-

matters across our business, ourcontrol such exposures. 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.controls. The Audit Committee met eleventen times in 2021.2023. The Audit Committee holds telephonic meetings after each quarterly period to

discuss with both management and our independent registered public accounting firm, Ernst & Young LLP (“EY”), the financial results to be included in our periodic filings with the SEC prior to their release.

Compensation Committee

Our Compensation Committee currently consists of Leo H. Suggs (Chair), PatrickJohn D. Hanley,Kasarda and 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, equity 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.corporate-governance/governance-documents. 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 sixfour times in 2021.2023. 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 2021.2023.

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 20202022 and 2021,2023, 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 2021,2023, the Compensation Committee also engaged Pearl Meyer to review and analyze the competitiveness of our non-employee director compensation 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.

-16-

Governance and Nomination Committee

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,management team, environmental, social and governance (“ESG”("ESG") matters;matters and their relationship with various stakeholder, shareholder, sustainability and corporate citizenship considerations; and develops and implements our corporate governance policies. We also maintain a corporate membership in the National Association of Corporate Directors (“NACD”),NACD, which provides our Board members with opportunities and resources to continue to enhance their knowledge of current governance best practices and emerging issues faced by public company directors. As noted in “Proposal 1 – Election of Directors,” both Ms. Aaholm and Mr. Stith are NACD Directorship Certified®.

The Governance and Nomination Committee is responsible for overseeing the annual self-evaluation process of the Board and its committees, which is used by the Board and each committee to assess effectiveness, performance and opportunities for improvement. The Governance and Nomination Committee reports its findings and any recommendations to the Board. During 2021,2023, 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.corporate-governance/governance-documents. 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 2021.2023.

Risk Committee

The Risk Committee currently consists of Wendy T. Stallings (Chair), Sherry A. Aaholm, Andrew S. Davis and Thomas A. Stith, III, each of whom the Board has determined is independent pursuant to applicable Nasdaq listing standards. The Risk Committee assists the Board in overseeing management’s identification and evaluation of enterprise risks, including the Company’s risk management framework, compliance programs and policies, procedures and practices employed to manage operational, strategic, reputational, technology, ESG and other risks. Among other responsibilities, the Risk Committee oversees the Company’s risk assessment and risk management practices for risks associated with technology and operations, such as (i) the quality, adequacy and effectiveness of the Company’s data security, privacy and technology policies, procedures and internal controls; (ii) cybersecurity and cyber incident responses; and (iii) business continuity, crisis management and disaster recovery planning and capabilities. With the assistance of the Company's Compliance Department, the Risk Committee also periodically assesses management of sustainability-related risks.

The Risk Committee is governed by a written charter approved by the Board, which is available on our website at https://ir.odfl.com/corporate-governance/governance-documents. 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 Risk Committee was constituted by the Board in May 2023 and met two times in 2023.

Corporate Governance Guidelines

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

Code of Business Conduct

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

-17-

Shareholder Communications with the Board

Any shareholder desiring to contact the Board or any individual director serving on the Board may do so by written communication mailed to: Board of Directors (Attention: (name of director(s), as applicable)), care of the Corporate

Secretary, Old Dominion Freight Line, Inc., 500 Old Dominion Way, Thomasville, North Carolina 27360. Any communication so received will be processed by our Corporate Secretary and be promptly delivered to the appropriate member(s) of the Board.

Director Nominations

The Governance and Nomination Committee will consider qualified director nominees recommended by shareholders when such recommendations are submitted in accordance with our bylaws and policies regarding director nominations. Shareholders may submit in writing the names and qualifications of potential director nominees to our Corporate Secretary (500 Old Dominion Way, Thomasville, North Carolina 27360) for delivery to the Chair of the Governance and Nomination Committee for consideration. When submitting a nomination to the Governance and Nomination Committee for consideration, a shareholder must provide the following minimum information for each director nominee: (i) full name, age, business address and, if known, residence address; (ii) principal occupation or employment; (iii) number of our shares of common stock beneficially owned; (iv) all information relating to such person that would be required to be disclosed in a proxy statement for the election of directors (including such person's written consent to being named in the proxy statement as a nominee and serving as a director if elected); and (v) a description of all direct and indirect compensation or other material monetary agreements during the past three years, and any other material relationships between or among the nominating shareholder (and 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. The shareholder’s nomination must also set forth, among other information required by Article 3, Section 6 of our bylaws, a representation as to whether or not the shareholder or beneficial owner, if any, or any of their respective affiliates, associates or others acting in concert therewith intend to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Exchange Act.

Shareholder nominations for director must also be made in a timely manner and otherwise in accordance with our bylaws, as described in more detail in Article 3 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 management or 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

-18-

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. Finally, directors are expected to ensure that other commitments do not materially interfere with their attendance at meetings or their ability to fulfill their responsibilities as members of the Board. Directors may not serve on more than three public company boards (including the Board); provided, however, that a director who serves as an executive officer of a public company may not serve on more than two public company boards (including the Board).

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.

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

-20-

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

Rules. The chart does not reflect information with respect to director nominees Mr. Freeman and Ms. Miller.

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 tostrengthen our Board, and as a result of the nomination process described above, we have added five new independent directors toare currently serving on the Board.Board (and if elected at the Annual Meeting, Ms. Miller would be the sixth new independent director). 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.

Effect of Withheld Votes on an Uncontested Election

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

Risk Management

The Board is responsible for the oversight of our policies, procedures and systems in place to manage our risk exposure. Our Chief Executive Officer and Chief Financial Officer are responsible for the assessment and management of our risks and regularly report their findings to our Board directly or through their communications with our Audit Committee.Committee or Risk Committee, as appropriate. 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 or Risk Committee, as appropriate, regarding our enterprise risk management, insurance portfolio, business continuity programs, crisis management, claims management and governance, and record retention initiatives. We regularly assess the likelihood and impact of our enterprise risks, as well as the effectiveness of our management and mitigation strategies, and also regularly consult with our outside advisors to help anticipate future threats and trends with respect to our risk environment.

Our Compliance Department further enhances our ability to manage and assess our enterprise compliance, environmental and sustainability programs, and risk mitigation controls. Our Compliance Department works closely with our Internal Audit and Risk Management Departments to develop strategies to identify, consolidate and maximize the effectiveness of our compliance initiatives across our multiple business functions, including safety, operations, finance, human resources, sales, marketing, pricing, purchasing, real estate, maintenance, legal and technology. Our Compliance Department also regularly interacts with various internal and external stakeholders regarding our ESGefforts and provides guidance to senior management and our AuditRisk 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 AuditRisk 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 AuditRisk Committee, on information security matters on at least a quarterly basis. After gathering and assessing information about our risk exposure, our AuditRisk Committee reports the results of its review to the Board on a regular basis.

Other committeesCommittees of the Board have risk oversight responsibility as well.responsibility. The Audit Committee is responsible for meeting with management to review the results of risk assessments, including our major financial risk exposures and steps management has taken to monitor and control such exposures. The Risk Committee is responsible for assisting the Board in overseeing management’s identification and evaluation of enterprise risks, including the Company’s risk management framework, compliance programs, and policies, procedures and practices employed to manage operational, strategic, reputational, technology and ESG and other risks. 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 thematters. The Compensation Committee is primarily responsible for the oversight of risks associated with employment agreements, compensation arrangements and human capital considerations, including the attraction and retention of qualified employees.employees and our diversity, equity and inclusion initiatives. The Chairs of botheach of the Audit Committee, the Risk Committee, 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.Officer regarding shareholder, stakeholder and other corporate matters.

-22-

Environmental, Social and Governance (ESG) Matters

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

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

Highlights from our ESG strategies, programs and progress are outlined below. For more detail, please refer to our 20202022 Environmental, Social, and Governance Report, available at https://ir.odfl.com/management-commitment.corp-responsibility/od-esg-reporting. Our website and our 20202022 Environmental, Social, and Governance Report are not incorporated by reference into, and do not form any part of, this proxy statement.

Building a More Sustainable Supply Chain

Taking Action for the Environment

WeTo improve efficiency throughout our operations, we continue to 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 purchasecenters by purchasing new equipment, adoptadopting new technologies, implement efficient process improvements, and make alterations to our facilities andmaking fleet that improve our efficiency andmodifications, which helps reduce our environmental impact.impact on the environment. We strive for continuous improvement through our capital investments and by assessing and managing our energy usage, waste levels, emissions, and carbon footprint.emissions.

We receivedhave been recognized by the SmartWay^® Excellence AwardUnited States Environmental Protection Agency (U.S. EPA) SmartWay® Program for the seventhseven consecutive year in 2021. The award recognizes usyears as an industrya leader in exceptionalsupply chain freight environmental performance and energy efficiency. We continue to voluntarily participate in the U.S. EPA SmartWay® Program, which is a public-private partnership that helps companies advance supply chain sustainability by measuring, benchmarking, and improving freight efficiency,transportation efficiency. We have proudly participated in the SmartWay® Program for 13 years.

Our People and contributions to cleaner air throughout supply chains and reflectsFamily Spirit

At OD, 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.

On Being Social

Peopleemployees are the most valuable assetheart of our organization. Being professional, reliable, open, mindful, innovative, serving, ethicalWe recognize that without their hard work and supportive – “P.R.O.M.I.S.E.S.dedication, we would not be the leader in LTL services. We provide many opportunities for our employees to connect with one another, and our unique culture encourages development and employee engagement while also motivating our employees to provide the superior customer service for which we are known. Creating a safe and collaborative working environment with training and advancement opportunities helps us maintain our “OD Family Spirit.” – are the values and behaviors we aim to demonstrate in honor of one another.

Investing inGiven our consistent work on nurturing our OD Family Spirit we have once again been named for 2023 as one of Employees – We create opportunities to foster safety, excellence, healthy lifestyles, and career advancement forForbes America’s Best Large Employers.

Diversity Action Plan

OD’s established Diversity Action Plan formalizes our team. We invest in our people, offering continuous education through OD Truck Driver Training, Supervisor Training, and Management Training programs.

-23-

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 –diversity recruitment efforts. We are committed to recruiting, promoting,taking action to implement and retaining the best talentexecute strategies to support our mission of being the premier solutions provider in the transportation industry. This mission includesrecruit and retain a commitment to source, hire,diverse candidate pool, while focusing on two main areas: (1) enhancing diversity recruitment efforts; and develop candidates and employees from(2) strengthening relationships with organizations for underrepresented groups and areas. In 2021, we partnered withwomen. To implement 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 inclusionactivities detailed in our workplace. We value employee inputDiversity Action Plan, we have employed tools 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 beingengaged industry partners for the advancement of recruitment while always placing the most qualified candidates in open positions. In addition, OD was also named as one of the 2020 and 2021Women in Trucking Association’s Top Companies for Women to Work for in Transportation for 2023, as well as one of Newsweek America’s Greatest Workplaces for Diversity for 2024.

Driver Development and recognized on Forbes’ annual listing of America’s Best Large Employers for 2022.Safety

Maintaining Health, Safety,OD’s family spirit has always led to prioritizing employee safety. Working with OD, each employee is trained and Reliability During Uncertain Times

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 inequipped with the OD Family to follow safety measures asskills needed to keep themselvessafely complete their daily activities. OD invests in multiple programs for employee safety including trainings, technology updates, and their loved ones healthyincentives. We regularly invest in our people, processes, and safe. It has been a team effort—one we all take seriously.equipment.

Service Center Safety

Workplace Injury Prevention Initiatives – Our behavior-based safety program, S.H.I.E.L.D. (Safety / Hazards / (Safety/ Hazards/Injuries – Employees Leading the Defense), is focused on injury prevention initiatives. Ourpreventing injuries. OD has trained S.H.I.E.L.D. ambassadors, locatedteam members in more than 100each of our service centers who are empowered to take prompt corrective action. We employaction to improve the safety of co-workers and to sustain a safe working environment. These team of regionalmembers work together to develop and implement solutions to reduce safety managers across the countryhazards, while continuously improving communication, awareness, engagement, and training to help each service center follow proper safety practices. Technological advancements such as newer equipmentensure that everyone receives the knowledge, skills, guidance, and resources to perform their jobs safely and efficiently.

Engaging our Community

Engaging in our communities is the cornerstone of our organization’s success. As a transportation leader, we know OD has an opportunity to be a catalyst 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.

Sharing and Supporting Community

We are deeply rootedpositive change in the communities we serve, and we are committedserve. Our commitment to investing resources to improve quality of life. We have expandedexcellence in service expands beyond our business to new communities, creating quality jobs and contributingcustomers to the local tax base.surrounding communities.

-24-

We are focused on supporting the well-being of the members of our communities, especially those in need. 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,causes. On a company-wide basis, we have partnered oncurrently support initiatives withcarried out by these outstanding organizations: the American Red Cross, Salvation Army,United Way, United Service Organizations, (“USO”),Salvation Army, Big Brothers Big Sisters, and Toys for Tots,Tots.

Delivering on our P.R.O.M.I.S.E.S.

The OD Family of employees’ work is based on keeping our P.R.O.M.I.S.E.S. – being Professional, Reliable, Open, Mindful, Innovative, Serving, Ethical, and United Way.Supportive. We focus on these commitments and are cognizant of these values when serving our customers each day. As a result, OD was named #1 National LTL Carrier for Quality by Mastio & Company for 2023 and awarded American Trucking Associations' President’s Trophy Award for 2023, an award recognizing our ongoing efforts to have an excellent safety record.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee has adopted a writtenpolicy that requires advance approval of all audit services, audit-related services, tax services and other services performed by our independent registered public accounting firm. The policy provides for pre-approval by the Audit Committee of specifically defined audit and permissible non-audit services. Unless the specific service has been pre-approved with respect to that year, the Audit Committee must approve the permitted service before the independent registered public accounting firm is engaged to perform it. The Audit Committee has delegated to the Chair of the Audit Committee authority to pre-approve permitted services under $50,000, provided that the Chair reports any decisions to all members of the Audit Committee at the earliest convenience. In the event the Chair is unavailable, the remaining members must unanimously approve any request for permitted services, not to exceed $50,000, and notify the Chair at the earliest convenience.

Policy for Accounting Complaints

The Audit Committee has established procedures for (i) the receipt, retention and processing of complaints related to accounting, internal accounting controls and auditing matters, and (ii) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. The 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,notifies, through email, to the Chair of the Audit Committee, our Director - Internal Audit, our Corporate Compliance Manager, and our Manager - Executive Administration.Administration that a new complaint is awaiting review. Either the Chair of the Audit Committee or our Director - Internal Audit, using whatever resources are required and working with the Corporate Compliance DepartmentManager 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. TheUnless the individual chooses otherwise, the identity of the individual submitting the complaint and the details of the complaint itself remain anonymous throughout this process.

Securities Trading Policy

Policy Against Hedging and PledgingWe have adopted a securities trading policy governing the purchase, sale and/or other disposition of Company Securities

Oursecurities by our directors, officers and employees that is reasonably designed to promote compliance with insider trading

laws, rules and regulations and applicable listing standards. Our securities trading policy also 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 insidersecurities trading policy also prohibits our directors, officers and employees from holding Company securities in a margin account or pledging Company securities as collateral for a loan, regardless of the purpose of any such proposed transaction.

Compensation Committee Interlocks and Insider Participation

The current members of the Compensation Committee are Mr. Suggs (Chair), Mr. Hanley,Dr. Kasarda and Ms. Stallings and Mr. Wray.Stallings. 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, 20212023 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.

-25-DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires certain of our officers, directors and persons who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. Such officers, directors and shareholders are required by SEC regulations to furnish us with copies of all such reports that they file. Based solely on a review of copies of the reports filed with the SEC since January 1, 2023 and on representations by certain officers and directors, all persons subject to the reporting requirements of Section 16(a) filed the reports required to be filed on a timely basis, except that one Form 4 reporting the settlement of shares of phantom stock and related withholding was not timely filed by Greg Gantt.

Report of Audit Committee

The Audit Committee oversees our financial reporting, internal controls and audit functions on behalf of the Board and operates under a written charter, which is reviewed on an annual basis and was most recently revised on May 20, 2020.17, 2023. The Audit Committee is comprised solely of independent directors as defined by SEC rules and regulations and Nasdaq listing standards. ThreeTwo of the fourthree 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, 2021,2023, 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, 20212023 for filing with the SEC.

The Audit Committee,

D. Michael Wray, Chair

Sherry A. Aaholm, Chair

Andrew S. Davis

Bradley R. Gabosch

Patrick D. Hanley

-26-

Compensation Discussion and Analysis

Executive Summary of Compensation Program

Company Performance and Business Highlights

The Company delivered exceptionalCompany's financial performanceresults in 2021, driven by2023 reflect the consistent and disciplined execution of our long-term strategic plan. While the COVID-19 pandemic created considerable economic uncertainty in 2020, Despite a challenging macroeconomic environment that saw continued high levels of inflation, we saw a significant increase in the demand for freight with the improvement in the economy throughout 2021. We were able to createremained focused on creating value for our customers by delivering best-in-class service and offering capacity at a time when it was generally limited into help keep promises to our industry. Furthermore, strong GDP growth coupled with the reboundcustomers. The relentless commitment of many industriesour OD Family of employees to customer service helped the Company achieve new Company records with revenue of $5.3$5.9 billion, net income of $1.0$1.2 billion and an operating ratio of 73.5%72.0%. 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 demonstratereflect a continued focus on the consistent execution of our long-term growth strategystrategic plan of delivering superior service at a fair price, while also continuing to invest in capacity to achieve our long-term market share goals. The discipline instilled by our executive officers to remain committed to these long-term philosophies across our organization has contributed to compound annualized total shareholder returns, including cumulativeassuming reinvestment of all dividends, of 63.6%28.1%, 44.5%38.1% and 35.0%28.0% over the three-year, five-year and ten-year periods ended December 31, 2021,2023, respectively, significantly outperforming industry peers and the broader market.average of companies in our peer group. During 2021,2023, we repurchased $599.0$453.6 million of common stock and returned $92.4$175.1 million to shareholders through cash dividends. We have increasedThe compound annualized increase in our per share dividend by an average of 31.6% annuallyis 34.8% 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.