🧾 What This Document Is 📄

This document is a Proxy Statement (DEF 14A), which is like a detailed instruction manual for shareholders. It outlines the important matters, proposals, and corporate governance details that will be discussed and voted upon at the company's Annual Meeting of Shareholders. It's designed to give shareholders all the facts they need before they cast their votes.

The Annual Meeting of Shareholders for Old Dominion Freight Line, Inc. is scheduled for Wednesday, May 20, 2026, at 10:00 a.m. ET, at 500 Old Dominion Way, Thomasville, North Carolina 27360. 👉 Shareholders of record as of the record date, March 16, 2026, are entitled to notice of and to vote at this meeting.

🏢 Old Dominion’s Business Model 🚚

Old Dominion Freight Line, Inc. is a major player in the freight transportation and logistics industry. While the filing doesn't detail their specific routes or services, the company operates within the trucking and logistics sector, managing complex supply chains and physical movements of goods across the country.

In simple terms, Old Dominion is a large-scale logistics company that moves freight (goods) from one location to another. They rely on a vast network of trucks and facilities to connect supply chains and keep goods moving for commerce. 👉 Their operations are critical infrastructure for the modern economy, making them subject to constant monitoring for efficiency and risk.

👤 Who’s Running the Show? 👨‍💼

This filing provides extensive details on the company's leadership, showing who the Board of Directors members are and what professional experience they bring. Corporate governance is the system by which the company is directed and controlled, and these reports assure shareholders that the company is overseen by qualified individuals.

The Board of Directors is comprised of twelve members, including eleven current directors and one new nominee, A. Randolph Smith, II. The Board maintains a strong commitment to governance by separating the roles of Chairman and Chief Executive Officer.

Key Roles and Experience:

• Executive Chairman: David S. Congdon (69), who has served in various capacities within Old Dominion for over 40 years, bringing deep knowledge of the Less-than-Truckload (“LTL”) industry.
• CEO: Kevin M. Freeman (67), who has served as President and CEO since July 2023. He brings 46 years of experience in the transportation industry, having been with Old Dominion since 1992.
• Lead Independent Director: As of May 2025, John D. Kasarda held this role, and Andrew S. Davis has been elected to serve as the Lead Independent Director following the Annual Meeting.

🗳️ Board Structure & Governance 🏛️

Corporate governance involves the rules and processes used to run a company and manage power. The Board has structured its committees to ensure rigorous oversight across multiple areas (finance, risk, pay).

The Board is structured to promote strong oversight by ensuring that a majority of the directors (Ms. Aaholm, Mr. Davis, Mr. Gabosch, Dr. Kasarda, Ms. Miller, Ms. Stallings, and Mr. Stith, plus Mr. Smith) are independent.

Committee Oversight Roles:

• The Audit Committee (Chair: B. R. Gabosch): Responsible for overseeing the external accounting firm (Ernst & Young LLP) and reviewing financial results and risk assessments. The committee met ten times in 2025.
• The Talent and Compensation Committee (Chair: A. S. Davis): Reviews all compensation plans, ensuring pay aligns with performance and generating advice on pay to the Named Executive Officers.
• The Governance and Nomination Committee (Chair: J. D. Kasarda): Manages the Board’s structure, recommends new directors, and develops corporate governance guidelines.
• The Risk Committee (Chair: S. A. Aaholm): Oversees the company's enterprise risks, including technology failures, cybersecurity, and sustainability matters.

💰 Executive Compensation Review 💸

This is the section where shareholders vote on (an advisory basis) whether they approve of the company's executive compensation. It’s designed to show that executive pay is tied directly to company performance and shareholder value.

The compensation package includes several components designed to motivate performance:

• Base Salary: A standard salary, reviewed annually.
• Non-Equity Performance Incentive Plan (“PIP”): Links pay to pre-tax income. Payments are limited to 10x the annual base salary.
• Equity-based Performance-Based Restricted Stock Award (“RSA”): Rewards performance based on the company’s operating ratio (profitability metric).
• Performance-Based Restricted Stock Unit Award (“PBRSU”): Ties compensation to the company's three-year Total Shareholder Return (TSR) relative to competitors in the Dow Jones Transportation Average.

2025 Compensation Highlights:

• The Named Executive Officers (CEO Kevin M. Freeman, CFO Adam N. Satterfield, etc.) earned total compensation totaling $49.8 million (sum of the five officers).
• For 2025, the non-equity incentive awards under the PIP were approximately 12.6% lower than the payouts in 2024, reflecting a decline in pre-tax income.
• The RSA awards were earned at target levels, supported by an industry-leading 2025 operating ratio of 75.2%.

👥 Leadership & Staffing Overview 🧑‍✈️

Beyond the directors, Old Dominion has several key executive officers (non-directors) who manage daily operations. This section provides a professional summary of the experienced team that executes the strategy developed by the Board.

Key functional leaders, along with their background roles, include:

• Christopher T. Brooks: Senior Vice President - Human Resources & Safety.
• Steven W. Hartsell: Senior Vice President – Sales.
• Christopher J. Kelley: Senior Vice President – Operations.
• Cecil E. Overbey, Jr.: Senior Vice President - Strategic Development.
• Ross H. Parr: Senior Vice President - Legal Affairs, General Counsel and Secretary.
• Gregory B. Plemmons: Executive Vice President and Chief Operating Officer.
• Adam N. Satterfield: Executive Vice President, Chief Financial Officer and Assistant Secretary.

🏦 Beneficial Ownership and Shares 📊

This table shows who owns the company's stock, listing major institutional investors and key insiders. This information is vital because large owners can influence the company's direction.

As of March 16, 2026:

• The Vanguard Group, Inc. holds 23,252,655 shares (11.1%).
• BlackRock, Inc. holds 14,185,482 shares (6.7%).
• T. Rowe Price Associates, Inc. holds 13,391,525 shares (6.3%).
• The Named Executive Officers and all of the other Executive Officers (as a group) hold 17,055,495 shares (8.2%).

👉 Notably, the Board confirmed that none of the directors or executive officers have pledged their common stock, which helps maintain confidence in their commitment to the company.

📅 Meeting Logistics and Timeline 🗓️

This section is purely functional, providing voters with the dates and procedures for the Annual Meeting. It ensures no shareholder gets lost in the process of voting.

• Record Date: March 16, 2026. Shareholders must own stock by this date to vote.
• Meeting Date: Wednesday, May 20, 2026.
• How to Vote: Shareholders can vote in person at the principal executive offices, or remotely by mailing a proxy card, voting online, or calling a toll-free number.
• Important Dates: Shareholder proposals must be received by the SEC by December 21, 2026.

🤝 Connecting with Old Dominion 📧

If you need to follow up on the meeting, review the full document, or ask questions, the filing provides specific contacts and resources.

• Corporate Website for Materials: All materials are available on the corporate website at https://ir.odfl.com/annual-shareholder-meeting-information.
• In-Person Attendance: To attend and vote in person, contact the Corporate Secretary at (336) 889-5000.

🧠 The Analogy

A Proxy Statement is like a detailed recipe book for a major event. Before the annual dinner (the meeting), the cooks (shareholders) need to read the entire book to know exactly which ingredients are needed (the proposals), who the head chefs are (directors), and if the recipes (compensation) are designed to make everyone happy and feed the operation effectively.

🧩 Final Takeaway

This proxy statement is a comprehensive governance deep-dive, signaling that Old Dominion emphasizes highly structured oversight. The core story is that while the company is run by a deep bench of experienced leaders, its compensation and governance structures are constantly being reviewed to align executive pay with long-term shareholder success.