Annual report pursuant to Section 13 and 15(d)

Share-Based Compensation

v3.10.0.1
Share-Based Compensation
12 Months Ended
Dec. 31, 2018
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-Based Compensation

Note 8. Share-Based Compensation

Stock Incentive Plan

On May 19, 2016, our shareholders approved the Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan (the “Stock Incentive Plan”) previously approved by our Board of Directors. The Stock Incentive Plan, under which awards may be granted until May 18, 2026 or the Stock Incentive Plan’s earlier termination, serves as our primary equity incentive plan and provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted awards, performance awards, phantom stock awards and other stock-based awards or dividend equivalent awards to selected employees and non-employee directors. The maximum number of shares of common stock that we may issue or deliver pursuant to awards granted under the Stock Incentive Plan is 2,000,000 shares.

Restricted Stock Awards

During 2018, 2017 and 2016, we granted restricted stock awards to selected employees and non-employee directors under the Stock Incentive Plan. The employee restricted stock awards vest in three equal annual installments on each anniversary of the grant date, and the non-employee director restricted stock awards vest in full on the first anniversary of the grant date. In both cases, the restricted stock awards are subject to accelerated vesting due to death, total disability, or change in control of the Company. Subject to the foregoing, unvested restricted stock awards are generally forfeited upon termination of employment or service. The restricted stock awards accrue dividends while the award is unvested and only carry rights to receive the accrued dividends once vested.

Compensation cost for restricted stock awards is measured at the grant date based on the fair market value per share of our common stock. Compensation cost is recognized on a straight-line basis over the requisite service period of each award and is presented in “Salaries, wages and benefits” for employees and “Miscellaneous expenses, net” for non-employee directors in the accompanying Statements of Operations.

The following table summarizes our restricted stock award activity for employees and non-employee directors:

 

 

 

Shares

 

 

Weighted Average

Grant Date Fair

Value Per Share

 

Unvested At January 1, 2018

 

 

97,098

 

 

$

79.58

 

Granted

 

 

46,119

 

 

 

137.78

 

Vested

 

 

(43,931

)

 

 

79.86

 

Forfeited

 

 

(8,105

)

 

 

100.09

 

Unvested at December 31, 2018

 

 

91,181

 

 

$

107.06

 

 

The weighted average grant date fair value per restricted stock award granted during fiscal years 2018, 2017 and 2016 was $137.78, $90.16 and $63.94, respectively. The total fair value of vested restricted stock awards for fiscal year 2018 and 2017 was $6.2 million and $2.7 million respectively. No restricted stock awards vested during fiscal year 2016. At December 31, 2018, the Company had $5.5 million of unrecognized stock-based compensation cost, net of estimated forfeitures, related to unvested restricted stock awards that are expected to be recognized over a weighted average period of 1.6 years.

Phantom Stock Plan

On October 30, 2012, our Board of Directors approved and we adopted the Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan, as amended on January 29, 2015 (the “2012 Phantom Stock Plan”). Under the 2012 Phantom Stock Plan, 1,000,000 shares of phantom stock may be awarded, each of which represents a contractual right to receive an amount in cash equal to the fair market value of a share of our common stock on the settlement date, which is the earliest of the date of the participant’s (i) termination of employment for any reason other than for cause, (ii) death or (iii) total disability. Each award vests in 20% increments on the anniversary of the grant date provided that the participant (i) has been continuously employed by us since the grant date, (ii) has been continuously employed by us for ten years and (iii) has reached the age of 65. Vesting also occurs on the earliest of (i) a change in control, (ii) death or (iii) total disability. Awards are settled in cash after the required vesting period has been satisfied and upon termination of employment. Unvested shares are forfeited upon termination of employment, although our Board of Directors has authority to modify and/or accelerate the vesting of awards.

On May 16, 2005, our Board of Directors approved, and the Company adopted, the Old Dominion Freight Line, Inc. Phantom Stock Plan, as amended January 1, 2009, May 18, 2009, May 17, 2011 and January 29, 2015 (the “2005 Phantom Stock Plan” and, together with the 2012 Phantom Stock Plan, the “Employee Phantom Plans”). The 2005 Phantom Stock Plan expired in May 2012; however, grants under the 2005 Phantom Stock Plan remain outstanding. Each share of phantom stock awarded to eligible employees under the 2005 Phantom Stock Plan represents a contractual right to receive an amount in cash equal to the fair market value of a share of our common stock on the settlement date, which generally is the earlier of the eligible employee’s (i) termination from the Company after reaching 55 years of age, (ii) death or (iii) total disability. Awards are settled in cash after the required vesting period has been satisfied and upon termination of employment.

Awards under the 2005 Phantom Stock Plan vest upon the earlier to occur of the following: (i) the date of a change of control in our ownership; (ii) the fifth anniversary of the grant date of the award, provided the participant is employed by us on that date; (iii) the date of the participant’s death while employed by us; (iv) the date of the participant’s total disability; or (v) the date the participant attains the age of 65 while employed by us. Awards that are not vested upon termination of employment are forfeited. If termination occurs prior to attaining the age of 55, all vested and unvested awards are generally forfeited unless the termination results from death or total disability. The 2005 Phantom Stock Plan does, however, provide the Board of Directors with discretionary authority to modify and/or accelerate the vesting of awards.

A summary of cash payments for settled shares and compensation costs recognized in “Salaries, wages and benefits” on our Statements of Operations for the Employee Phantom Plans is provided below:

 

 

 

Year Ended December 31,

 

(In thousands)

 

2018

 

 

2017

 

 

2016

 

Cash payments for settled shares

 

$

2,360

 

 

$

3,066

 

 

$

2,442

 

Compensation expense

 

 

5,283

 

 

 

16,910

 

 

 

12,694

 

 

Unrecognized compensation cost for all unvested shares under the Employee Phantom Plans as of December 31, 2018 was $10.1 million based on the fair market value of the award on that date.

On May 28, 2008, our Board of Directors approved, and the Company adopted, the Old Dominion Freight Line, Inc. Director Phantom Stock Plan, as amended April 1, 2011, February 20, 2014, August 7, 2014 and February 25, 2016 (the “Director Phantom Stock Plan” and together with the Employee Phantom Plans, the “Phantom Plans”). Under the Director Phantom Stock Plan, each eligible non-employee director was granted an annual award of phantom shares. Our Board of Directors approved the initial grant under this plan at its May 2008 meeting and authorized the subsequent annual grants to be made thereafter. For each vested phantom share, participants are entitled to an amount in cash equal to the fair market value of the award on the date that service as a director terminates for any reason. Our shareholders approved the Stock Incentive Plan at our 2016 Annual Meeting of Shareholders; as a result, no phantom shares have been granted under the Phantom Plans since such approval.

Director Phantom Stock Plan awards vest upon the earlier to occur of the following: (i) the one-year anniversary of the grant date; (ii) the date of the first annual meeting of shareholders that occurs after the grant date provided the participant is still in service as a director; (iii) the date of a change of control in our ownership provided that the participant is still in service as a director; or (iv) the date of the participant’s death or total disability while still in service as a director. Awards that are not vested upon termination of service as a director are forfeited.

A summary of cash payments for settled shares and compensation costs recognized in “Miscellaneous expenses, net” on our Statements of Operations for the Director Phantom Stock Plan is provided below:

 

 

 

Year Ended December 31,

 

(In thousands)

 

2018

 

 

2017

 

 

2016

 

Cash payments for settled shares

 

$

198

 

 

$

474

 

 

$

278

 

Compensation expense

 

 

491

 

 

 

2,588

 

 

 

2,098

 

 

A summary of the changes in the number of outstanding phantom stock awards during the year ended December 31, 2018 for the Phantom Plans is provided below. Of these awards, 356,789 and 360,481 phantom shares were vested at December 31, 2018 and 2017, respectively.

 

 

 

Employee

Phantom Plans

 

 

Director

Phantom

Stock Plan

 

 

Total

 

Balance of shares outstanding at December 31, 2017

 

 

491,465

 

 

 

68,162

 

 

 

559,627

 

Granted

 

 

 

 

 

 

 

 

 

Settled

 

 

(23,419

)

 

 

(14,091

)

 

 

(37,510

)

Forfeited

 

 

(1,659

)

 

 

 

 

 

(1,659

)

Balance of shares outstanding at December 31, 2018

 

 

466,387

 

 

 

54,071

 

 

 

520,458

 

 

The liability for unsettled phantom stock awards under the Phantom Plans consists of the following:

 

 

 

December 31,

 

(In thousands)

 

2018

 

 

2017

 

Employee Phantom Plans

 

$

50,233

 

 

$

48,148

 

Director Phantom Stock Plan

 

 

7,000

 

 

 

8,436

 

Total

 

$

57,233

 

 

$

56,584

 

 

While the Stock Incentive Plan currently serves as our primary equity plan, the terms of the Phantom Stock Plans will continue to govern all awards granted under the Phantom Stock Plans until such awards have been settled, forfeited, canceled or have otherwise expired or terminated.