OLD DOMINION FREIGHT LINE, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION STRUCTURE
EFFECTIVE AS OF THE 2026 ANNUAL MEETING OF SHAREHOLDERS
Director Role |
|
Annual Cash |
|
|
|
Annual Restricted |
|
||
Member (all non-employee directors) |
|
$ |
110,000 |
|
|
|
$ |
172,000 |
|
Lead Independent Director |
|
25,000 |
|
(1) |
|
|
— |
|
|
Audit Committee Chair |
|
25,000 |
|
(1) |
|
|
— |
|
|
Talent and Compensation Committee Chair |
|
20,000 |
|
(1) |
|
|
— |
|
|
Governance and Nomination Committee Chair |
|
20,000 |
|
(1) |
|
|
— |
|
|
Risk Committee Chair |
|
20,000 |
|
(1) |
|
|
— |
|
|
(1)
Each non-employee Chair of a Board Committee and the Lead Independent Director receives this annual retainer in addition to the $110,000 annual cash retainer paid to all non-employee directors.