EX-10.18(16) 2 odfl-ex10_1816.htm EX-10.18(16)

Exhibit 10.18(16)

OLD DOMINION FREIGHT LINE, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION STRUCTURE

EFFECTIVE AS OF THE 2024 ANNUAL MEETING OF SHAREHOLDERS

|  | Annual Cash |  |  |  | Annual Restricted |
Director Role |  | Retainer |  |  |  | Stock Grant Amount |
Member (all non-employee directors) |  | $ | 110,000 |  |  |  | $ | 165,000 |
Lead Independent Director |  | 25,000 |  | (1) |  |  | — |
Audit Committee Chair |  | 25,000 |  | (1) |  |  | — |
Compensation Committee Chair |  | 20,000 |  | (1) |  |  | — |
Governance and Nomination Committee Chair |  | 20,000 |  | (1) |  |  | — |
Risk Committee Chair |  | 20,000 |  | (1)(2) |  |  | — |

(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.
(2)
This change was effective as of May 17, 2023.