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 3,000,000 shares.

During 2023, 2022 and 2021, 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 generally 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, unless otherwise approved by the Board of Directors or its Compensation Committee. 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.

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, 2023		77,725		$	232.79
Granted		37,730			359.53
Vested		(52,447	)		222.91
Forfeited		(5,026	)		322.90
Unvested at December 31, 2023		57,982		$	317.23

The weighted average grant date fair value per restricted stock award granted during fiscal years 2023, 2022 and 2021 was $359.53, $303.81 and $213.55, respectively. The total fair value of vested restricted stock awards for fiscal year 2023, 2022 and 2021 was $18.1 million, $20.1 million and $15.6 million, respectively. At December 31, 2023, the Company had $9.7 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 1.7 years.

During 2023, 2022 and 2021 we granted performance-based restricted stock units (“PBRSUs”) to selected employees under the Stock Incentive Plan. The PBRSUs are earned based on the achievement of stated Company performance metrics over a one-year performance period. One-third of the earned PBRSUs vest following the end of the one-year performance period if the performance metrics are satisfied, with an additional one-third of the PBRSUs vesting on each of the next two grant date anniversaries. Earned PBRSUs are subject to accelerated vesting due to death, total disability, or change in control of the Company. Subject to the foregoing, unvested PBRSUs are generally forfeited if minimum threshold performance targets are not achieved or upon termination of employment. The unvested PBRSUs do not include voting rights or dividend participation rights.

Compensation cost for PBRSUs is measured at the grant date based on the fair market value per share of our common stock, with consideration given to the probability of achieving performance targets. At the end of each reporting period, we reassess the probability of achieving performance targets and changes to our initial assessment are reflected in the reporting period in which the change in estimate occurs.

The following table summarizes our activity for PBRSUs for employees during 2023:


	Shares			Weighted Average Grant Date Fair Value Per Share
Unvested at January 1, 2023		54,536		$	231.03
Granted (a)		—			—
Vested		(35,463	)		228.24
Forfeited		(1,694	)		263.43
Unvested at December 31, 2023		17,379		$	254.93

(a) PBRSUs earned may range from zero to 200% of the target award. PBRSUs granted for the 2023 performance period were not earned as the performance metrics were not met.

At December 31, 2023, the Company had $0.6 million of unrecognized stock-based compensation cost, net of estimated forfeitures, related to unvested PBRSUs that are expected to be recognized over a weighted average period of 1.0 years.

A summary of the changes in the number of outstanding phantom stock awards during the year ended December 31, 2023 is provided below. There were no phantom stock awards granted during 2023.


	Total Phantom Shares			Weighted Average Grant Date Fair Value Per Share
Balance of shares outstanding at January 1, 2023		612,520		$	120.40
Settled		(24,881	)		118.99
Forfeited		(28,441	)		119.69
Balance of shares outstanding at December 31, 2023		559,198		$	120.50

Of these outstanding awards, 1,722 phantom shares remain unvested with a weighted average grant date fair value per share of $114.76. The outstanding phantom stock awards will be settled in shares of our common stock equal to the number of vested shares of phantom stock on the applicable settlement date. The shares of common stock will generally be distributed in twenty-four substantially equal monthly installments commencing on the first day of the sixth calendar month following such settlement date.