UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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☒ | Definitive Proxy Statement |
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☐ | Soliciting Material Pursuant to §240.14a-12 |
J.B. HUNT TRANSPORT SERVICES, INC. |
(Name of Registrant as Specified In Its Charter) |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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J.B. HUNT TRANSPORT SERVICES, INC.
615 J.B. Hunt Corporate Drive
Lowell, Arkansas 72745
479-820-0000
Internet Site: jbhunt.com
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held April 18, 2019
NOTICE OF ANNUAL MEETING |
The Annual Meeting of Stockholders of J.B. Hunt Transport Services, Inc. (the Company) will be held April 18, 2019,28, 2022, at 10 a.m. (CDT) at the Company’s headquarters, located at 615 J.B. Hunt Corporate Drive in Lowell, Arkansas, for the following purposes:
To elect Directors for a term of one (1) year | |
To consider and approve an advisory resolution regarding the Company’s compensation of its named executive officers | |
To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2022 calendar year | |
To transact such other business as may properly come before the Annual Meeting or any adjournments thereof |
Only stockholders of record on February 12, 2019,March 8, 2022, will be entitled to vote at the meeting or any adjournments thereof. The stock transfer books will not be closed.
The 20182021 Annual Report to Stockholders is included in this publication.
By Order of the Board of Directors
JENNIFER R. BOATTINI Corporate Secretary Lowell, Arkansas March |
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YOUR VOTE IS IMPORTANT
PLEASE EXECUTE YOUR PROXY WITHOUT DELAY
J.B. HUNT TRANSPORT SERVICES, INC.
615 J.B. Hunt Corporate Drive
Lowell, Arkansas 72745
479-820-0000
Internet Site: jbhunt.com
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies by J.B. Hunt Transport Services, Inc. (the Company), on behalf of its Board of Directors (the Board), for the 20192022 Annual Meeting of Stockholders (the Annual Meeting). The Proxy Statement and the related proxy card are being distributed on or about March 8, 2019.24, 2022.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD APRIL 18, 201928, 2022
This Proxy Statement and our 20182021 Annual Report to Stockholders, which includes our Annual Report on Form 10-K, are available at jbhunt.com.
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING
Item | Board
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Election of Directors | FOR | Page |
Advisory Vote on Executive Compensation | FOR | Page |
Ratification of Independent Registered Public Accounting Firm | FOR | Page |
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YOU SHOULD CAREFULLY READ THIS PROXY STATEMENT IN ITS ENTIRETY
The summary information provided above is for your convenience only and is merely a brief description of material information contained in this Proxy Statement.
YOUR VOTE IS IMPORTANT. IMPORTANT
IF YOU ARE A REGISTERED OWNER, YOU MAY VOTE BY INTERNET, TELEPHONE, OR BY COMPLETING, SIGNING, AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT TO US IN THE ACCOMPANYING ENVELOPE AS PROMPTLY AS POSSIBLE
IF YOU ARE A BENEFICIAL OWNER, PLEASE FOLLOW THE VOTING INSTRUCTIONS OF YOUR BROKER, BANK, OR OTHER NOMINEE AS PROVIDED WITH THIS PROXY STATEMENT AS PROMPTLY AS POSSIBLE
J.B. HUNT TRANSPORT SERVICES, INC. | Proxy Statement | 1 |
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DIRECTOR NOMINEES |
Director Nominees
Name | Occupation | Age | Director Since | Independent | Other Directorships | Committees |
Douglas G. Duncan | FedEx Freight Corporation (retired) | 68 | 2010 | Yes | Benchmark Electronics, Inc. Brambles LTD | Audit Committee Corporate Governance Committee |
Francesca M. Edwardson | American Red Cross of Greater Chicago (retired) | 61 | 2011 | Yes | Duluth Holdings, Inc. Rush University Medical Center Lincoln Park Zoo | Compensation Committee Corporate Governance Committee |
Wayne Garrison | J.B. Hunt Transport Services, Inc. (retired) | 66 | 1981 | No | ||
Sharilyn S. Gasaway | Alltel Corp. (retired) | 50 | 2009 | Yes | Genesis Energy, LP Waddell & Reed Louisiana Tech University (LTU) Foundation LTU College of Business Advisory Board Arkansas Children’s Inc. Arkansas Children’s Foundation | Audit Committee Compensation Committee Corporate Governance Committee |
Gary C. George | George’s Inc. | 68 | 2006 | Yes | Legacy National Bank Arkansas Children’s Inc. Arkansas Children’s Northwest National Chicken Council | Compensation Committee Chair of Corporate Governance Committee |
Bryan | Hunt Automotive group | 60 | 1991 | No | The New School | |
Coleman H. Peterson | Hollis Enterprises, LLC | 70 | 2004 | Yes | Build-A-Bear Workshop Cracker Barrel Old Country Store, Inc. | Chair of Compensation Committee Corporate Governance Committee |
John N. Roberts, III | President and Chief Executive Officer | 54 | 2010 | No | Federal Reserve Bank of St. Louis Arkansas Children’s Northwest | |
James L. Robo | NextEra Energy, Inc. | 56 | 2002 | Yes | NextEra Energy, Inc. NextEra Energy Partners, LP | Chair of Audit Committee Corporate Governance Committee |
Kirk Thompson | Chairman of the Board | 65 | 1985 | No | Rand Logistics, Inc. |
Name | Occupation | Age | Director Since | Independent | Other Current Directorships | Committees Upon Election |
Douglas G. Duncan | FedEx Freight Corporation (retired) | 71 | 2010 | Yes | Benchmark Electronics, Inc. | Audit Corporate Governance |
Francesca M. Edwardson | American Red Cross of Chicago & Northern Illinois (retired) | 64 | 2011 | Yes | Duluth Holdings, Inc. | Audit Corporate Governance |
Wayne Garrison | J.B. Hunt Transport Services, Inc. (retired) | 69 | 1981 | No | ||
Sharilyn S. Gasaway | Alltel Corp. (retired) | 53 | 2009 | Yes | Genesis Energy, LP | Audit (Chair) Compensation Corporate Governance |
Gary C. George | George’s Inc. | 71 | 2006 | Yes | Corporate Governance (Chair) Compensation | |
Thad Hill | Calpine Corporation | 54 | 2021 | Yes | Compensation Corporate Governance | |
Bryan Hunt, Jr. | Hunt Automotive Group | 63 | 1991 | No | ||
Gale V. King | Nationwide Mutual Insurance Co. (retired) | 65 | 2020 | Yes | AutoZone, Inc. | Compensation Corporate Governance |
John N. Roberts, III | President and Chief Executive Officer | 57 | 2010 | No | ||
James L. Robo | NextEra Energy, Inc. | 59 | 2002 | Yes | NextEra Energy, Inc. NextEra Energy Partners, LP | Compensation (Chair) Corporate Governance |
Kirk Thompson | Chairman of the Board | 68 | 1985 | No | ||
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Compensation Objectives, Principles and Practices
COMPENSATION OBJECTIVES, PRINCIPLES AND PRACTICES |
We believe the ability to attract, retain and provide appropriate incentives for professional personnel, including the senior executive officers and other key employees of the Company is essential to maintaining the Company’scompany’s leading competitive position, thereby providing for the long-term success of the Company. The overall compensation philosophy of the Company’s Board of Directors and management is guided by the following principles:
Recruitment and Retention | Performance and Responsibility | |
The Company aims to attract, motivate and retain | ||
| Total compensation should be tied to and vary with performance and responsibility, both at the Company and individual | |
Short-term Incentive | Long-term Incentive | |
A large portion of total compensation should be tied to Company performance, and therefore at risk, as position and responsibility increase. Individuals with greater roles and the ability to directly impact strategic direction and long-term results should bear a greater | ||
| Awards of long-term compensation encourage participating employees to focus on the Company’s long-range growth and development and incent them to manage from the perspective of stockholders with a meaningful stake in the Company, as well as |
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2021 BUSINESS HIGHLIGHTS |
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2018 BUSINESS HIGHLIGHTS
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J.B. HUNT CORPORATE RESPONSIBILITY |
Overview/Mission Statement
In 2021, J.B. Hunt celebrated 60 years of doing business. Both reflection and foresight reveal that our success rests on our employees navigating the complexities of the industry and creating value for customers by eliminating waste, reducing costs, establishing strong relationships and delivering exceptional service. The Board and Management recognize that the balance of sound corporate governance combined with environmental and social responsibility is the soil where healthy, sustainable business grows. This foundational model offers benefits for all stakeholders.
Our priorities are apparent in our key areas of investments - people, equipment and technology. We understand the honor of being an industry leader comes with the responsibility to keep roadways and employees safe, which we do not take for granted. It has also become increasingly important that we not only recognize the diversity throughout our value chain but create a lasting culture of inclusion that celebrates and encourages diversity in its many forms. Additionally, we feel the urgency to focus on reducing our carbon footprint and uphold our role as good stewards of the environment. Being at the forefront of the latest technology helps us to significantly improve both our efficiency and safety.
We believe that this work contributes to the success of our customers, raises the bar in our industry and gives our employees a shared purpose, which creates value for all our stakeholders. We aim to seek out and implement long-term strategies that positively shift the trajectory of the industry and, in turn, help us to accomplish our mission: to create the most efficient transportation network in North America.
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Sustainability
Like the previous 60 years, 2021 was marked by progress and exploration in our sustainability journey. Our willingness to embrace a spirit of curiosity and champion diverse perspectives propels us forward while remaining people-focused keeps us grounded.
Our sustainability journey started before the word sustainability was popular and we continue to take steps to increase our efforts to share that story with our stakeholders. In 2019, the executive management team advanced these efforts with the establishment of our Sustainability Committee led by our then Chief Operations Officer, Craig Harper. Mr. Harper was named our Chief Sustainability Officer in November 2020. In 2021, under the direction of Mr. Harper and with the help of many others, J.B. Hunt was able to successfully launch its first ever Sustainability Report in accordance with the Global Reporting Initiative (GRI) Standard and in alignment with the Sustainability Accounting Standards Board (SASB) and Task Force on Climate-related Financial Disclosures (TCFD) frameworks.
The Sustainability Committee is comprised of a diverse group of employees responsible for identifying opportunities to advance our measurement, management and disclosure of our sustainability efforts. The work of this group helps identify and mitigate risks such as climate-related risks and other topics within the social and governance aspects of sustainability, including diversity and sustainable procurement. Members of the Committee regularly present to our Nominating and Corporate Governance Committee on the Company’s efforts and investments made to reduce our greenhouse gas (GHG) emissions as part of its oversight of fossil fuel efficiency and progress on reducing the Company’s environmental impact.
Environmental Matters The Company recognizes that reducing GHG emissions in our business is important to our stockholders, our customers, the communities we serve, the global environment and ultimately the future success of our Company. Increasingly, our customers are making environmental responsibility a priority in their business decision-making, and the same is true for the Company. We’ve worked hard to create solutions to reduce carbon emissions and maintain sound environmental and social responsibility while reducing costs and meeting or exceeding our customers’ operational needs. Our business strategy continues to work toward and prepare for the low-carbon transition and constantly evolves to offer the necessary mix of transportation and logistics services to minimize our carbon footprint. We’re constantly seeking sustainable solutions to address capacity and efficiency through technology. Technology-driven initiatives from the past year that support our climate strategy efforts and address capacity issues include: ● Working with Google to collaborate on next-generation supply chain platform technology and expand the J.B. Hunt 360°® platform to increase efficiencies and enhance visibility across the supply chain ● Integrating the freight-matching platform within J.B. Hunt 360 with KeepTruckin’s Smart Load Board and SAP® ERP to provide greater visibility into capacity and offer carriers freight opportunities that better align with their operations | ||
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J.B. Hunt Corporate Responsibility
● | Actively pursuing autonomous vehicle technology with Waymo Via by first conducting a successful pilot project with a leading customer in Texas, then announcing a long-term collaboration to advance commercial autonomous driving technology |
● | Addressing the disruptive capacity issues by investing in additional equipment, including12,000 new intermodal containers and 3,000 new J.B. Hunt 360box trailers |
Overview/Mission Statement
With a pastWe remain encouraged by the advancements being made with alternative fuel vehicles and present more than 50 years inwe believe that they have the making, we know how important it ispotential to look toward the future. We believe doing business today in ways that help preserve and protect the people we serve and the world in which we live is the best waysignificantly reduce our Scope 1 emissions. However, until economically viable alternatives are available, challenges to take care of business. From reducingfurther reduce our carbon emissions include but are not limited to the availability of commercial diesel-powered equipment and our ability to convert over-the-road (OTR) shipments to rail through our intermodal service offering, which on average reduces a shipment’s carbon footprint and keeping the roads safer to embracing the diversity of our customers and people, we’re in it for the long haul. We do what we can to make business decisions that have a positive impact on the things that matter most.by 60% versus highway truck transportation.
Environmental Stability
At J.B. Hunt, we put forth a deliberate effort to make business decisions that have a positive impact on the environment. The Company is in an industry that utilizesAs fossil fuels represent a significant component of operating costs, management is continually working to operate and generate profits. Management is conscious ofminimize the environmental effects of its operations and strives to be a good steward in the use of nonrenewable resources. Management is committed to monetizing the efficient use of fossil fuels,volume used, such as adopting the most advanced technologies provided from original equipment manufacturers (OEM), utilizing aftermarket products to reduce fuel burn, adopting policies to incentivize reduced fuel burn and assisting manufacturers in developing commercially viable alternative fuel sources.
Annually, management will present its progress in growing intermodal load conversions from highway transportationThe Company recognizes that reducing our carbon footprint is a continuous journey, and its progress towards improving its fleet MPG though its efficiency efforts and adoption of commercially viable alternative fuel sourceswe believe the following items support our commitment to the Nominating and Governance Committee as part of its oversight of fossil fuel efficiency andreducing our environmental impact progress.
Proxy Statement – Summary
We are dedicated to creating a more sustainable supply chain for our customers.impact:
Championing Intermodal Conversion | |
J.B. Hunt leads the industry in converting
● 58,168,538 urban tree seedlings planted and grown for 10 years ● 758,720 passenger vehicles off the roads for one year ● 420,495 average U.S. homes’ total annual energy consumption Based on analysis of Shipper 360°® transactions and our annual bid activity, J.B. Hunt estimates that an additional 7 to 11 million shipments could be converted to intermodal, generating further carbon reductions, while supporting long-term growth opportunities for our intermodal business. As champions of intermodal conversion, we grew our intermodal fleet to surpass 100,000 containers overall in 2021. | |
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Renewable Technology | |
J.B. Hunt invests in renewable technology solutions. Company | |
Energy-Efficient Trucks and Equipment | |
We maintain a modern fleet with an average truck age of only 2.5 years as compared to the ~5.4-year industry average. Modernization ensures that we maintain the latest in emission reduction technologies. We also spec our equipment to maximize fuel efficiency with features including aerodynamic packages for both tractors and trailers, governor to limit speed and improve fuel efficiency, idle-reducing cab heaters and automatic manual transmissions (AMTs) that all contribute to improved fuel economy. |
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Fuel Technology | |
Fuel is one of the largest sources of carbon emissions within the supply chain. We strive to find advanced fuel solutions for customers, including the use of biofuels and ensuring the fuel efficiency of our fleets. In 2021, 51% of all fuel purchased was a bio-blended diesel product or renewable diesel. The Company’s total weighted average of fuel from renewable sources was 11%. | |
Engineering | |
J.B. Hunt has a dedicated engineering team that helps customers optimize their shipping strategy to minimize total miles, maximize payload, and reduce carbon emissions per shipment. | |
CLEAN Transport™ Carbon Calculator | |
| J.B. Hunt’s |
Carbon Diet | |
We provide support to customers with a | |
Alternative Vehicles | |
| We continually |
Social Matters J.B. Hunt |
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Social Issues
Doing business to the best of our ability also means acknowledging and addressing important social issues. As a company, we support numerous initiatives that reflect the values most important to our customers and employees.
We cover a lot of miles in this business in the communities we serve and across the country. The people we encounter—employees, customers, and vendors—share diverse backgrounds and an equally diverse range of interests and passions. J.B. Hunt puts forth its best effort to support initiatives reflecting the company values which are most near and dear to the hearts of those we serve each day.
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Public Safety
Our commitment to safety, which is a cornerstone of our business, has not deterred us from our goal of providing best-in-class service to our customers. Ensuring the roads are safe for our drivers and everyone on the roadmotoring public is important to us.us as a key social responsibility and as a business concern. We train drivers extensively to understand and comply with all required safety measures.
J.B. Hunt has made considerable investments in safety over the past 20 years. Safetylast two decades because first and foremost, it is a core valuethe right thing to do, and part of our corporate culture. It just has to be.it is an investment with almost immeasurable returns. We share the road with millions of people across the country every day, and our livelihood depends on keeping those roads as safe as possible for everyone. In addition to complying with industry-relevant laws and mandates, J.B. Hunt makes its contribution to public road safety in a variety of ways — driver training, drug testing and investing in technologies that make drivers and equipment safer.
We have continuously maintained a satisfactory safety rating from the Federal Motor Carrier Safety Administration (FMCSA) since 1992. Our out-of-service (OOS) rates for vehicle, driver and HAZMAT fall substantially below reported national averages in the FMCSA’s Safety Measurement System (SMS).and Fitness Electronic Records (SAFER) System. In CSA (Compliance, Safety, Accountability), our safety performance falls below the threshold inof FMCSA’s on-road safety performance BASICs (Behavior Analysis and Safety Improvement Categories) for unsafe driving, hours of service (HOS), driver fitness, controlled substance/alcohol, vehicle maintenance, and crash indicator.
Proxy Statement – Summary
in all categories.
Public safety is further promoted through smart purchasing decisions. As new safety technologies are made available, we carefully evaluate each to determine the overall impact and benefit they could bring to our drivers, trucks and equipment.
Intermodal Conversion |
J.B. Hunt leads the industry in converting OTR shipments to intermodal. |
Defensive Driving Training |
J.B. Hunt drivers are certified in a nationwide defensive driving program, involving classroom and in-vehicle training. All drivers are recertified |
Monthly and Quarterly Safety Training |
Our drivers participate in regular |
Hair Testing |
In |
Automatic Onboard Recording Devices/ |
We began implementing automatic onboard recording devices in 2007. As an early adopter of this technology, we have seen benefits in its ability to manage compliance with |
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Forward Collision Warning |
Installation of forward collision warning systems on our Class 8 tractors began in 2011. Currently, |
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Installation of video-recording equipment began in |
Right-Side Blind Spot Detection |
Based on positive driver feedback from testing new potential equipment features, J.B. Hunt |
Truckers Against Trafficking |
As the eyes and |
Million Mile Program |
Our annual Million Mile Celebration has been a J.B. Hunt tradition since 2001, when we celebrate our company drivers who have reached one, two, three, four and five million accident-free miles. The company offers a safe-driving bonus, hosts several days of events and honors drivers in the Walk of Fame. In 2021, we recognized 116 J.B. Hunt drivers. |
COVID-19: Employee Safety And Health
In 2021, the complexities of the novel coronavirus (COVID-19) only intensified. We are proud of the role J.B. Hunt essential workers have played throughout the COVID-19 pandemic to keep supply chains moving and deliver essential goods. The health and well-being of our workforce is a priority as reflected by our cultural commitment to safety. We strive to conduct all of our operations as safely as possible.
In 2020, we deployed our resources to support COVID-19 relief efforts in our communities including distributing nearly 300,000 pieces of PPE to medical facilities in Northwest Arkansas. We also provided a one-time bonus of $500, totaling $14 million, for drivers and personnel at field operations and customer facilities supporting the drivers who kept the country’s freight moving as the effects of the COVID-19 pandemic were beginning to take hold.
And we have continued to provide support to our people and communities. Since February 2021, we have hosted COVID-19 vaccine clinics at J.B. Hunt corporate headquarters in conjunction with Northwest Arkansas Council. To date, more than 34,000 doses have been given out to our local community and even more at various company facilities throughout the country.
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People Matters
Despite operating over 166,000 pieces of transportation equipment, our single greatest asset is our people. J.B. Hunt strives to provide a supportive and safe work environment for its employees where diverse and innovative ideas can be fostered to solve problems and provide value-added services for our customers. In addition to our employees; our customers, vendors and the communities where we operate also share diverse backgrounds and an equally diverse range of interests and passions. J.B. Hunt puts forth its best effort to support initiatives reflecting the company values that are shared with its stakeholders.
Company Giving |
Traditional philanthropic strategies often times rule out organizations that do not meet certain privileged criteria. J.B. Hunt is proud to promote disruptive philanthropy, which fractures existing giving values and applies new technologies and competitive charitable models to raise awareness about exclusion within traditional philanthropic strategies. J.B. Hunt is a champion for advocating for organizations that, in the past, have not received the recognition or opportunities that they may deserve. In 2021, company and employee contributions toward J.B. Hunt’s company pillars of Healthcare, Veterans, Crisis Management and Education exceeded $6.3 million. |
Veterans Hiring and Support |
J.B. Hunt remains committed to hiring and supporting military members. In 2020, the company achieved a six-year goal of hiring 10,000 veterans and has since pledged to hire 1,600 veterans per year. In 2021, J.B. Hunt was one of 15 recipients of the 2021 Secretary of Defense Employer Support Freedom Award, in recognition of our exemplary support for National Guard and Reserve employees. The Company was also ranked a top 10 Military Friendly® Employer by VIQTORY for the 15th consecutive year. This year also marked the eighth consecutive year we’ve helped Wreaths Across America deliver 2.2 million wreaths to over 2,100 cemeteries across the country to honor fallen veterans. |
Employee Healthcare |
J.B. Hunt is committed to supporting the health of its workforce, which includes access to high quality benefits. We provide tools and resources to support health plan selection to meet the unique needs of employees and their families. Benefit tools provide individualized support to achieve the most effective healthcare outcomes with easy access to quality and cost data. Benefits offer access to skilled professionals to manage chronic illness such as diabetes, high blood pressure and asthma, as well as support to achieve and maintain healthy lifestyles and mental well-being. J.B. Hunt’s suite of benefits include a number of voluntary benefit offerings covering a variety of needs and coverage options, like discounts on everyday consumer items to pet insurance. In 2021, we reduced the benefit waiting period from 90 days to 30 in order to improve our employees’ experience. In Spring 2021, eight hours of PTO were added under our existing emergency COVID-19 paid time off plan for vaccination, available to all employees. J.B. Hunt benefit plans comply with all applicable laws. |
Office of Inclusion |
J.B. Hunt actively seeks to build an inclusive workplace because we recognize the benefits that a broad spectrum of ideas, perspectives, skills, values, and beliefs bring to our operations every day. The Company formally launched our Inclusion Office in 2021, led by our first VP of Inclusion Jermaine Oldham, a five-year employee and former United States Air Force service member. Mr. Oldham and his team will work to expand and lead our Enterprise Inclusion strategy and help foster a more inclusive culture at J.B. Hunt. |
Information Privacy Protection Program (IP3) |
J.B. Hunt’s Information Privacy Protection Program (IP3) is designed to ensure the privacy of J.B. Hunt’s workers, customers, vendors, and other proprietary corporate information. Its mission is to employ privacy best practices in collection, usage, storage and disposal of information in compliance with applicable regulations and to foster a culture that values privacy through awareness. All non-driver personnel are required to complete IP3 training. |
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Employee Resource Groups (ERGs) |
Our ERGs offer opportunities for employee professional development, community engagement, and networking. Comprised of groups for women, Latinos, veterans, African Americans and the LGBTQIA+ community, our ERGs promote camaraderie within the workforce and allow employees with similar interests to build meaningful work relationships. |
Elevating Employee Voices |
Created in 2015, our ELEVATION initiative is a process where the company listens to the employees for their ideas on how to improve the organization. Employees submit ideas on any topic that will help improve the company, at any level, in any business group or geographic location. All ideas are evaluated through a formal review process and since program inception, more than 23,000 ideas have been submitted with roughly 1,000 being selected for implementation. |
Inclusive Supply Chain Education |
In 2021, we announced the J.B. Hunt Transport Services Inc. Inclusion in Supply Chain Endowed Scholarship Fund to establish an ongoing scholarship program at the University of Arkansas encouraging students to pursue supply chain careers and contribute to the college’s diverse educational environment. The endowed fund will be based on an initial investment of $1 million. The funds are the latest collaboration led by J.B. Hunt and the University of Arkansas’s Walton College of Business to enhance supply chain efficiency and prepare future industry leaders. |
Appreciation Bonuses to Frontline Employees |
Our drivers and frontline employees go the extra mile to honor our commitments and meet the needs of customers. To express our gratitude, J.B. Hunt provided nearly $10 million in appreciation bonuses this past December to company drivers, maintenance technicians and full-time hourly employees. |
Career and Personal Development |
2021 was a year full of career opportunities at J.B. Hunt. In fact, it was a record-breaking year for hiring. We welcomed over 3,500 non driver new hires and promoted over 1,300 employees into new roles from equipment maintenance positions to engineering and technology jobs. With tuition reimbursement opportunities for full-time employees to paid internships, we’re proud to support development opportunities for our employees. |
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Governance Highlights
We believe that good corporate governance helps to ensure the Company is managed for the long-term benefit of all of our stockholdersstakeholders and accordingly observe the following key corporate governance principles:
Director Independence |
The Company maintains a Board of Directors |
Lead Director and Independent Director Executive Sessions |
Independent directors generally meet in executive session as part of each regularly scheduled Board meeting, with the position of Independent Lead Director being established to direct these executive sessions and authority to call additional meetings of independent directors as deemed necessary. |
Board Committees |
The Company requires all committees of the Board be comprised solely of independent directors, and formal charters have been established outlining the purpose, composition, and responsibility of each committee, with all having authority to retain outside, independent advisors and consultants as needed. |
Board Qualifications |
The Board has established qualification guidelines for director nominees and performs continual evaluation of current director performance and qualifications. |
Board Attendance and Overboarding |
The Board has adopted |
Board Diversity |
The Board maintains diversity in both gender and ethnic representation by identifying nominees whose backgrounds, attributes and experiences taken as a whole will contribute to the high standards of Board service to the |
Code of Conduct |
The Company has adopted a formal Code of Ethical and Professional Standards applicable to all directors, officers and employees of the Company. |
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ACCOLADESAccolades
While the roots of innovation stretch as far back as the business’s beginnings, some of J.B. Hunt’s latest implementations are definitive of a cutting-edge company. From helping businesses operate more effectively to enhancing the safety of its company fleet, J.B. Hunt is developingoperates in a highly competitive industry which requires an intense focus on continuous improvement across all aspects of the business. From introducing innovative and implementing newdisruptive technologies that through human insight and artificial intelligence, complement its commitmentdrive efficiencies in operations, to creatingchampioning for enhancements to industry safety standards, we remain committed to our mission to create the most efficient transportation systemsnetwork in the North America. In 2021, J.B. Hunt is proud to have been recognized with the following:
Recognitions
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● | Named Top 100 Trucker by Inbound Logistics |
● | Received Three Quest for Quality Awards from Logistics Management |
● | Earned SmartWay® Excellence Award from the EPA for twelfth consecutive year |
● | Named Military Friendly Employer by VIQTORY for fifteenth consecutive year |
● | Ranked 1st on Transport Topics Top Dedicated Contract Carriers |
● | Ranked 4th on the Transport Topics’ Top 100 List of Largest For-Hire Carriers |
● | Ranked 4th on the Transport Topics’ Top 50 Logistics Companies |
● | Named Top |
● | Recognized as a Top Company for Women to Work for in Transportation by |
● | Named to the FreightTech 25 list for 2021 by FreightWaves |
● | Ranked 4th on Investor’s Business Daily’s Best ESG Companies list for 2021 |
● | Named one of America’s Best Employers for Diversity 2021 by Forbes |
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J.B. HUNT TRANSPORT SERVICES, INC. | Proxy Statement |
PROPOSAL ONEElection of Directors
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING
PROPOSAL NUMBER ONE
Election of Directors |
Our Board nominates Douglas G. Duncan, Francesca M. Edwardson, Wayne Garrison, Sharilyn S. Gasaway, Gary C. George, Thad Hill, Bryan Hunt, Coleman H. Peterson,Gale V. King, John N. Roberts, III, James L. Robo, and Kirk Thompson as directors to hold office for a term of one year, expiring at the close of the 20202023 Annual Meeting of Stockholders or until their successors are elected and qualified or until their earlier resignation or removal. The Board believes that these incumbent directors standing for re-electiondirector nominees are well-qualified and experienced to direct and manage the Company’s operations and business affairs and will represent the interests of the stockholders as a whole. Biographical information on each of these nominees is set forth below in “Nominees for Director.”
If any director nominee becomes unavailable for election, which is not anticipated, the named proxies will vote for the election of such other person as the Board may nominate, unless the Board resolves to reduce the number of directors to serve on the Board and thereby reduce the number of directors to be elected at the Annual Meeting.
PROPOSAL 1
The Board of Directors unanimously recommends a vote FOR each of the director nominees listed herein
INFORMATION YOU NEED TO MAKE AN INFORMED DECISION
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Number of Directors and Term of Directors and Executive Officers
The Company’sAmended and Restated Bylaws of J.B. Hunt Transport Services, Inc. (the Bylaws) provide that the number of directors shall not be less than three or more than 12, with the exact number to be fixed by the Board. The Board currently consists of 10eleven directors. Directors serve a term of one year from their election date to the Annual Meeting of Stockholders.Meeting.
Directors are elected by a majority of votes cast with respect to each director, provided that the number of nominees does not exceed the number of directors to be elected.
TheAt the Company’s Annual Meeting, the stockholders of the Company elect at the Company’s Annual Meeting successors for directors whose terms have expired. The Board elects members to fill new membership positions and vacancies in unexpired terms on the Board. No director will be eligible to stand for re-election or be elected to a vacancy once he or she has reached 72 years of age. Executive officers are elected by the Board and hold office until their successors are elected and qualified or until their earlier death, retirement, resignation, or removal.
J.B. HUNT TRANSPORT SERVICES, INC. | Proxy Statement |
PROPOSAL ONE Election of Directors
NOMINEES FOR DIRECTOR
Terms expire 20192023
Douglas G. Duncan Age: Director Since: 2010
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Recommendation: The Board has determined that Mr. Duncan’s 30 years of transportation experience, including management positions in operations, sales, and marketing and ultimately as chief executive officer, qualify him to continue to serve as a Director of the Company.
Experience: Mr. Duncan retired as President and Chief Executive Officer of FedEx Freight Corporation, a wholly owned subsidiary of FedEx Corporation, in February 2010. FedEx Freight Corporation is a leading provider of regional and national less-than-truckload (LTL) freight services. Mr. Duncan was the founding chief executive officer of FedEx Freight. He also served on the Strategic Management Committee of FedEx Corporation. Before the formation of FedEx Freight, he served for two years as President and Chief Executive Officer of Viking Freight. He served on the Executive Committee of the American Trucking Associations and as Chairman of the American Transportation Research Institute. A graduate of Christopher Newport University, Mr. Duncan served on the university’s Board of Visitors.
Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): Benchmark Electronics, Inc. (Chair of Nominating and Governance Committee), Brambles LTD
Other Directorships – Private Organizations (Prev. 5 Yrs.): None
Family Relationships: None
Francesca M. Edwardson Age: Director Since: 2011
Principal Occupation: American Red Cross of Chicago and Northern Illinois (retired) |
Recommendation: The Board has determined that Ms. Edwardson continues to qualify to serve as a Director of the Company based on her lengthy and successful experience in both the transportation industry and legal environment, which provide respected insight and guidance to both the Board and management.
Experience: Ms. Edwardson retired as the Chief Executive Officer of the American Red Cross of Chicago and Northern Illinois, a business unit of the American Red Cross, in 2016, a position she had held since 2005. She previously served as Senior Vice President and General Counsel for UAL Corporation, a predecessor company to United Airlines Holdings, Inc. She has also been a partner in the law firm of Mayer Brown and the Executive Director of the Illinois Securities Department. Ms. Edwardson is a graduate of Loyola University in Chicago, Illinois, holding degrees in economics and law.
Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): Duluth Holdings, Inc. (Chair of Compensation Committee)
Other Directorships – Private Organizations: Rush University Medical Center, Lincoln Park Zoo (Chair of Nominating Committee)
Family Relationships: None
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement | 17 |
Proposal 1 ELECTION OF DIRECTORS |
Wayne Garrison Age: 69 Director Since: 1981 Committees Upon Election: None Principal Occupation: J.B. Hunt Transport Services, Inc. (retired) |
Recommendation: The Board has determined that Mr. Garrison’s extensive experience in the industry and over 40 years with J.B. Hunt in multiple roles provides invaluable experience to the Board and stockholders, qualifying him to continue to serve as a Director of the Company.
Experience: Mr. Garrison served as Chairman of the Board of the Company from 1995 to December 31, 2010, and continues to serve as a member of the Board of Directors. Joining the Company in 1976 as Plant Manager, Mr. Garrison has also served as Vice President of Finance in 1978, Executive Vice President of Finance in 1979, President in 1982, Chief Executive Officer in 1987 and Vice Chairman of the Board from January 1986 until May 1991.
Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): None
Other Directorships – Private Organizations (Prev. 5 Yrs.): None
Family Relationships: None
Sharilyn S. Gasaway Age: 53 Director Since: 2009 Committees Upon Election: Audit Committee (Chair), Executive Compensation Committee, Nominating and Corporate Governance Committee
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Recommendation: The Board has determined that Ms. Gasaway’s experience in accounting, finance, mergers and acquisitions, and regulatory matters, all gained through her extended tenures within the financial environment, which provide unquestionable value to the Company, qualify her to continue to serve as a Director of the Company.
Experience: Ms. Gasaway served as Executive Vice President and Chief Financial Officer of Alltel Corp., the Little Rock, Arkansas-based Fortune 500 wireless carrier, from 2006 to 2009. She was part of the executive team that spearheaded publicly traded Alltel’s transition through the largest private equity buyout in the telecom sector and was an integral part of the successful combination of Alltel and Verizon. She also served as Alltel’s Corporate Controller and Principal Accounting Officer from 2002 to 2006. Joining Alltel in 1999, she served as Director of General Accounting, Controller, and Vice President of Accounting and Finance. Prior to joining Alltel, she worked for eight years at Arthur Andersen LLP. Ms. Gasaway has a degree in accounting from Louisiana Tech University and is a Certified Public Accountant.
Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): Genesis Energy, LP (Chair of Audit Committee), Waddell & Reed Financial, Inc. (Chair of Audit Committee) (No longer publicly traded)
Other Directorships – Private Organizations (Prev. 5 Yrs.): Louisiana Tech University Foundation, Louisiana Tech University College of Business Advisory Board, Arkansas Children’s, Inc., Arkansas Children’s Foundation
Family Relationships: None
18 | J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement |
Proposal 1 ELECTION OF DIRECTORS |
PROPOSAL ONE Election of Directors
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PROPOSAL ONE Election of Directors
Gary C. George Age: Director Since: 2006
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Recommendation: The Board has determined that Mr. George continues to qualify to serve as a Director of the Company based on his extensive business and management knowledge gained through his leadership of a large, diversified corporation.
Experience: Mr. George is Chairman of George’s, Inc., a private, fully integrated poultry company with operations in Arkansas, Missouri, Virginia, and Tennessee. He is a graduate of the University of Arkansas with a degree in business administration. He served on the Board of Trustees for the University of Arkansas from 1995 through 2005 and was Chairman of the Board of Trustees in 2005.
Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): None
Other Directorships – Private Organizations (Prev. 5 Yrs.): Legacy National Bank (Chairman), Arkansas Children’s, Inc., Arkansas Children’s Northwest, National Chicken Council
Family Relationships: None
Age: Director Since:
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Recommendation: The Board has determined that Mr. Hunt’s historical and current knowledge of the company and valuable contributions to the Board has determined that Mr. Hill’s expertise in financial and capital markets and experience leading a diverse and geographically dispersed workforce qualify him to serve as a Director of the Company.
Experience: Mr. Hill is President and Chief Executive Officer for Calpine Corporation (Calpine), one of the nation’s largest independent competitive power companies, operating power plants and retail businesses in 22 states and Ontario, Canada. Mr. Hill has led Calpine since 2014, when he was promoted from President and Chief Operating Officer to his current position. Prior to joining Calpine, he was Executive Vice President of NRG Energy and President of NRG Texas, where he was responsible for NRG’s largest regional business. Mr. Hill received his Bachelor of Arts degree from Vanderbilt University magna cum laude and his Master of Business Administration degree from the Amos Tuck School of Dartmouth College, where he was elected an Edward Tuck Scholar.
Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): Calpine Corporation (No longer publicly traded)
Other Directorships – Private Organizations (Prev. 5 Yrs.): Amos Tuck School of Dartmouth College, Episcopal High School, Greater Houston Partnership (Chairman of the Board)
Family Relationships: None
J.B. | 19 |
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Bryan Hunt Age: 63 Director Since: 1991 Committees Upon Election: None Principal Occupation: Hunt Automotive Group |
PROPOSAL ONERecommendation: The Board has determined that Mr. Hunt’s historical and current knowledge of the company and valuable contributions to the Board of J.B. Hunt since 1991 continue to qualify him to serve as a Director of the Company.
Experience: ElectionMr. Hunt served as an employee of Directorsthe Company from 1983 through 1997. He is the Managing Member of Best Buy Here Pay Here of Arkansas, a private company with used-car operations in Arkansas, Missouri, and Oklahoma; Progressive Car Finance, a private company that provides subprime financing for automobile dealers; and 71B Auto Auction and 71B Mobile Auto Auction, both private companies engaged in the auction of automobiles, trucks, boats, and other motor vehicles to dealers and the general public in Arkansas and Kansas. A graduate of the University of Arkansas, he has degrees in marketing and transportation.
Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): None
Other Directorships – Private Organizations (Prev. 5 Yrs.): The New School
Family Relationships: Son of co-founders J.B. and Johnelle Hunt
Age: Director Since:
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Recommendation: The Board has determined that Ms. King’s experience and expertise in the areas of human capital management, diversity, equity and inclusion, leading the Human Resources organization within a Fortune 100 company, together with her established strategic and operational leadership success as a senior executive provide valuable guidance to the organization, qualifying her to serve as a Director of the Company.
Experience: Ms. King retired as Executive Vice President and Chief Administrative Officer for Nationwide Mutual Insurance Co. (Nationwide), a Fortune 100 financial services company with approximately 26,000 employees in July 2021. Her accountabilities included Nationwide’s Human Resources, Corporate Real Estate, Corporate Security, and Aviation operations. Prior roles included Nationwide’s Executive Vice President and Chief Human Resources Officer from 2009 to 2012. She holds bachelor’s and master’s degrees from the University of Florida.
Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): AutoZone, Inc. (Member of Compensation Committee)
Other Directorships – Private Organizations (Prev. 5 Yrs.): The University of Florida Foundation, Inc. (Member of Talent Management Committee and Past Chair), The Executive Leadership Council (Member of Finance Committee), Columbus Women’s Commission, National Urban League (Vice Chair), Columbus Museum of Art
Family Relationships: None
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John N. Roberts, III Age: 57 Director Since: 2010 Committees Upon Election: None Principal Occupation:J.B. |
PROPOSAL ONERecommendation: The Board has determined that Mr. Roberts continues to qualify to serve as a Director of the Company based on his continual success while serving as the Company’s current President and Chief Executive Officer.
Experience: ElectionMr. Roberts is the Company’s President and Chief Executive Officer. A graduate of Directorsthe University of Arkansas, he served as Executive Vice President and President of Dedicated Contract Services from 1997 to December 31, 2010. Joining the Company in 1989, he began his career as a Management Trainee and subsequently served as an EDI Services Coordinator, Regional Marketing Manager for the Intermodal and Truckload business units, Business Development Executive for DCS, and Vice President of Marketing Strategy for the Company.
Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): None
Other Directorships – Private Organizations (Prev. 5 Yrs.): Federal Reserve Bank of St. Louis, Arkansas Children’s Northwest
Family Relationships: None
James L. Robo Age: Director Since: 2002
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Recommendation: The Board has determined that Mr. Robo’s financial expertise, leadership experience, and business experience gained through his leadership of a large complex corporation, qualify him to continue to serve as a Director of the Company.
Experience: Mr. Robo is Executive Chairman of NextEra Energy, Inc., a leading clean energy company. He is also Executive Chairman of NextEra Energy Partners, LP, a growth-oriented limited partnership formed by NextEra Energy to acquire, manage, and own contracted clean energy projects as well as formally serving as Chairman of the company’s rate-regulated electric utility subsidiary, Florida Power & Light Company. Prior to joining NextEra Energy in 2002, Mr. Robo spent ten years at General Electric Company. He served as President and Chief Executive Officer of GE Mexico from 1997 until 1999 and as President and Chief Executive Officer of the GE Capital TIP/ Modular Space division from 1999 until February 2002. From 1984 through 1992, Mr. Robo worked for Mercer Management Consulting. He received a Bachelor of Arts summa cum laude from Harvard College and an Master of Business Administration from Harvard Business School, where he was a Baker Scholar.
Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): NextEra Energy, Inc. (Chairman), NextEra Energy Partners, LP (Chairman)
Other Directorships – Private Organizations (Prev. 5 Yrs.): None
Family Relationships: None
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement | 21 |
Proposal 1 ELECTION OF DIRECTORS |
Kirk Thompson Age: 68 Director Since: 1985 Committees Upon Election: None Principal Occupation: J.B. Hunt Transport Services, Inc. |
Recommendation: The Board has determined that Mr. Thompson’s extensive experience in the industry and over 45 years with J.B. Hunt in multiple roles provide invaluable experience to the organization and qualify him to continue to serve as a Director of the Company.
Experience: Mr. Thompson is the Company’s Chairman of the Board. He served as President and Chief Executive Officer from 1987 to December 31, 2010. A graduate of the University of Arkansas and a Certified Public Accountant, Mr. Thompson joined the Company in 1973. He served as Vice President of Finance from 1979 until 1984, Executive Vice President and Chief Financial Officer until 1985, and President and Chief Operating Officer from 1986 until 1987, when he was elected President and Chief Executive Officer.
Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): Rand Logistics, Inc. (No longer publicly traded)
Other Directorships – Private Organizations (Prev. 5 Yrs.): None
Family Relationships: None
22 | J.B. HUNT TRANSPORT SERVICES, INC. | Proxy Statement |
PROPOSAL ONE Election of Directors
Proposal 1 ELECTION OF DIRECTORS |
DIRECTOR COMPENSATION
Director Compensation |
Overview of Nonemployee Director Compensation Program
The Company pays only nonemployee directors for their services as directors. Directors who are also officers or employees of the Company are not eligible to receive any of the compensation described below.
For the annual period between the Company’s 20182021 and 20192022 Annual Meetings, compensation for nonemployee directors serving on the Board was as follows:
● | an annual retainer of |
● | an annual retainer of $20,000, paid in cash, to each member of the Audit Committee |
● | an annual retainer of $15,000, paid in cash, to each member of the Executive Compensation Committee |
● | an annual retainer of $10,000, paid in cash, to each member of the Nominating and Corporate Governance Committee |
● | an additional annual retainer of $25,000, paid in cash, to the Audit Committee |
● | an additional annual retainer of |
● | an additional annual retainer of $10,000, paid in cash, to the Nominating and Corporate Governance Committee |
● | reimbursement of expenses to attend Board and Committee meetings |
No changes were madeIn January 2022, the Executive Compensation Committee reviewed a summary of various compensation packages awarded to directors of the aboveCompany’s peer group compiled by Meridian Compensation Partners, LLC. Based on this review, the Executive Compensation Committee recommended and the Board of Directors approved the following compensation schedule for nonemployee directors for the annual period between the Company’s 2019 and 2020beginning after our 2022 Annual Meetings.Meeting:
● | an annual retainer of $255,000 paid in Company stock, cash or any combination thereof |
● | an annual retainer of $20,000, paid in cash, to each member of the Audit Committee |
● | an annual retainer of $15,000, paid in cash, to each member of the Executive Compensation Committee |
● | an annual retainer of $10,000, paid in cash, to each member of the Nominating and Corporate Governance Committee |
● | an additional annual retainer of $25,000, paid in cash, to the Audit Committee Chairperson |
● | an additional annual retainer of $25,000, paid in cash, to the Executive Compensation Committee Chairperson |
● | an additional annual retainer of $10,000, paid in cash, to the Nominating and Corporate Governance Committee Chairperson |
● | reimbursement of expenses to attend Board and Committee meetings |
Process for Reviewing and Setting Nonemployee Director Compensation
The Executive Compensation Committee reviews the adequacy and competitiveness of the nonemployee director compensation program annually and makes recommendations to the full Board for approval. Each year, the Committee directs its compensation consultant to provide an independent assessment of the Company’s nonemployee director compensation program. The consultant analyzes and compares the Company’s program against the same peer group used to benchmark executive officer compensation (see page 3845 for further details about the peer group). The Committee targets total nonemployee director compensation levels at a competitive range of peer group total compensation. The Committee also considers total aggregate Board compensation and other factors when making recommendations to the Board for approval.
J.B. HUNT TRANSPORT SERVICES, INC. | Proxy Statement | 23 |
PROPOSAL ONE Election of Directors
Nonemployee Board of Director Compensation Paid in Calendar Year 2018
Board Member | Fees Paid in Cash ($) | Fees Paid in Stock ($) | Restricted Share or Stock Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(1) | Total ($) |
Douglas G. Duncan | 245,000 | — | — | — | — | 6,465 | 251,465 |
Francesca M. Edwardson | 25,000 | 214,890 | — | — | — | 7,985 | 247,875 |
Wayne Garrison | 215,000 | — | — | — | — | 63,796 | 278,796 |
Sharilyn S. Gasaway | 152,500 | 107,445 | — | — | — | — | 259,945 |
Gary C. George | 35,000 | 214,890 | — | — | — | — | 249,890 |
Bryan Hunt | 215,000 | — | — | — | — | — | 215,000 |
Coleman H. Peterson | 40,000 | 214,890 | — | — | — | 5,871 | 260,761 |
James L. Robo | 55,000 | 214,890 | — | — | — | 17,036 | 286,926 |
(1) Reimbursement of expenses to attend Board and Committee meetings
Each nonemployee member of the Board had the choice of receiving his or her annual retainer of $215,000 in Company stock, cash or any combination thereof. Those directors choosing to receive their full retainer in Company stock received 1,772 shares based on the $121.27 closing market price on April 19, 2018. Sharilyn S. Gasaway elected to receive half of her retainer in stock, totaling 886 shares, based on the closing market price shown above. Douglas G. Duncan, Wayne Garrison, and Bryan Hunt elected to receive their annual retainer in cash.
To more closely align his or her interests with those of the stockholders, each Board member is required to own three times his/her estimated annual compensation in Company stock within five years of his/her initial stockholder election to the Board. All Board members comply with this requirement.
Nonemployee members of the Board did not participate in either a company-sponsored pension or deferred compensation plan in calendar year 2018.
PROPOSAL ONE Election of Directors
Chairman of the Board
The role of Chairman of the Board is an employed executive position of the Company. Therefore, the Chairman of the Board participates in all primary compensation components available to executive officers of the Company as discussed in our Compensation Discussion and Analysis of this Proxy Statement, with the exception of short-term cash incentive awards and long-term equity incentive awards. He does not receive any director fees for his service on the Company’s Board of Directors.
ChairmanBoard of Director Compensation Paid in Calendar Year 20182021
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Board Member | Salary ($) | Restricted Share or Stock Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(1) | Total ($) | Salary | Fees Paid ($) | Fees Paid ($) | Restricted Share or Stock Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||
Kirk Thompson, | 363,269 | — | 12,770 | 376,039 | ||||||||||||||||||||||||||
Douglas G. Duncan | — | 201,500 | 73,432 | — | — | — | — | 274,932 | ||||||||||||||||||||||
Francesca M. Edwardson | — | 30,000 | 224,888 | — | — | — | — | 274,888 | ||||||||||||||||||||||
Wayne Garrison | — | 245,000 | — | — | — | — | — | 245,000 | ||||||||||||||||||||||
Sharilyn S. Gasaway | — | 70,000 | 244,888 | — | — | — | — | 314,888 | ||||||||||||||||||||||
Gary C. George | — | 157,500 | 122,444 | — | — | — | — | 279,944 | ||||||||||||||||||||||
Thad Hill | — | 25,000 | 244,888 | 269,888 | ||||||||||||||||||||||||||
Bryan Hunt | — | 245,000 | — | — | — | — | — | 245,000 | ||||||||||||||||||||||
Gale V. King | — | 25,000 | 244,888 | — | — | — | — | 269,888 | ||||||||||||||||||||||
James L. Robo | — | 50,000 | 244,888 | — | — | — | — | 294,888 | ||||||||||||||||||||||
Kirk Thompson | 392,692 | — | — | — | — | — | 15,891 | (1) | 408,583 |
(1) Includes $9,500$10,000 taxable allowance for financial counseling services and $3,270$5,891 Company contributions to 401(k) plan.
Each nonemployee member of the Board had the choice of receiving his or her annual retainer of $245,000 in Company stock, cash, or any combination thereof. Those directors choosing to receive their full retainer in Company stock received 1,444 shares based on the $169.59 closing market price on April 22, 2021. Gary George elected to receive half of his retainer in stock, totaling 722 shares, and Douglas G. Duncan elected to receive 30% of his retainer in stock, totaling 433 shares, based on the closing market price shown above. All other nonemployee directors elected to receive their annual retainer in cash.
To more closely align his or her interests with those of the stockholders, each Board member is required to own three times his or her estimated annual compensation in Company stock within five years of his or her initial stockholder election to the Board. All Board members comply with this requirement.
Nonemployee members of the Board did not participate in either a company-sponsored pension or deferred compensation plan in calendar year 2021.
J.B. HUNT TRANSPORT SERVICES, INC. | Proxy Statement |
Executive Officers of the Company
Executive Officers of the Company |
Jennifer R. Boattini, 46,49, joined the Company in 2006 as Director of Litigation and Contract Management and currently serves as Senior Vice President of Legal and Litigation and General Counsel. She also serves as the Company’s Corporate Secretary.
Kevin Bracy, 48,51, joined the Company in 1998 as a Financial Analyst and currently serves as Senior Vice President of Finance Treasurer and Assistant Secretary.Treasurer.
Darren Field, 48,51, joined the company in 1994 as a Night Dispatcher and currently serves as President of Intermodal and Executive Vice President of Intermodal.President.
Craig Harper,, 61, 64, joined the Company in 1992 as Vice President of Marketing and currently serves as Chief Sustainability Officer and Executive Vice President. Prior to joining the Company, he worked for Rineco Chemical Industries as its Chief Executive Officer.
Bradley Hicks, 46,49, joined the Company in 1996 as a Management Trainee and currently serves as President of Highway Services and Executive Vice President of Dedicated Contract Services.President.
Nicholas Hobbs, 56,59, joined the Company in 1984 as a Management Trainee and currently serves as Chief Operating Officer, President of Contract Services, and Executive Vice President and President of Dedicated Contract Services.President.
John Kuhlow, 48,51, joined the Company in 2006 as Assistant Corporate Controller and currently serves as SeniorChief Financial Officer and Executive Vice President of Finance, Controller and Chief Accounting Officer.President. Prior to joining the Company, he was a Senior Audit Manager for KPMG LLP. Mr. Kuhlow is a Certified Public Accountant.
Terrence D. Matthews, 60, joined the Company in 1986 as a National Accounts Manager and currently serves as Executive Vice President and President of Intermodal. Prior to joining the Company, he worked as a National Accounts Manager for North American Van Lines.
Eric McGee, 45,48, joined the Company in 1998 as a National Account Service Monitor and currently serves as Executive Vice President of Highway Services.
David G. Mee, 58, joined the Company in 1992 as Vice President Tax and currently serves as Executive Vice President of Finance and Administration and Chief Financial Officer. Prior to joining the Company, he was a Senior Tax Manager for KPMG LLP. Mr. Mee is a Certified Public Accountant.
Stuart Scott, 52,55, joined the Company in 2016 as Chief Information Officer and Executive Vice President and Chief Information Officer.President. Prior to joining the Company, he served as Chief Information Officer (CIO) at Tempur-Sealy International, CIO at Microsoft, and CIO for various General Electric businesses.
Shelley Simpson, 47,50, joined the Company in 1994 as a Management Trainee and currently serves as Executive Vice President, Chief Commercial Officer and Executive Vice President of Highway Services.People and Human Resources.
Brian Webb, 53, joined the Company in 2002 as a Business Development Executive and currently serves as Executive Vice President of Final Mile Services.
J.B. HUNT TRANSPORT SERVICES, INC. | Proxy Statement |
Security Ownership of Management
Security Ownership of Management |
The following table sets forth the beneficial ownership of the Company’s common stock as of February 12, 2019,March 8, 2022, by each of its current directors, (including all nominees for director), the Named Executive Officers (the NEOs), and all other executive officers and directors as a group. Unless otherwise indicated in the footnotes below, “beneficially owned” means the sole or shared power to vote or direct the voting of a security or the sole or shared power to dispose or direct the disposition of a security.
Owner | Number of Shares Beneficially Owned Directly (1) | Number of Shares Beneficially Owned Indirectly (2) | Percent of Class (%) (3) | Number of Shares Beneficially Owned Directly (1) | Number of Shares Beneficially Owned Indirectly (2) | Percent of Class (%) (3) | ||||||||||
Douglas G. Duncan | 10,828 | 2,600 | * | 11,261 | 2,600 | * | ||||||||||
Francesca M. Edwardson | 18,392 | — | * | 24,277 | — | * | ||||||||||
Darren Field | 17,723 | — | * | |||||||||||||
Wayne Garrison | 1,650,000 | 51,503 | 1.6 | 1,158,992 | 25,752 | 1.1 | ||||||||||
Sharilyn S. Gasaway | 20,426 | 275 | * | 24,090 | 265 | * | ||||||||||
Gary C. George | 36,158 | 1,072,077 | (4) | 1.0 | 27,415 | 994,799 | (4) | 1.0 | ||||||||
Thad Hill | 1,444 | — | * | |||||||||||||
Nicholas Hobbs | 83,717 | 168 | * | 104,245 | 168 | * | ||||||||||
Bryan Hunt | 70,697 | — | * | 70,697 | — | * | ||||||||||
Terrence D. Matthews | 80,181 | 38,842 | * | |||||||||||||
David G. Mee | 117,206 | 500 | * | |||||||||||||
Coleman H. Peterson | 38,173 | — | * | |||||||||||||
Gale V. King | 2,559 | — | * | |||||||||||||
John Kuhlow | 13,551 | — | * | |||||||||||||
John N. Roberts, III | 300,165 | — | * | 371,983 | — | * | ||||||||||
James L. Robo | — | 43,295 | * | 29,557 | 19,623 | * | ||||||||||
Shelley Simpson | 86,060 | 46,228 | * | 103,148 | 48,990 | * | ||||||||||
Kirk Thompson | 40,559 | — | * | 35,038 | — | * | ||||||||||
All executive officers and directors as a group (22) | 2,684,230 | 1,261,970 | 3.6 | 2,132,738 | 1,099,126 | 3.1 |
26 | J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement |
*Less than 1 percent
Security Ownership of Management
(1) | Includes shares owned by the director or executive officer that are: |
(a) | held in a 401(k) or deferred compensation account |
(b) | held in trusts for the benefit of an immediate family member for which the director or executive officer is the trustee |
(c) | pledged shares and corresponding outstanding loan balances are as shown below: |
Pledged Shares | Outstanding Balance | |||||
Darren Field | 6,195 | $350,000 | ||||
John Kuhlow | 2,665 | — | ||||
John N. Roberts, III | 217,028 | $7,086,005 | ||||
Kirk Thompson | 8,000 | — | ||||
All executive officers and directors as a group | 241,487 | $7,678,005 |
our share pledging policy is further discussed in the Stock Pledging section of the Compensation Discussion and Analysis on page 49.
(2) | Indirect beneficial ownership includes shares owned by the director or executive officer: |
(a) | as beneficiary or trustee of a personal trust |
(b) | by a spouse or as trustee or beneficiary of a spouse’s trust |
(c) | held in trusts for the benefit of an immediate family member for which the director or executive officer’s spouse is the trustee |
(d) | in a spouse’s retirement account |
(3) | Calculated on the basis of |
(4) | The reporting person disclaims beneficial ownership of these shares, which are held in limited partnerships or trusts. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of |
J.B. HUNT TRANSPORT SERVICES, INC. | Proxy Statement |
Corporate Governance
Corporate Governance |
We believe that good corporate governance helps to ensure that the Company is managed for the long-term benefit of our stockholders. We continually review and consider our corporate governance policies and practices, the SEC’s corporate governance rules and regulations, and the corporate governance listing standards of NASDAQ, the stock exchange on which our common stock is traded. Key corporate governance principles observed by the Board and Company include:
● | maintaining a Board composed of a majority of directors who satisfy the criteria for independence under the NASDAQ listing standards, |
● | establishment of the position of Independent Lead Director, |
● | utilization of independent director executive session meetings, |
● | requiring that all committees of the Board be comprised solely of independent directors, |
● | establishment of formal charters outlining the purpose, composition, and responsibility of each committee of the Board, |
● | granting authority to all committees of the Board to retain outside, independent advisors and consultants as needed, |
● | establishment of qualification guidelines for director nominees, |
● | continual evaluation of current director performance and qualifications, |
● | limitation and preapproval of director membership on other corporate boards, |
● | maintaining Board diversity in both gender and ethnic representation, |
● | review of the Company’s plan for succession of management, |
● | adoption of |
● | adoption of a formal Code of Ethical and Professional Standards applicable to all directors, officers, and employees of the Company. |
You can access and print the Charters of our Audit Committee, Executive Compensation Committee, (Compensation Committee), and Nominating and Corporate Governance Committee (Corporate Governance Committee), as well as our Corporate Code of Ethical and Professional Standards for Directors, Officers and Employees, Whistleblower Policy, and other Company policies and procedures required by applicable law, regulation, or NASDAQ corporate governance listing standards on the “Corporate Governance” page of the “Investors”“Corporate Responsibility” section of our website at jbhunt.com. Additionally, you can request copies of any of these documents by writing to our Corporate Secretary at the following address:
J.B. Hunt Transport Services, Inc.
Attention: Corporate Secretary
615 J.B. Hunt Corporate Drive
Lowell, Arkansas 72745
J.B. HUNT TRANSPORT SERVICES, INC. | Proxy Statement |
Corporate Governance
Director Independence
The Board is composed of a majority of directors who satisfy the criteria for independence under the NASDAQ corporate governance listing standards. In determining independence, each year the Board affirmatively determines, among other items, whether the directors have no material relationship with the Company or any of its subsidiaries pursuant to the NASDAQ corporate governance listing standards. When assessing the “materiality” of a director’s relationship with the Company, if any, the Board considers all relevant facts and circumstances, not merely from the director’s standpoint, but from that of the persons or organizations with which the director has an affiliation and the frequency or regularity of the services, whether the services are being carried out at arm’s length in the ordinary course of business, and whether the services are being provided substantially on the same terms to the Company as those prevailing at the time from unrelated parties for comparable transactions. Material relationships can include commercial, banking, industrial, consulting, legal, accounting, charitable, and familial relationships. The Board also considers any other relationship that could interfere with the exercise of independence or judgment in carrying out the duties of a director.
Applying these independence standards, the Board has determined that Douglas G. Duncan, Francesca M. Edwardson, Sharilyn S. Gasaway, Gary C. George, Coleman H. Peterson,Thad Hill, Gale V. King, and James L. Robo are all independent directors.independent. After due consideration, the Board has determined that none of these current or nominated nonemployee directors have a material relationship with the Company or any of its subsidiaries (either directly or indirectly as a partner, stockholder, or officer of any organization that has a relationship with the Company or any of its subsidiaries) and that they all meet the criteria for independence under the NASDAQ corporate governance listing standards.
Risk Management and Oversight
As previously described in their biographies, current members and director nominees of our Board represent diverse backgrounds of business and academic experience. The Board, as a whole, performs the risk oversight of the Company and does not assign the task or responsibility to any one member or a committee. Therefore, the Board believes that the current and nominated members each possess unique yet complementary experiences and backgrounds that create diverse points of view, opinions, personalities, and management styles that allow for the proper risk management and oversight of the Company.
Independent Lead Director
The Board has established the position of Independent Lead Director, to which James L. Robo was appointed. The Independent Lead Director directs the executive sessions of independent directors at the Board meetings at which the Chairman is not present and has authority to call meetings of independent directors. The Independent Lead Director facilitates communication between the Chairman, the CEO, and the independent directors, as appropriate, and performs such other functions as the Board directs.
Independent Director Meetings
Independent directors generally meet in executive session as part of each regularly scheduled Board meeting, with discussion led by the Independent Lead Director.
J.B. HUNT TRANSPORT SERVICES, INC. | Proxy Statement |
Corporate Governance
Corporate Governance |
Director Recommendations by Stockholders
In addition to recommendations from Board members, management, or professional search firms, the Corporate Governance Committee will consider director candidates properly submitted by stockholders who individually or as a group have beneficially owned at least 2% of the outstanding shares of the Company’s common stock for at least one year from the date the recommendation is submitted. StockholdersFor director candidate recommendations to be included in the annual proxy statement, stockholders must submit director candidate recommendations in writing by Certified Mailcertified mail to the Company’s Corporate Secretary delivered not less than 120 days prior to the first anniversary of the date of the Proxy Statement relating to the Company’s previous Annual Meeting. Accordingly, for the 20202023 Annual Meeting of Stockholders, director candidates must be submitted to the Company’s Corporate Secretary byon or before November 9, 2019.24, 2022. Director candidates submitted by stockholders must contain at least the following information:
● | the name and address of the |
● | the number of shares of the Company’s common stock beneficially owned by the |
● | if the Recommending Stockholder is not the registered holder of such shares, proof of beneficial ownership of such shares in compliance with Rule 14a-8(b)(2) of the Securities Exchange Act of 1934, as amended, |
● | the name, age, business address, and residence of the recommended director candidate (Candidate), |
● | the principal occupation or employment of the |
● | a description of the |
● | the number of shares of the Company’s common stock beneficially owned by the |
● | a description of the arrangements or understandings between the |
In addition, the recommending stockholderRecommending Stockholder and the candidateCandidate must submit, with the recommendation, a signed statement agreeing and acknowledging that:
● | the |
● | the |
● | the |
● | the |
For a complete list of the information that must be included in director recommendations submitted by stockholders, please see the “Director Recommendations by Stockholders“Directorship Guidelines and Selection Policy” on the “Corporate Governance” page of the “Investors”“Corporate Responsibility” section of our website at jbhunt.com. The Corporate Governance Committee will consider all director candidatesCandidates submitted through its established processes and will evaluate each of them, including incumbents, based on the same criteria. However,In the event a Candidate of a Recommending Stockholder is subsequently nominated by the Corporate Governance Committee may prefer incumbent directors and director candidates whom they know personally or who have relevant industry experiencethe Board, included in the Company’s Proxy Statement, and in-depth knowledgedoes not receive at least 25% of the Company’s business and operations.
votes cast in the related election of Directors, the Candidate is prohibited from again serving as a Candidate for four years from the date of the annual meeting in question.
J.B. HUNT TRANSPORT SERVICES, INC. | Proxy Statement |
Corporate Governance
Corporate Governance |
If a stockholder desires to nominate a director candidate for election at the Annual Meeting but does not intend to recommend the candidate for consideration by the Corporate Governance Committee and inclusion in the Company’s proxy materials for the Annual Meeting, such stockholder must comply with the procedural and informational requirements described in Section 2.13 of the Company’s Bylaws, a copy of which may be obtained upon written request to the Corporate Secretary of the Company.
The policies and procedures as set forth above are intended to provide flexible guidelines for the effective functioning of the Company’s director nomination process. The Board intends to review these policies and procedures periodically and anticipates that modifications may be necessary from time to time as the Company’s needs and circumstances change.
Board Composition and Director Qualifications
The Corporate Governance Committee periodically assesses the appropriate size and composition of the Board and whether any vacancies on the Board are expected. In the event that vacancies are anticipated or otherwise arise, the Corporate Governance Committee will review and assess potential director candidates. The Corporate Governance Committee utilizes various methods for identifying and evaluating candidates for director. Candidates may come to the attention of the Corporate Governance Committee through recommendations of Board members, management, stockholders, or professional search firms. Generally, director candidates should, at a minimum:
● | possess relevant business and financial expertise and experience, including a basic understanding of fundamental financial statements, |
● | have exemplary character and integrity and be willing to work constructively with others, |
● | have sufficient time to devote to Board meetings and consultation on Board matters, and |
● | be free from conflicts of interest that violate applicable law or interfere with director performance. |
In addition, the Corporate Governance Committee seeks director candidates who possess the following qualities and skills:
● | the capacity and desire to represent the interests of the Company’s stockholders as a whole, |
● |
|
● | leadership experience and sound business judgment, |
● | accomplishments in their respective field, with superior credentials and recognition, |
● | experience in skillful management or oversight of a publicly held company, |
● | personal and professional reputation for industry, integrity, honesty, candor, fairness, and discretion, |
● | willingness and ability to devote sufficient time and diligence towards the fulfillment of responsibilities, |
● | free from any conflict of interest, |
● | knowledge of the critical aspects of the Company’s business and operations, and |
● | the ability to contribute to the mix of skills, core competencies, diversity, and qualifications of the Board through expertise in one or more of the following areas: |
– accounting and finance
– mergers and acquisitions
– investment management
– law
– academia
– strategic planning
– investor relations
– executive leadership development
– executive compensation
– service as a senior officer of, or a trusted adviser to senior management of, a publicly held company.
> | accounting and finance | |
> | mergers and acquisitions | |
> | business and management | |
> | law | |
> | academia | |
> | strategic planning | |
> | investor relations | |
> | executive leadership development | |
> | executive compensation | |
> | service as a senior officer of, or a trusted adviser to senior management of, a publicly held company. |
J.B. HUNT TRANSPORT SERVICES, INC. | Proxy Statement |
Corporate Governance
Corporate Governance |
The current and nominated independent members of the Board each possess the general skills, experience, attributes, and qualifications that make them a proper fit for the Company’s Board as described above. Specific strengths and qualities possessed by each member that makes him or her eligible to serve on the Company’s Board include:
Douglas G. Duncan– 30 years of experience in the transportation industry
Francesca M. Edwardson– business experience in the transportation industry, law, human resources, and corporate governance
Sharilyn S. Gasaway– accounting, finance, mergers and acquisitions, and regulatory experience
Gary C. George– business experience related to managing a diversified business headquartered in Springdale, Arkansas
Coleman H. PetersonThad Hill– financial expertise in capital markets and business experience managing a diverse and geographically dispersed workforce
Gale V. King– human resource experience with a large internationaland diverse workforce corporate governance, and retailleadership experience
James L. Robo– financial expertise, leadership experience, and business experience related to equipment and the transportation industry
Messrs. Garrison, Hunt, Roberts, and Thompson, as nonindependent directors, have extensive work experience and history with the Company from its origins, which the Board believes is critical to its composition.
Overboarding
To further facilitate each director’s ability to effectively serve as a member of the Board, each director is limited to serving on no more than four boards of directors of publicly held companies in total, including that of the Company. In addition, a director is required to obtain Board approval prior to joining the board of another publicly held company, which allows the Board to exercise its judgment regarding various considerations and potential conflicts of interest.
Board Diversity
As indicated by the criteria above, the Board prefers a mix of background and experience among its members. Furthermore, theour current and nominated Board is diverse both in gender and ethnic representation, with 30%more than 25% of our current and nominated members reflecting female or minority demographics. The Board does not follow any ratio or formula to determine the appropriate mix. Rather, it uses its judgment to identify nominees whose backgrounds, attributes, and experiences, taken as a whole, will contribute to the high standards of Board service to the Company. The effectiveness of this approach is evidenced by the directors’ participation in insightful and robust yet mutually respectful deliberation that occurs at Board and Committee meetings.
32 | J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement |
Corporate Governance |
The table below highlights the current gender identity and demographic background of the members of the Board, in compliance with Nasdaq’s Listing Rule 5605:
Board Diversity Matrix (As of March 8, 2022) | ||||
Total Number of Directors: 11 | ||||
Female | Male | Non-Binary | Did Not Disclose Gender | |
Part I: Gender Identity | ||||
Directors | 3 | 8 | — | — |
Part II: Demographic Background | ||||
African American or Black | 1 | — | — | — |
Alaskan Native or Native American | — | — | — | — |
Asian | — | — | — | — |
Hispanic or Latinx | — | — | — | — |
Native Hawaiian or Pacific Islander | — | — | — | — |
White | 2 | 8 | — | — |
Two or More Races or Ethnicities | — | — | — | — |
LBGTQ+ | 1 | |||
Did Not Disclose Demographic Background | — |
Board Leadership Structure
The Company split the titles, roles, and responsibilities of the Chairman of the Board and Chief Executive Officer in 1985. The Company and the Board believe that, while the duties may be performed by the same person without consequence to either Company operations or stockholders’ interest, separation of duties allows the Chairman to focus more on active participation by the Board and oversight of management, while the Chief Executive Officer is better able to focus on day-to-day operations of the Company.
Corporate Governance
Communications With The Board
Stockholders and other interested parties may communicate with the Board, Board Committees, or the independent or the nonmanagement directors, each as a group or any director individually, by submitting their communications in writing to the attention of the Company’s Corporate Secretary. All communications must identify the recipient and author, state whether the author is a stockholder of the Company, and be forwarded to the following address via Certified Mail:certified mail:
J.B. Hunt Transport Services, Inc.
Attention: Corporate Secretary
615 J.B. Hunt Corporate Drive
Lowell, Arkansas 72745
The directors of the Company have instructed the Corporate Secretary not to forward to the intended recipient any communications that are reasonably determined in good faith by the Corporate Secretary to relate to improper or irrelevant topics or that are substantially incomplete.
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement | 33 |
Corporate Governance |
Board Meetings and Annual Meeting Attendance
The Board held foursix scheduled meetings during the 20182021 calendar year. All directors attended at least 75% of the aggregate of the Board meetings and committee meetings on which each served during 2018. All2021, and all members of the Board attended the 20182021 Annual Meeting of Stockholders. As a safety precaution due to the COVID-19 pandemic, the Board members attended the 2021 Annual Meeting by teleconference but were available for questions from shareholders. The Company has adopted a Director Attendance Policy toCorporate Governance Guidelines which stress the importance of attendance, director preparedness, and active and effective participation at Board and Board Committee meetings.
Board Committees
Standing committees of the Board include the Audit, Executive Compensation, and Nominating and Corporate Governance committees. Committee members are elected annually by the Board and serve until their successors are elected and qualified or until their earlier death, retirement, resignation, or removal.
The following table summarizes the membership of the Board and each of its committees and the number of times each met during calendar year 2018:2021:
Director | Audit | Compensation | Corporate Governance | Audit | Compensation | Corporate Governance |
Douglas G. Duncan | X | X | X | X | ||
Francesca M. Edwardson | X | X | X | |||
Sharilyn S. Gasaway | X | Chair | X | |||
Gary C. George | X | Chair | X | Chair | ||
Coleman H. Peterson | Chair | X | ||||
Thad Hill | X | |||||
Gale V. King | X | |||||
James L. Robo | Chair | X | Chair | X | ||
Number of Meetings in 2018 | 8 | 3 | ||||
Number of Meetings in 2021 | 10 | 3 | 4 |
On January 23, 2019,21, 2022, the Corporate Governance Committee recommended, and the Board approved, the same committee assignments as 20182021 for 2019.2022.
34 | J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement |
Corporate Governance |
Corporate Governance
AUDIT COMMITTEE
Under the terms of its charter, the Audit Committee representsoversees the Company’s accounting and assistsfinancial reporting processes, internal audit functions and risk management policies and practices, and the Board in fulfilling its oversight responsibility relating to the integrityaudit of the Company’s financial statements and internal control over financial reporting. In fulfilling its oversight responsibilities, the financial reporting process,Audit Committee relies on the systems of internal accountingexpertise and financial controls, the internal audit function, the annual independent auditknowledge of the Company’s financial statements, the Company’s compliance with legalmanagement, internal auditors, and regulatory requirements, the independent auditor’s qualifications and independence, the performance of the Company’s internal audit function, and the performance of its independent auditors.registered public accounting firm.
In fulfilling its duties, the Audit Committee, among other things, shall:
| select, appoint, retain, terminate, approve all audit engagement fees and terms and pre-approve, or establish procedures for pre-approval of, all services provided by the independent auditors or other registered public accounting firm, select, appoint, retain, terminate, compensate, and oversee the work of any other registered public accounting firm engaged to prepare or issue an audit report or perform other audit, review, or attest services for the Company, review the qualifications, performance, independence, and objectivity of the independent auditors, annually review the independent auditors’ report on its internal quality control procedures and any material issues raised by the most recent internal quality control review, peer review, or Public Company Accounting Oversight Board review or inspection; review and discuss with the independent auditors their responsibilities, overall audit strategy, the scope and timing of the annual audit, any significant risks identified, and the results, including significant findings, of the audit, review and discuss with the independent auditors all critical accounting policies and practices to be used in the audit, alternative treatments of financial information within generally accepted accounting principles, and other material written communications between auditors and management, review, discuss with the independent auditors, and approve the functions of the Company’s internal audit department, review and discuss with the independent auditors and management any audit problems or difficulties, significant disagreements with management, and management’s response to any such problems, difficulties or disagreements; and resolve any disagreements between the Company’s auditors and management, review with management and the independent auditors any major issues regarding accounting principles and financial statement presentation, any significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, and the effect of regulatory and accounting initiatives and off-balance sheet structures on the Company’s financial statements, review with management, the internal audit department, and the independent auditors the adequacy and effectiveness of the Company’s internal controls over financial reporting and any fraud involving management or other employees with a significant role in such internal controls, review and discuss with management and the independent auditors the Company’s disclosure relating to its internal controls over financial reporting and the independent auditors’ report on the effectiveness of the Company’s internal controls over financial reporting to be included in the Company’s annual report on Form 10-K; review and discuss with the independent auditors the auditors’ evaluation of the Company’s identification of, accounting for, and disclosure of its relationships and transactions with related parties.
review the scope and performance of the department’s internal audit plan and review and approve the hiring or dismissal of the internal audit manager,
review and discuss with management and the internal audit department the risks faced by the Company and the policies, guidelines and processes by which management assesses and manages the Company’s risks,
review with management annually the Company’s cybersecurity and other information technology risks, controls and procedures,
review with the General Counsel and outside legal counsel, where appropriate, any legal and regulatory matters, including legal cases against or regulatory investigations of the Company and its subsidiaries, that could have a significant impact on the Company’s financial statements
review and discuss with the independent auditors and management the Company’s annual and quarterly financial statements, including disclosures made in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in periodic reports filed with the SEC,
review and discuss earnings news releases with management and the independent auditors,
prepare, or oversee the preparation of, a report of the Committee to be included in the Company’s Proxy Statement,
establish and oversee procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters,
annually review and assess the adequacy of the Committee’s charter and recommend any proposed changes to the Board for approval,
annually conduct a self-evaluation of its performance, and otherwise comply with its responsibilities and duties as set forth in the Company’s Audit Committee Charter.
The Board has determined that each member of the Audit Committee satisfies the independence and other requirements for audit committee membership of the NASDAQ corporate governance listing standards and SEC requirements. The Board has also determined that
The Executive Compensation Committee (the Compensation Committee) shall:
review and approve annually the Company’s stated compensation strategy, including the annual corporate goals and objectives of the Chairman of the Board, the Chief Executive Officer, and other members of the executive management team,
determine and approve base salary compensation of the Company’s senior executive officers,
determine and approve annual equity-based awards for the Company’s officers as defined under Section 16 of the Securities Exchange Act of 1934, as amended (the Exchange Act), with the exception of the Chairman of the Board and the Chief Executive Officer,
evaluate and recommend to the independent members of the Board, for their approval, base salary and annual equity-based awards for the Chairman of the Board and the Chief Executive Officer,
review annually and recommend to the Board the compensation for members of the Board,
review and approve the annual performance goals and objectives of the Company’s senior executive officers, including the Chief Executive Officer,
establish and certify the achievement of performance goals,
oversee the Company’s incentive compensation and equity-based compensation plans,
assess the adequacy and competitiveness of the Company’s executive and director compensation programs,
review and discuss with management the Compensation Discussion and Analysis and recommend whether such analysis should be included in the Proxy Statement filed with the SEC,
produce an Annual Report on executive compensation for inclusion in the Company’s Proxy Statement,
review and approve any employment agreements, severance agreements or arrangements, retirement arrangements, change in control agreements/provisions, and any special or supplemental benefits for each officer of the Company,
approve, disapprove, modify, or amend any non-equity compensation plans designed and intended to provide compensation primarily for officers,
make recommendations to the Board regarding adoption of equity-based compensation plans,
administer, modify, or amend equity-based compensation plans, review annually the Company’s employee benefit programs, where appropriate, for shareholder or Board approval, review and recommend to the Board the frequency with which the Company will conduct Say on Pay Votes required by Section 14A of the Exchange Act, and review and approve any proposals related thereto, review annually whether the Company’s executive compensation arrangements could create any material risks to the Company and evaluate policies and practices that could mitigate any such risk, determine stock ownership guidelines for the executive management team, recommend stock ownership guidelines for the Chairman of the Board, the Chief Executive Officer, and members of the Board, and monitor compliance with such guidelines, and otherwise comply with its responsibilities and duties as set forth in the Company’s Compensation Committee Charter.
None of the individuals currently serving or nominated to serve on the Compensation Committee has ever been an officer or employee of the Company. The Board has determined that all current and nominated members of the Compensation Committee satisfy the independence requirements of the NASDAQ corporate governance listing standards.
The Nominating and Corporate Governance Committee (the Corporate Governance Committee) shall:
annually review the Company’s Corporate Governance Guidelines and policies,
assist the Board in identifying, screening, and recruiting qualified individuals to become Board members,
propose nominations for Board membership and committee membership,
assess the composition of the Board and its committees,
oversee the performance of the Board and committees thereof, and provide recommendations to the Board to enhance the Board’s effectiveness,
review the Company’s plan for succession of management,
monitor compliance with the Company’s corporate code of ethics for directors, executive officers, and employees and oversee its implementation and enforcement
review the Company’s corporate code of ethics on an annual basis, or more frequently if appropriate, and recommend any changes as necessary to the Board,
oversee the Company’s strategies addressing environmental and social issues, oversee and monitor the Company’s policies, activities, and expenditures with respect to government lobbying and advocacy and political contributions, approve and review pledges of the Company’s common stock by directors and officers in accordance with the Company’s Insider Trading Policy, monitor diversity and inclusion among the Company’s workforce and provide annual updates to the Board, review any director resignation letter tendered in accordance with the Company’s director resignation policies, and evaluate and recommend to the Board whether such resignation should be accepted, review and approve all related-party transactions (as required by law, NASDAQ rules, or SEC regulations), annually conduct a self-evaluation of its performance, and otherwise comply with its responsibilities and duties as set forth in the Company’s Corporate Governance Committee Charter.
The Board has determined that all current and nominated members of the Corporate Governance Committee satisfy the independence requirements of the NASDAQ corporate governance listing standards.
Code of Business Conduct and Ethics The Board has adopted a Corporate Code of Ethical and Professional Standards for Directors, Officers and Employees (the Code of Ethics) that applies to all of the Company’s directors, officers, and employees. The purpose and role of this Code of Ethics is to focus our directors, officers, and employees on areas of ethical risk, provide guidance to help them recognize and deal with ethical issues, provide mechanisms to report unethical or unlawful conduct, and help enhance and formalize our culture of integrity, honesty, and accountability. As required by applicable law, the Company will post on the “Corporate Governance” page of the
Corporate Governance Guidelines The Board has adopted
To the Company’s knowledge, based solely on a review of
manner.
Certain Relationships and The Corporate Governance Committee is charged with the responsibility of reviewing and preapproving all related-party transactions (as defined in SEC regulations) and periodically reassessing any related-party transaction entered into by the Company. The Committee does not currently have any formal policy or procedures with respect to its review and approval of related-party transactions but considers each such transaction or proposed transaction on a case-by-case basis.
Bryan Hunt, one of our current directors, is the son of Johnelle Hunt, a principal stockholder of the Company.
Two sons-in-law of Kirk Thompson, Chairman of the Board of the Company, were employed by the Company in calendar year
In the ordinary course of business, the Company has entered into
In
Compensation Committee Interlocks and Insider Participation During the Gary C. George, a member of the Compensation Committee of the Board, has an indirect material interest in related-party transactions between the Company and George’s, Inc. because he is the Chairman of George’s, Inc. Additionally, James L. Robo, Chair of the Compensation Committee of the Board, has an indirect material interest in a related-party transaction between the Company and DG Build Transfer Holdings, LLC, a subsidiary of NextEra Energy, Inc., because he is the Executive Chairman of NextEra Energy, Inc. Descriptions of the related-party transactions between the Company and George’s, Inc. during 2021 and the related-party transaction between the Company and DG Build Transfer Holdings, LLC are set forth in the Certain Relationships and Related-Party Transactions portion of the Corporate Governance section of this Proxy Statement.
The following table sets forth all persons known to be the beneficial owner of more than 5% of the Company’s common stock as of December 31,
This Compensation Discussion & Analysis (CD&A) provides information regarding the compensation paid to our President and Chief Executive Officer, Chief Financial Officer, and certain other executive officers who were the most highly compensated in calendar year 2021. These individuals, referred to collectively as “named executive officers” or NEOs, are identified below: John N. Roberts, III– President and Chief Executive Officer John Kuhlow– Chief Financial Officer and Executive Vice President Shelley Simpson– Chief Commercial Officer and Executive Vice President of Nicholas Hobbs– Chief Operating Officer, President of Contract Services, and Executive Darren Field – President of Intermodal and Executive Vice President
The
evaluates and recommends to the independent Board members, for their approval, the annual salaries and bonuses of the Chairman of the Board and the Chief Executive Officer,
reviews and approves annual corporate goals and objectives of the Chairman of the Board and the Chief Executive Officer and other Section 16 reporting officers,
recommends to the independent Board members, for their approval, equity-based compensation awards under the Company’s Management Incentive Plan (the MIP), as amended and restated, for the Chairman of the Board and the Chief Executive Officer,
reviews and approves equity-based compensation awards under the Company’s MIP, as amended and restated, for the Section 16 reporting officers,
establishes and certifies the achievement of performance goals under the Company’s incentive and performance-based compensation plans,
evaluates and recommends to the full Board, for their approval, annual compensation for the Company’s nonemployee directors,
reviews other Company executive compensation programs,
reviews and discusses the CD&A with management, and based on such review and discussion, recommends to the Board whether the CD&A should be included in the Proxy Statement, reviews and approves the Compensation Committee report to the stockholders and the “say-on-pay” proposal to be included in the Proxy Statement, and reviews and discusses whether the Company’s executive compensation arrangements could create any material risks to the Company.
The Chairman of the Board recommends to the Compensation Committee the form and amount of compensation to be paid to the Chief Executive Officer. The Chief Executive Officer provides recommendations to the Compensation Committee regarding the form and amount of compensation to be paid to executive officers who report directly to him. Additionally, the Chairman of the Board, the Chief Executive Officer, and the Chief Financial Officer regularly attend Compensation Committee meetings, except for executive sessions. Upon request, management has provided to the Compensation Committee historical and prospective breakdowns of primary compensation components for each executive officer, wealth accumulation analyses, and internal pay equity analyses, as described in more detail below.
At our
In
Historically, the Compensation Committee meets during the first quarter to finalize discussion regarding the Company’s performance goals for the previous and current year with respect to performance-based compensation to be paid to executive officers, to review and discuss the CD&A with management, and to approve its report for the Proxy Statement. These goals are approved within 90 days of the beginning of the
discuss any new compensation issues,
review base compensation, bonus, and MIP award analyses,
approve the engagement of the compensation consultant for annual executive and director compensation surveys,
review and discuss information provided by the compensation consultant and the recommendations made by the Chairman of the Board and the Chief Executive Officer,
review the performance of the Company and the individual officers,
approve short-term cash bonus and long-term incentive awards, and
determine executives’ base salaries.
Management also advises the full Board, including the Compensation Committee members, throughout the year of any new issues and developments regarding executive compensation.
Compensation Philosophy and Principles The Compensation Committee acknowledges that the transportation industry is highly competitive and that experienced professionals have career mobility. The Company believes that it competes for executive talent with a large number of companies, some of which have significantly larger market capitalizations and others of which are privately owned. Retention of key talent remains critical to our success. The Company’s need to focus on retention is compounded by its size and geographic location. The Company’s compensation program is structured to attract, retain, and develop executive talent with the ability to assume a broad span of responsibilities and successfully lead complex business units to market-leading positions in the industry. The Compensation Committee believes that the ability to attract, retain, and provide appropriate incentives for professional personnel, including the senior executive officers and other key employees of the Company, is essential to maintaining the Company’s leading competitive position, thereby providing for the long-term success of the Company. The Compensation Committee’s goal is to maintain compensation programs that are competitive within the transportation industry. Each year, the Compensation Committee reviews the executive compensation program with respect to external competitiveness and linkage between executive compensation and creation of stockholder value and determines what changes, if any, are appropriate.
The overall compensation philosophy of the Compensation Committee and management is guided by the following principles:
The Company’s executive compensation program is designed to reward the achievement of initiatives regarding growth, productivity, and people, including:
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