PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

PROPOSAL NUMBER ONEProposal 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, Gale V. King,Persio Lisboa, 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 20232024 Annual Meeting of Stockholders or until their successors are elected and qualified or until their earlier resignation or removal. The Board believes that these director 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.”

Three of our current directors, Douglas G. Duncan, Gary C. George, and Gale V. King, will not stand for re-election to the Board upon the expiration of their terms at the 2023 Annual Meeting. The Board has reduced the number of director positions to nine, effective upon the election of directors at the Annual Meeting, and has nominated Persio Lisboa as a candidate to fill the resulting open position. 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

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 Second Amended and Restated Bylaws of J.B. Hunt Transport Services, Inc., as amended (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. TheIn 2022, the Board currently consistsconsisted of eleven directors. On February 8, 2023, the Board voted to reduce the number of directors constituting the whole Board to nine directors, effective upon the election of directors at the 2023 Annual Meeting. Directors serve a term of one year from their election date to the Annual 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.

At the Company’s Annual Meeting, the stockholders of the Company elect 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.

NOMINEES FOR DIRECTOR

Terms expire 20232024

Douglas G. Duncan Age: 71 Director Since: 2010 Committees Upon Election: Audit Committee, Nominating and Corporate Governance Committee Principal Occupation: FedEx Freight Corporation Francesca M. Edwardson Age: 65 Director Since: 2011 Committees Upon Election: Audit Committee, Nominating and Corporate Governance Committee Principal Occupation: American Red Cross of Chicago and Northern Illinois (retired)

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: 64 Director Since: 2011 Committees Upon Election: Audit Committee, Nominating and Corporate Governance Committee 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)Committee, Board Chair- Elect)

Family Relationships: None

Wayne Garrison   Age: 69 Director Since: 1981 Committees Upon Election: 70 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 Boardboard 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 Sharilyn S. Gasaway Age: 54   Director Since: 2009   Committees Upon Election: Audit Committee (Chair), Executive Compensation Committee, Nominating and Corporate Governance Committee   Principal Occupation: Alltel Corp. (retired)

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

Gary C. George Age: Thad (John B., III) Hill71 Director Since: 2006 Committees Upon Election: Nominating and Corporate Governance Committee (Chair), Executive Compensation Committee Principal Occupation: George’s Inc.

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: Age: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. 55

Other Directorships - Publicly Held Companies (Prev. 5 Yrs.):Director Since: None2021

Other DirectorshipsCommittees Upon Election: – Private Organizations (Prev. 5 Yrs.): Legacy National Bank (Chairman)Executive Compensation Committee (Chair), Arkansas Children’s, Inc., Arkansas Children’s Northwest, National Chicken CouncilNominating and Corporate Governance Committee

Family Relationships:Principal Occupation: None

Thad (John B., III) Hill Age: 54 Director Since: 2021 Committees Upon Election: Executive Compensation Committee, Nominating and Corporate Governance Committee Principal Occupation:Calpine Corporation

Recommendation: 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 Bachelorbachelor of Artsarts degree from Vanderbilt University magna cum laude and his Mastermaster of Business Administrationbusiness 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. HUNT TRANSPORT SERVICES, INC.Proxy Statement

19

19

---

 

Proposal 1ELECTION OF DIRECTORS Election of Directors

 

 

Bryan Hunt Age: 63 Bryan Hunt Age: 64   Director Since: 1991   Committees Upon Election: None   Principal Occupation: Hunt Automotive Group

 

Recommendation: 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:Mr. Hunt served as an employee of the 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

 

 

Gale V. King Age: 65 Director Since: 2020 Committees Upon Election: Executive Compensation Committee, Nominating and Corporate Governance Committee Principal Occupation: Nationwide Mutual Insurance Co. Persio Lisboa Age: 57 New Director Candidate Committees Upon Election: Audit Committee, Nominating and Corporate Governance Committee Principal Occupation: Navistar, Inc. (retired)

 

Recommendation:The Board has determined that Ms. King’sMr. Lisboa’s business and financial expertise and experience and expertise in the areas of human capital management, diversity, equity and inclusion, leading the Human Resources organization within a Fortune 100large global company together with her established strategic and operational leadership success as a senior executive provide valuable guidance to the organization, qualifying herqualify him to serve as a Director of the Company.

 

Experience: Ms. KingMr. Lisboa retired as Executive Vice President and Chief Administrative Officer for Nationwide Mutual Insurance Co. (Nationwide)CEO of Navistar, Inc., a Fortune 100 financial servicesglobal original equipment manufacturer in the transportation industry in October 2021. Prior to his ultimate leadership role of the company, Mr. Lisboa’s 35-year career with approximately 26,000 employeesNavistar included management positions in July 2021. Her accountabilities included Nationwide’s Human Resources, Corporate Real Estate, Corporate Security,sales and Aviationmarketing, manufacturing, supply chain, and procurement within both domestic and international 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 UniversityMr. Lisboa is a graduate of Florida.Pontifícia Universidade Católica de São Paulo where he received a Bachelor of Science degree in business administration with a marketing specialization.

 

Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): AutoZone,James Hardie Industries plc (Chairman of Remuneration Committee), Broadwind Energy, 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 ArtNone

 

Family Relationships:None

 

20	J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

---

 

Proposal 1ELECTION OF DIRECTORS Election of Directors

 

 

John N. Roberts, III   Age: 58 Director Since: 2010 Committees Upon Election: None Principal Occupation: 57 Director Since: 2010 Committees Upon Election: None Principal Occupation:J.B. Hunt Transport Services, Inc.

 

Recommendation: 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:Mr. Roberts is the Company’s President and Chief Executive Officer.Officer, a role he has held since 2010. A graduate of the University of Arkansas, he served as Chief Executive Officer and President of the Company from 2010 to 2022 and 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: 60 Director Since: 2002 CommitteesUpon Election: Nominating and Corporate Governance Committee (Chair), Executive Compensation Committee, Independent Lead Director  Principal Occupation: Private Investor Age: 59 Director Since: 2002 Committees Upon Election: Executive Compensation Committee (Chair), Nominating and Corporate Governance Committee, Independent Lead Director Principal Occupation: NextEra Energy, Inc.

 

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 a private investor and former Chairman and Chief Executive ChairmanOfficer of NextEra Energy, Inc., a leading clean energy company. He is also Executive Chairman ofcompany, and NextEra Energy Partners, LP, a growth-oriented limited partnership formed by NextEra Energy, Inc. 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.projects. Prior to joining NextEra Energy in 2002, Mr. Robo spent ten years at General Electric Company. He servedCompany, serving 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 ArtsBA summa cum laude from Harvard College and an Master of Business AdministrationMBA 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.): NoneKayne Anderson BDC, Inc. (Chairman)

 

Family Relationships: None

 

J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

21

21

---

 

Proposal 1ELECTION OF DIRECTORS Election of Directors

 

Kirk Thompson   Age: 68 Director Since: 1985 Committees Upon Election: None Principal Occupation: 69 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 45nearly 50 years with J.B. Hunt in multiple roles provideprovides 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 1ELECTION OF DIRECTORS Election of Directors

 

 

Director Compensation

DIRECTOR COMPENSATION

 

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 20212022 and 20222023 Annual Meetings, compensation for nonemployee directors serving on the Board was as follows:

 

●	an annual retainer of $245,000$255,000 paid in Company stock, cash or any combination thereof

●	an annual retainer of $20,000, paid in Company stock, cash, or any combination thereofto each member of the Audit Committee

●	an annual retainer of $20,000,$15,000, paid in cash, to each member of the AuditExecutive Compensation Committee

●	an annual retainer of $15,000,$10,000, paid in cash, to each member of the Executive CompensationNominating and Corporate Governance Committee

●	an additional annual retainer of $10,000,$25,000, paid in cash, to each member of the Nominating and Corporate GovernanceAudit Committee Chairperson

●	an additional annual retainer of $25,000, paid in cash, to the AuditExecutive Compensation Committee Chairperson

●	an additional annual retainer of $25,000,$10,000, 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

 

In January 2022,2023, the Executive Compensation Committee reviewed a summary of various compensation packages awarded to directors of the Company’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 for the annual period beginning after our 20222023 Annual Meeting:

 

●	an annual retainer of $255,000$267,500 paid in Company stock, cash or any combination thereof

●	an annual retainer of $20,000, paid in Company stock, cash, or any combination thereofto each member of the Audit Committee

●	an annual retainer of $20,000,$15,000, paid in cash, to each member of the AuditExecutive Compensation Committee

●	an annual retainer of $15,000,$10,000, paid in cash, to each member of the Executive CompensationNominating and Corporate Governance Committee

●	an additional annual retainer of $10,000,$25,000, paid in cash, to each member of the Nominating and Corporate GovernanceAudit Committee Chairperson

●	an additional annual retainer of $25,000, paid in cash, to the AuditExecutive Compensation Committee Chairperson

●	an additional annual retainer of $10,000, paid in cash, to the Nominating and Corporate Governance Committee Chairperson

●	an 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 meetingsIndependent Lead Director

 

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 4546 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

23

---

 

 

Proposal 1ELECTION OF DIRECTORS 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.

 

Board of Director Compensation Paid in Calendar Year 20212022

 

Board Member		Salary ($)			Fees Paid in Cash ($)			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 ($)			Total ($)
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

Board Member		Salary ($)				Fees Paid in Cash ($)				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 ($)				Total ($)
Douglas G. Duncan			—				221,250				63,725				—				—				—				—				284,975
Francesca M. Edwardson			—				30,000				254,901				—				—				—				—				284,901
Wayne Garrison			—				255,000				—				—				—				—				—				255,000
Sharilyn S. Gasaway			—				70,000				254,901				—				—				—				—				324,901
Gary C. George			—				35,000				254,901				—				—				—				—				289,901
Thad Hill			—				25,000				254,901				—				—				—				—				279,901
Bryan Hunt			—				255,000				—				—				—				—				—				255,000
Gale V. King			—				25,000				254,901				—				—				—				—				279,901
James L. Robo			—				50,000				254,901				—				—				—				—				304,901
Kirk Thompson			421,539				—				—				—				—				—				15,753	(1)			437,292

(1) Includes $10,000$9,170 taxable allowance for financial counseling services, $260 taxable personal administrative support, and $5,891$6,323 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$255,000 in Company stock, cash, or any combination thereof. Those directors choosing to receive their full retainer in Company stock received 1,4441,460 shares based on the $169.59$174.59 closing market price on April 22, 2021. Gary George28, 2022. Douglas Duncan elected to receive half25% of his retainer in stock, totaling 722 shares, and Douglas G. Duncan elected to receive 30% of his retainer in stock, totaling 433365 shares based on the closing market price shown above. All other nonemployee directorsWayne 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 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 2021.2022.

 

24	J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

---

 

 

Executive Officers of theThe Company

 

 

Jennifer R. Boattini, 49,50, 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, 51,52, joined the Company in 1998 as a Financial Analyst and currently serves as Senior Vice President of Finance and Treasurer.

 

Darren Field, 51,52, joined the company in 1994 as a Night Dispatcher and currently serves as President of Intermodal and Executive Vice President.

 

Spencer Frazier, 52, joined the Company in 1992 as a Management Trainee and currently serves as Executive Vice President of Sales & Marketing.

Craig Harper 64,, 65, 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, 49,50, joined the Company in 1996 as a Management Trainee and currently serves as President of Highway Services and Executive Vice President.President of People.

 

Nicholas Hobbs, 59,60, joined the Company in 1984 as a Management Trainee and currently serves as Chief Operating Officer, President of Contract Services, and Executive Vice President.

 

David Keefauver, 50, joined the Company in 1995 as a Management Trainee and currently serves as Executive Vice President of Dedicated Contract Services.

John Kuhlow, 51,52, joined the Company in 2006 as Assistant Corporate Controller and currently serves as Chief Financial Officer, Chief Accounting Officer, and Executive Vice President. Prior to joining the Company, he was a Senior Audit Manager for KPMG LLP. Mr. Kuhlow is a Certified Public Accountant.

 

Eric McGee, 48,49, joined the Company in 1998 as a National Account Service Monitor and currently serves as Executive Vice President of Highway Services.

 

Stuart Scott, 55,56, joined the Company in 2016 as Chief Information Officer and Executive Vice 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, 50,51, joined the Company in 1994 as a Management Traineean hourly Customer Service Representative and currently serves as Chief Commercial Officer and Executive Vice President of People and Human Resources.the Company’s President.

 

Brian Webb, 53,54, 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

25

25

---

 

 

Security Ownership of Management

 

 

The following table sets forth the beneficial ownership of the Company’s common stock as of March 8, 2022,February 21, 2023, by each of its current and nominated directors, 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			11,261				2,600				*		11,626	2,600		*
Francesca M. Edwardson			24,277				—				*		25,737	—		*
Darren Field			17,723				—				*		21,452	—		*
Wayne Garrison			1,158,992				25,752				1.1		1,184,744	—		1.1
Sharilyn S. Gasaway			24,090				265				*		26,200	265		*
Gary C. George			27,415				994,799	(4)			1.0		25,162	994,799	(4)	1.0
Thad Hill			1,444				—				*		2,904	—		*
Nicholas Hobbs			104,245				168				*		101,263	168		*
Bryan Hunt			70,697				—				*		70,697	—		*
Gale V. King			2,559				—				*		4,019	—		*
John Kuhlow			13,551				—				*		19,061	—		*
Persio Lisboa													—	—		*
John N. Roberts, III			371,983				—				*		287,411	—		*
James L. Robo			29,557				19,623				*		50,640	—		*
Shelley Simpson			103,148				48,990				*		101,913	49,311		*
Kirk Thompson			35,038				—				*		35,038	—		*
All executive officers and directors as a group (22)			2,132,738				1,099,126				3.1
All executive officers and directors as a group (25)													2,152,106	1,055,388		3.1

 

26	J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

---

 

 

*Less than 1 percent

 

(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)

(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			Pledged Shares			Outstanding Balance
Darren Field		6,195			$350,000			6,000			$325,000
John Kuhlow		2,665			—			2,665			$70,000
John N. Roberts, III		217,028			$7,086,005			217,028			$6,877,627
Kirk Thompson		8,000			—			8,000			$600,000
All executive officers and directors as a group		241,487			$7,678,005			241,292			$8,407,627

 

ourOur 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 103,770,366 shares of common stock outstanding of the Company on February 21, 2023.

(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 Section 16 or for any other purposes.

(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 104,850,464 shares of common stock outstanding of the Company on March 8, 2022.

(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 Section16 or for any other purposes.

J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

27

27

---

 

 

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,

●	maintaining aestablishment of the position of Independent Lead Director,

●	utilization of independent director executive session meetings,

●	requiring that all committees of the Board composedbe comprised solely of a majority ofindependent directors, who satisfy the criteria for independence under the NASDAQ listing standards,

●	establishment of formal charters outlining the positionpurpose, composition, and responsibility of Independent Lead Director,each committee of the Board,

●	utilization of independent director executive session meetings,

●	requiring thatgranting authority to all committees of the Board be comprised solely ofto retain outside, independent directors,advisors and consultants as needed,

●	establishment of formal charters outlining the purpose, composition, and responsibility of each committee of the Board,qualification guidelines for director nominees,

●	granting authority to all committeescontinual evaluation of the Board to retain outside, independent advisorscurrent director performance and consultants as needed,qualifications,

●	establishmentlimitation and preapproval of qualification guidelines for director nominees,membership on other corporate boards,

●	continual evaluation of current director performancemaintaining Board diversity in both gender and qualifications,ethnic representation,

●	limitation and preapprovalreview of director membership on other corporate boards,the Company’s plan for succession of management,

●	maintaining Board diversity in both genderadoption of Corporate Governance Guidelines, including director attendance expectations, and ethnic representation,

●	review of the Company’s plan for succession of management,

●	adoption of Corporate Governance Guidelines, including director attendance expectations, and

●	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, 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 “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

 

28	J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

---

 

 

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, Thad Hill, Gale V. King,Persio Lisboa, and James L. Robo are all 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

29

29

---

 

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. For director candidate recommendations to be included in the annual proxy statement, stockholders must submit recommendations in writing by certified 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 20232024 Annual Meeting of Stockholders, director candidates must be submitted to the Company’s Corporate Secretary on or before November 24, 2022.17, 2023. Director candidates submitted by stockholders must contain at least the following information:

 

●	the name and address of the stockholder or group of stockholders making the recommendation (Recommending Stockholder),

●	the number of shares of the Company’s common stock beneficially owned by the Recommending Stockholder and the dates such shares were purchased,

●	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 addressresidence of the stockholderrecommended director candidate (Candidate),

●	the principal occupation or groupemployment of stockholders making the recommendation (Recommending Stockholder),Candidate for the past five years,

●	a description of the Candidate’s qualifications to serve as a director, including financial expertise and why the Candidate does or does not qualify as “independent” under the NASDAQ corporate governance listing standards,

●	the number of shares of the Company’s common stock beneficially owned by the Recommending StockholderCandidate, if any, and the dates such shares were purchased,

●	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 Candidate for the past five years,

●	a description of the Candidate’s qualifications to serve as a director, including financial expertise and why the Candidate does or does not qualify as “independent” under the NASDAQ corporate governance listing standards,

●	the number of shares of the Company’s common stock beneficially owned by the Candidate, if any, and

●	a description of the arrangements or understandings between the Recommending Stockholder and the Candidate, if any, or any other person pursuant to which the Recommending Stockholder is making the recommendation.

 

In addition, the Recommending Stockholder and the Candidate must submit, with the recommendation, a signed statement agreeing and acknowledging that:

 

●	the Candidate consents to being a director candidate and, if nominated and elected, he or she will serve as a director representing all of the Company’s stockholders in accordance with applicable laws and the Company’s Articles of Incorporation and Bylaws,

●

the Candidate, consents to being a director candidate and, if nominated and elected, he or she will serve as a director representing all ofcomply with the Company’s stockholders in accordance withCorporate Governance Guidelines and any other applicable lawsrules, regulations, policies, or standards of conduct applicable to the Board and the Company’s Articles of Incorporation and Bylaws,its individual members,

●

the Candidate, if elected,Recommending Stockholder will comply withmaintain beneficial ownership of at least 2% of the Company’s Corporate Governance Guidelinesissued and any other applicable rules, regulations, policies, or standardsoutstanding common stock through the date of conduct applicablethe Annual Meeting for which the Candidate is being recommended for nomination and that, upon the Candidate’s nomination and election to the Board, and its individual members,

●

the Recommending Stockholder willintends to maintain beneficialsuch ownership of at least 2% of the Company’s issued and outstanding common stock through the date of the Annual Meeting for which the Candidate is being recommended for nomination and that, uponthroughout the Candidate’s nominationterm as director, and election to the Board, the Recommending Stockholder intends to maintain such ownership throughout the Candidate’s term as director, and

●

the Recommending Stockholder and the Candidate will promptly provide any additional information requested by the Corporate Governance Committee and/or the Board to assist in the consideration of the Candidate, including a completed and signed Questionnaire for Directors and Officers on the Company’s standard form and an interview with the Corporate Governance Committee or its representative.

30	J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

---

Corporate Governance

 

For a complete list of the information that must be included in director recommendations submitted by stockholders, please see the “Directorship Guidelines and Selection Policy” on the “Corporate Governance” page of the “Corporate Responsibility” section of our website at jbhunt.com. The Corporate Governance Committee will consider all Candidates submitted through its established processes and will evaluate each of them, including incumbents, based on the same criteria. In the event a Candidate of a Recommending Stockholder is subsequently nominated by the Corporate Governance Committee and the Board, included in the Company’s Proxy Statement, and does not receive at least 25% of the 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.

 

30	J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

---

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,

●	possess relevant businesshave exemplary character and financial expertiseintegrity and experience, including a basic understanding of fundamental financial statements,be willing to work constructively with others,

●	have exemplary charactersufficient time to devote to Board meetings and integrityconsultation on Board matters, 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,

●	diverse backgrounds with respect to business experience, professional expertise and knowledge, individual perspectives, gender, and ethnicity that support Board dynamics and effectiveness,

●	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,

J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

31

---

Corporate Governance

●	knowledge of the critical aspects of the Company’s business and operations, and

●	the capacityability to contribute to the mix of skills, core competencies, diversity, and desire to represent the interestsqualifications of the Company’s stockholders as a whole,

●	diverse backgrounds with respect to business experience, professionalBoard through expertise and knowledge, individual perspectives, gender, and ethnicity that support Board dynamics and effectiveness,

●	leadership experience and sound business judgment,

●	accomplishments in their respective field, with superior credentials and recognition,

●	experience in skillful managementone 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,

●	knowledgemore of the critical aspects of the Company’s business and operations, andfollowing areas:

●	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

>

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.company

J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

31

---

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

Thad Hill– financial expertise in capital markets and business experience managing a diverse and geographically dispersed workforce

 

Gale V. KingPersio Lisboa – human resourcefinancial expertise and business experience withleading a large and diverse workforce and leadership experienceglobal corporation in the transportation equipment industry

 

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.

 

32	J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

---

Corporate Governance

Board Diversity

As indicated by the criteria above, the Board prefers a mix of background and experience among its members. Furthermore, our current and nominated Board is diverse both in gender and ethnic representation, with 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 Diversity Matrix (As of February 21, 2023)
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	—	—		—	—
LGBTQIA+	1
Did Not Disclose Demographic Background	—

 

* Consists of current directors, all of whom served as directors during calendar year 2022, but does not include our new director nominee, Persio Lisboa.

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.

 

J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

33

---

Corporate Governance

Communications With The Board

Stockholders and other interested parties may communicate with the Board, Board Committees, or the independent or 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:

 

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 sixfive scheduled meetings during the 20212022 calendar year. All directors attended at least 75% of the aggregateall of the Board meetings and committee meetings on which each served during 2021,2022, and all members of the Board attended the 20212022 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 Corporate 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, Compensation, 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 2021:2022:

 

Director	Audit	Compensation	Corporate Governance	Audit	Compensation	Corporate Governance
Douglas G. Duncan	X		X	X		X
Francesca M. Edwardson	X		X	X		X
Sharilyn S. Gasaway	Chair	X		Chair	X
Gary C. George		X	Chair		X	Chair
Thad Hill		X			X
Gale V. King		X			X
James L. Robo		Chair	X		Chair	X
Number of Meetings in 2021	10	3	4
Number of Meetings in 2022				9	3

34	J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

---

Corporate Governance

 

Douglas G. Duncan, Gary C. George, and Gale V. King will not stand for re-election to the Board upon the expiration of their current terms at the 2023 Annual Meeting, and the number of director positions constituting the whole Board will reduce to nine directors, effective upon election of directors at the Annual Meeting. The Board has nominated Persio Lisboa as a candidate to fill the open director position on the Board. On January 21, 2022,19, 2023, the Corporate Governance Committee recommended, and the Board approved, the samefollowing committee assignments as 2021 for 2022.the annual period beginning after our 2023 Annual Meeting:

 

34 Director	Audit	Compensation	Corporate Governance
Francesca M. Edwardson	X		X
Sharilyn S. Gasaway	Chair	X	X
Thad Hill		Chair	X
Persio Lisboa	X		X
James L. Robo		X	Chair

J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

35

---

 

Corporate Governance

 

 

Audit Committee

AUDIT COMMITTEE

 

Under the terms of its charter, the Audit Committee oversees the Company’s accounting and financial reporting processes, internal audit functions and risk management policies and practices, and the audit of the Company’s financial statements and internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee relies on the expertise and knowledge of the Company’s management, internal auditors, and the independent registered public accounting firm.

 

In fulfilling its duties, the Audit Committee, among other things, shall:

 

select, appoint, retain, terminate, compensate, and oversee the work of the independent registered public accounting firm serving as the Company’s independent auditors,

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.

●	select, appoint, retain, terminate, compensate, and oversee the work of the independent registered public accounting firm serving as the Company’s independent auditors,

●	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,

 

36

J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

35

---

 

Corporate Governance

 

 

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.

●	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 SECSecurities and Exchange Commission (SEC) requirements. The Board has also determined that the majority of the members of the Audit Committee have the attributes of an audit committee financial expert as defined by the SEC. The Board determined that these members acquired such attributes through their experience in preparing, auditing, analyzing, or evaluating financial statements, or actively supervising one or more persons engaged in such activities, and their experience of overseeing or assessing the performance of companies and public accountants with respect to preparation, auditing, or evaluation of financial statements. For additional information concerning the Audit Committee, see “Report of the Audit Committee” set forth below.

 

36

J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

37

---

 

Corporate Governance

 

 

Executive Compensation Committee

EXECUTIVE COMPENSATION COMMITTEE

 

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.

●	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 the other executive officers,

●	determine and approve base salary compensation of the Company’s 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 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 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 officers, 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.

 

38

J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

37

---

 

Corporate Governance

 

 

Nominating And Corporate Governance Committee

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

 

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.

●	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 Responsibility” section of its website at jbhunt.com any amendments to or waivers of any provision of this Code of Ethics made for the benefit of executive officers or directors of the Company.

 

38

J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

39

---

 

Corporate Governance

 

 

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines and policies to assist it in exercising its responsibilities to the Company and its stockholders. These guidelines and policies address, among other items, director qualifications and responsibilities, Board Committees, and nonemployee director compensation.

 

Delinquent Section16(a)Section 16(a) Reports

Section16(a)

Section 16(a) of the Exchange Act requires each director, officer, and any individual beneficially owning more than 10% of the Company’s common stock to file with the SEC reports of security ownership and reports on subsequent changes in ownership. These reports are generally due within two business days of the transaction giving rise to the reporting obligation.

 

To the Company’s knowledge, based solely on a review of such reports filed electronically with the SEC and written representations from the reporting persons that no other reports were required, the Company believes that all Section16(a)Section 16(a) filings were made in a timely manner.manner, with the exception of Nicholas Hobbs, who determined that certain gifts of shares in prior years had not been reported.

 

Certain Relationships and Related-Party Transactions

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 2021.2022. The first earned $772,106$835,981 and the second earned $412,726$367,646 in 2021 compensation. Shelley Simpson’s husband was employed by the Company in calendar year 2021 and earned $192,295 in 20212022 compensation. Jennifer R. Boattini’s husband was employed by the Company in calendar year 20212022 and earned $489,189$675,448 in 20212022 compensation.

 

In the ordinary course of business, the Company has entered into Dedicated Contract Services® agreements with George’s, Inc. and certain of its affiliates, which are considered a related party. The customer agreements, consistwhich terminated in 2022, consisted primarily of fleets of tractors and specialty trailers delivering feed and live poultry to and from plants located in Cassville, Missouri; Edinburg, Virginia; Harrisonburg, Virginia; and Mt. Jackson, Virginia, as well as other agreed-upon services on an as-needed basis. In connection with the termination of these agreements, the Company sold certain equipment to George’s Inc. and its affiliate, George’s Food, LLC. Gary C. George is Chairman of George’s, Inc. Mr. George was not involved in the establishment of these service agreements or the purchase of the equipment, nor did he solicit the Company’s services or equipment on behalf of George’s, Inc. or its affiliates. Total revenue earned in calendar year 20212022 under these service agreements and equipment sales was $14.1$4.1 million. Services provided under these contracts are and will beThese transactions were carried out at arm’s length in the ordinary course of business and are beingwere provided substantially on the same terms as those of unrelated parties for comparable transactions.

 

40	J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

---

Corporate Governance

During 2021,2022, the Company earned $38.1$41.0 million in revenue for transportation services provided to its customer Simmons Foods, Inc. The brother of John Roberts, President and Chief Executive Officer, is employed by Simmons Foods, Inc. as a Senior Vice President – Marketing, Business Development & Sales Operations, Pet Food. Mr. Roberts was not involved in the solicitation or establishment of these services, which were provided at arm’s length in the ordinary course of business and were provided substantially on the same terms as those of unrelated parties for comparable transactions.

J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

39

---

Corporate Governance

 

In January 2021, the Company accepted a nonbinding proposal from DG Development & Acquisitions, LLC, a subsidiary of NextEra Energy, Inc., outlining the general terms of a proposed transaction for the sale of a photovoltaic solar generation and electric vehicle charging system. In February 2022, the Company finalized agreements with DG Build Transfer Holdings, LLC, a subsidiary of NextEra Energy, Inc., for the construction and sale of these solar-powered electric generating facilities and EV charging stations to be located in Benton County, Arkansas. Subsequently, the parties terminated by mutual agreement the agreement for one of the facilities, but the other is scheduled to proceed. James L. Robo, the Board’s independent lead director,Independent Lead Director, is the former Chairman and Chief Executive ChairmanOfficer of NextEra Energy, Inc. Mr. Robo was not involved in the negotiation of the transaction or any discussions with the Company regarding the transaction. The Company received and considered the transaction with DG Build Transfer Holdings, LLC at arm’s length in the ordinary course of business and substantially on the same terms as transactions with unrelated parties for a comparable transaction.

 

Additionally during 2021,2022, the Company procured $541,205$169,315 in third-party purchased transportation services from Western Flyer Xpress.TuSimple. The sondaughter of John Roberts,Craig Harper, Chief Sustainability Officer and Executive Vice President, and Chief Executive Officer, was employed by Western Flyer Xpress during 2021TuSimple as a Regional Sales Manager.Corporate Strategy and Development Associate. Mr. RobertsHarper was not involved in the solicitation or establishment of these services, which were provided at arm’s length in the ordinary course of business and were provided substantially on the same terms as those of unrelated parties for comparable transactions.

 

Compensation Committee Interlocks and Insider Participation

During the 20212022 calendar year, none of the Company’s executive officers served on the Board of Directors or Compensation Committees of any entity whose directors or officers served on the Company’s Board or Compensation Committee. No current or past executive officers or employees of the Company served on the Compensation Committee. 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., which engaged in certain transactions with the Company during 2022. Additionally, during 2022, James L. Robo, Chair of the Compensation Committee of the Board, was the Chairman and Chief Executive Officer of NextEra Energy, Inc., a subsidiary of which, DG Build Transfer Holdings, LLC, has an indirect material interestengaged in a related-party transaction betweenwith the CompanyCompany. Descriptions of the Company’s transactions with George’s, Inc. 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, LLC2022 are set forth in the Certain Relationships and Related-Party Transactions portion of the Corporate Governance section of this Proxy Statement.

 

40

J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

41

---

 

 

Principal Stockholders of theThe Company

 

 

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, 2021.2022. 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.

 

Name and Address	Number of Shares	Percent of Class		Number of Shares	Percent of Class
Johnelle Hunt(1) 3333 Pinnacle Hills Parkway Rogers, AR 72756	18,326,448	17.4	%	18,326,466	17.7%
The Vanguard Group(2) 100 Vanguard Blvd. Malvern, PA 19355	9,620,809	9.2	%	9,946,716	9.6%
T. Rowe Price Associates, Inc.(3) 100 East Pratt Street Baltimore, MD 21202	8,218,767	7.8	%
BlackRock, Inc.(4) 55 East 52nd Street New York, NY 10055	5,886,253	5.6	%
BlackRock, Inc.(3) 55 East 52nd Street New York, NY 10055				6,285,384	6.1%
T. Rowe Price Investment Management, Inc.(4) 101 East Pratt Street Baltimore, MD 21202				5,228,456	5.0%

 

(1)	Based on the stockholder’s Form 5, filed with the SEC on February 3, 2022.January 17, 2023.

(2)

Based on the most recent SEC filing by The Vanguard Group on Schedule 13G/A dated February 10, 2022.9, 2023. Of the total shares shown, the nature of beneficial ownership is as follows: sole voting power, zero shares; shared voting power, 142,033122,987 shares; sole dispositive power, 9,272,2949,601,868 shares; and shared dispositive power, 348,515344,848 shares. The Company makes no representation as to the accuracy of the accuracy of the information reported in such beneficial ownership reports.

(3)

Based on the most recent SEC filing by T. Rowe Price Associates, Inc. on Schedule 13G/A dated February 14, 2022. Of the total shares shown, the nature of beneficial ownership is as follows: sole voting power, 3,012,174 shares; shared voting power, zero shares; sole dispositive power, 8,218,767 shares; and shared dispositive power, zero shares. The Company makes no representation as to the accuracy of the information reported in such beneficial ownership reports.

(4)

Based on the most recent SEC filing by BlackRock, Inc. on Schedule 13G/A dated February 1, 2022.2023. Of the total shares shown, the nature of beneficial ownership is as follows: sole voting power, 5,150,4235,636,615, shares; shared voting power, zero shares; sole dispositive power, 5,886,2536,285,384 shares; and shared dispositive power, zero shares. The Company makes no representation as to the accuracy of the information reported in such beneficial ownership reports.

(4)

Based on the most recent SEC filing by T. Rowe Price Investment Management, Inc.on Schedule 13G dated February 14, 2023. Of the total shares shown, the nature of beneficial ownership is as follows: sole voting power, 2,077,176 shares; shared voting power, zero shares; sole dispositive power, 5,228,456 shares; and shared dispositive power, zero shares. The Company makes no representation as to the accuracy of the information reported in such beneficial ownership reports.

 

42

J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

41

---

 

 

Compensation Discussion and Analysis

 

 

Introduction

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 2021.2022. 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 People and Human Resources

Nicholas Hobbs– Chief Operating Officer, President of Contract Services, and Executive Vice President

Darren Field – President of Intermodal and Executive Vice President

●	John N. Roberts, III – Chief Executive Officer

●	John Kuhlow – Chief Financial Officer, Chief Accounting Officer, and Executive Vice President

●	Shelley Simpson – President

●	Nicholas Hobbs – Chief Operating Officer, President of Contract Services, and Executive Vice President

●	Darren Field – President of Intermodal and Executive Vice President

 

The Executive Compensation Committee (the Compensation Committee) operates under a written charter adopted by the Board, a copy of which is available on the “Corporate Governance” page of the “Corporate Responsibility” section of the Company’s website at jbhunt.com. In carrying out its responsibilities, the Compensation Committee, among other things:

 

●	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” and “say-on-pay” frequency proposals 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.

J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

43

---

Executive Compensation

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 the other executive officers who report directly to him.officers. Additionally, the Chairman of the Board, the Chief Executive Officer, President, 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.

 

42	J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

---

At our 20212022 Annual Meeting, the stockholders approved, on an advisory basis, the compensation of the named executive officers (96.8% of votes cast). The Compensation Committee believes this level of stockholder support reflects a strong endorsement of the Company’s compensation policies and decisions. The Compensation Committee has considered the results of the last advisory vote on executive compensation in determining the Company’s compensation policies and decisions for 20222023 and has determined that these policies and decisions are appropriate and in the best interests of the Company and its stockholders at this time. In addition,Previously, at our 2017 Annual Meeting, the stockholders voted for approval of a frequency of holding advisory votes every year with respect to named executive officer compensation (93.4% of votes cast). Accordingly, an advisoryThis nonbinding vote on frequency is required at least once every six years. Accordingly, advisory votes on both executive compensation hasand the frequency of holding future advisory votes have been included as Proposal Number Two and Proposal Number Three, respectively, within this Proxy Statement.

 

In 2021,2022, the Compensation Committee engaged Meridian Compensation Partners, LLC (Meridian) to review the Company’s executive compensation policies and practices. Meridian was also directed to assist with the development of a comparable peer group for executive compensation purposes and to benchmark compensation levels for the NEOs. Meridian is retained by, and reports to, the Compensation Committee to provide compensation analyses and consultation at the Committee’s request, and Meridian participated in all of the regularly scheduled Compensation Committee meetings in 2021.2022. The Committee has assessed the independence of Meridian pursuant to applicable SEC and NASDAQ rules and concluded that Meridian’s work for the Committee does not raise any conflict of interest.

 

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 year. In addition, during this and other regularly scheduled meetings throughout the year, the Compensation Committee meets to:

 

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.

●	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 executive officers’ 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.

 

44	J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

---

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.

 

J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

43

---

Executive Compensation

The overall compensation philosophy of the Compensation Committee and management is guided by the following principles:

 

•●

Compensation levels should be sufficiently competitive to attract and retain key talent. The Company aims to attract, motivate, and retain high-performance talent to achieve and maintain a leading position in our industry. Our total compensation package should be sufficientlystrongly competitive to attractwith other transportation and retain key talent. The Company aims to attract, motivate, and retain high-performance talent to achieve and maintain a leading position in our industry. Our total compensation package should be strongly competitive with other transportation and logistics companies.

•●

Compensation should relate directly to performance and responsibility. Total compensation should be tied to and vary with performance and responsibility, both at the Company and individual level, in achieving financial, operational, and strategic objectives. Differentiated pay for high-performing individuals should be proportional to their contributions to the Company’s success.

●

Short-term incentive compensation should constitute a significant portion of total executive compensation. A large portion of total compensation should be tied to and vary with performance, and therefore at risk, as position and responsibility both atincrease. Individuals with greater roles and the Companyability to directly impact strategic direction and individual level, in achieving financial, operational, and strategic objectives. Differentiated pay for high-performing individualslong-term results should be proportional to their contributions tobear a greater proportion of the Company’s success.risk.

•

Short-term incentive compensation should constitute a significant portion of total executive compensation. A large portion of total compensation should be tied to 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 proportion of the risk.

•●

Long-term incentive compensation, the Company’s Management Incentive Plan (the MIP), should be closely aligned with stockholders’ interests. Awards of long-term compensation encourage executive officers 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 to focus on the Company’s long-range growth and development and incent them to manage from the perspective of stockholders with a meaningful stakelong-term career orientation. Participants in the MIP are expected to own Company as well as to focus on long-term career orientation. Participantsstock. The expectations are discussed in this CD&A under the MIP are expected to own Company stock. The expectations are discussed in this CD&A under the caption “Stock Ownership Guidelines.”

J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

45

---

Executive Compensation

 

The Company’s executive compensation program is designed to reward the achievement of initiatives regarding growth, productivity, and people, including:

 

setting, implementing, and communicating strategies, goals, and objectives to ensure that the Company grows revenue and earnings at rates that are comparable to or greater than those of our peers and that create value for our stockholders,

motivating and exhibiting leadership that aligns the interests of our employees with those of our stockholders,

developing a grasp of the competitive environment and taking steps to position the Company for growth and as a competitive force in the industry,

constantly renewing the Company’s business model and seeking strategic opportunities that benefit the Company and its stockholders, and

implementing a discipline of compliance and focusing on the highest standards of professional conduct.

44 ●	J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement setting, implementing, and communicating strategies, goals, and objectives to ensure that the Company grows revenue and earnings at rates that are comparable to or greater than those of our peers and that create value for our stockholders,

---

●	Executive Compensation motivating and exhibiting leadership that aligns the interests of our employees with those of our stockholders,

●	developing a grasp of the competitive environment and taking steps to position the Company for growth and as a competitive force in the industry,

●	constantly renewing the Company’s business model and seeking strategic opportunities that benefit the Company and its stockholders, and

●	implementing a discipline of compliance and focusing on the highest standards of professional conduct.

 

PROCESS OF SETTING COMPENSATION

Process of Setting Compensation

 

Benchmarking Against a Peer Group

The Compensation Committee engaged Meridian to perform a competitive market assessment for the NEOs to evaluate base salary, target annual incentives, target total cash compensation, long-term incentives, and total direct compensation.

 

The assessment involved the use of a peer group, as noted below, consisting of 14 transportation and logistics companies in the national marketplace as well as companies of comparable size, complexity of operations, or similar customer base. This peer group was updated in 2022. These companies represent both business competition and the most relevant labor market for our executives.

 

C.H. Robinson Worldwide, Inc.	CSX Corporation	Expeditors Int’l of Washington, Inc.
Hub Group, Inc.	Kansas City Southern	Knight-Swift Transportation Holdings, Inc.
Norfolk Southern Corporation
Old Dominion Freight Line, Inc.	Republic Services Inc.
Ryder System, Inc.
Schneider National Inc.	Stericycle Inc.	Union Pacific Corporation
Waste Management Inc.	XPO, Logistics Inc.

 

No changes were madeFor 2022, Union Pacific Corporation was added to the group because it was identified as being consistent with our peer group in 2021.criteria. Kansas City Southern was removed due to the pending acquisition of Kansas City Southern by Canadian Pacific Railway Limited.

 

Compensation Analysis Tools

In addition to the competitive compensation survey information for each officer that was compiled, the Compensation Committee also reviewed historical executive compensation. The Compensation Committee anticipates that pertinent compensation information will continue to be developed and enhanced to allow the Committee to perform the most relevant analyses practicable.

46	J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

---

Executive Compensation

 

Our objective for total executive compensation is to target a competitive range around the 50th percentile of the peer group. We believe that a sizeable portion of overall compensation should be at risk and tied to stockholder value. Historically, our bonuses have been tied to operating income, earnings before taxes (EBT), revenue, earnings per share (EPS), or other identified metrics. As performance against these metrics increases, so do executive bonuses. Long-term incentives are used as tools to reward executives for current and future performance, to encourage an executive to remain with the Company, and to align the executive’s interests with those of our stockholders. As part of our long-term incentive strategy, executives are expected to maintain stock ownership values as a multiple of their base salaries. Long-term incentives for NEOs are performance-based. While certain components of compensation are directly tied to the Company’s reported financial performance, sufficient accounting and operational controls are in place and tested effectively to ensure that the Company’s compensation practices and policies, including those for nonexecutives, are not reasonably likely to have a material adverse effect on the Company.

 

Our Company has a 401(k) plan that assists participants in providing for retirement. The Company contributes to each NEO’s account per year based on the NEO’s voluntary contribution amount. The accumulated value in unvested equity-based awards and stock owned currently is critical to each executive’s ability to adequately provide for his or her retirement.

 

J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

45

---

Executive Compensation

Long-Term Compensation Analyses and Policies

With respect to long-term, equity-based awards, the Company maintains the MIP. The MIP was originally adopted and approved by the Board on March 17, 1989, and an amended and restated MIP was subsequently approved by the stockholders on May 11, 1995. The MIP has been amended and restated a number of times since its adoption, and all amendments requiring approval of the stockholders have been approved, with the last approval occurring at our Annual Meeting of Stockholders held in 2017. Currently,As of December 31, 2022, there arewere 44 million shares of common stock authorized for issuance under the MIP, of which approximately 4.64.2 million shares arewere available for future equity-based awards.

 

Performance-based restricted share units, time-vested restricted share units, and stock options of the Company may be granted under the MIP in an effort to link future compensation to the long-term financial success of the Company. These equity-based awards are granted to executive officers, including the NEOs, and other key employees and are intended to attract and retain employees, to provide incentives to enhance job performance, and to enable those persons to participate in the long-term success and growth of the Company through an equity interest in the Company.

 

The Company does not have a formal policy, but has an established practice described below, with respect to the granting of any form of equity compensation. The Company does not have a policy or practice of either timing equity-based compensation grants to current or new executive officers, or timing the release of material, nonpublic information to affect the value of executive compensation. Recommendations for all Section 16 filers, except for the Chairman of the Board and the Chief Executive Officer, are presented to the Compensation Committee by the Chief Executive Officer. The Chairman of the Board recommends to the Compensation Committee the award for the Chief Executive Officer. The Compensation Committee approves or adjusts the award using the above tools for all Section 16 filers, except for the Chairman of the Board and the Chief Executive Officer. The awards for the Chairman of the Board and Chief Executive Officer are recommended by the Compensation Committee and submitted for final approval to the Company’s independent Board members. This process occurs during our first-quarter Board and Committee meetings in late January of each year to better coincide with the reporting of annual financial and operating results. We consider this our annual award date. In 2021,2022, annual award grants totaling 413,137313,127 units were made on January 21,20, the date of the first-quarter Board meeting of 2021.2022. Grants have been made in months other than the annual award dates on a very limited basis. The limited exceptions to this grant-date practice have included, for example, the hiring of a key employee or the promotion of an employee tointo a stock-eligible position.

 

The Compensation Committee typically grants performance-based restricted share units to the NEOs of the Company. Each grant typically vests incrementally over a vesting schedule ranging from two to ten years, subject to service and performance conditions. Each portion that vests in a particular year, or each tranche, of performance-based awards is contingent on the Company’s attainment of predetermined performance goals established by the Compensation Committee. Historically, the Compensation Committee has predominantly set operating income targets for each tranche of performance-based restricted share units granted to NEOs. Therefore, while an NEO may receive a grant that vests over a period of years, the operating income performance goal must be met for each tranche in order for the NEO to receive the full value of the grant. Failure to meet the operating income goal for any tranche would cause that portion of the total grant to be forfeited by the NEO.

46

J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

47

---

 

Executive Compensation

In 2020, the Compensation Committee expanded the performance conditions placed on the NEO restricted share unit awards granted. Three-fourths of the annual NEO restricted share units awarded are subject to future annual operating income targets with incremental vesting, consistent with past awards, while the remaining one-fourth are contingent on two additional metrics measured cumulatively over three years with single cliff vesting at the end of the three-year performance period. One-half of the three-year cliff vesting portion (one-eighth of the total award) is contingent on the Company’s attainment of a predetermined range of future earnings before interest, taxes, depreciation, and amortization (EBITDA) targets. The vesting range requires a minimum threshold of EBITDA to be met before any vesting occurs. Depending on the extent to which actual EBITDA exceeds the minimum threshold of the range, the ultimate vesting of the awards can range from 0% to 150% of the original units granted. The remaining one-eighth portion of the total annual award is contingent on the Company’s attainment of a targeted three-year return on invested capital (ROIC) relative to the ROIC consistently calculated for the same reporting periods for each company included in the following additional independent peer group of 13 transportation and logistics companies in the national marketplace:

C.H. Robinson Worldwide, Inc.	CSX Corporation	Expeditors Int’l of Washington, Inc.
Forward Air Corporation	Hub Group, Inc.	Kansas City Southern
Knight-Swift Transportation Holdings, Inc.	Landstar System, Inc.	Norfolk Southern Corporation
Old Dominion Freight Line, Inc.	Ryder System, Inc.	Schneider National Inc.
XPO Logistics Inc.

Depending on which level of ROIC is obtained, the ultimate vesting of the awards can range from 0% to 200% of the original units granted. Consistent with prior grants, all performance criteria used within the awards were established by the Compensation Committee. The Compensation Committee intends to continue to evaluate expansion of equity-based awards subject to these performance conditions in the future.

---

---

The Compensation Committee believes that restricted share units are currently more effective than stock options in achieving the Company’s compensation objectives, as these grants are subject to less market volatility and are less dilutive to stockholders. NEOs realize immediate value as restricted share units vest, with such value increasing as the Company’s stock performance increases. Cash dividends are not paid and there are no voting rights on unvested restricted share units.

J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

47

---

Executive Compensation

 

 

As stated above, the Company does not have a policy or practice of timing the grant of equity-based awards and the release of material, nonpublic information in a manner that would affect compensation for new or current executive officers, nor has it deliberately or knowingly done so. In the event that material, nonpublic information becomes known to the Compensation Committee, the Company, or its employees at a time when such information could affect or otherwise impact the imminent grant of equity-based compensation, management and the Compensation Committee will take the existence of such information under advisement and determine whether to delay the grant of such equity-based compensation to a later date to avoid the appearance of any impropriety.

 

Deductibility of Compensation and Other Regulatory Considerations

Section162(m)

Section 162(m) of the Internal Revenue Code, as amended (the Code), places a limit of $1 million on the amount of compensation the Company may deduct for federal income tax purposes in any one year with respect to the Company’s Chief Executive Officer, the Chief Financial Officer, and the next three most highly compensated executive officers whose compensation is required to be disclosed in the Company’s annual Proxy Statement (the Covered Employees).

 

In reviewing the effectiveness of the Company’s compensation program, the Compensation Committee considers the anticipated tax treatment to the Company and to its executives of various payments and benefits. Additionally, the deductibility of certain compensation payments depends upon the timing of an executive’s vesting or exercise of previously granted awards, as well as interpretations and changes in the tax laws and other factors beyond the Compensation Committee’s control. For these and other reasons, including the need to maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals, the Compensation Committee will not necessarily, nor in all circumstances, limit executive compensation to that which is deductible under the Code. The Company has not adopted a policy requiring all compensation to be deductible.

 

In 2021,2022, the following compensation paid was not deductible by the Company:

 

John N. Roberts, III	$6,618,65610,483,310
John Kuhlow	168,185 1,233,852
Shelley Simpson	3,367,507 4,831,138
Nicholas Hobbs	2,853,844 4,794,405
Darren Field	1,671,038

 

Derivative Trading, Hedging, and Trading Plans

The Company has a policy that prohibits directors, officers, and other covered employees from engaging in short sales or in transactions involving derivatives based on the Company’s common stock, such as option contracts, straddles, collars, hedges, and writing puts or calls. In addition, the Company’s policy requires that directors, officers, and other covered employees must inform the Office of the Chief Financial Officer before buying or selling any beneficially owned common stock of the Company or entering into a trading plan under the SEC’s Rule 10b5-1.

 

48	J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

---

 

Executive Compensation

 

 

Stock Pledging

On January 20, 2022, the Company adopted a formal policy regarding the pledging of shares by our directors and officers. Under this policy, directors and officers are prohibited from holding shares of Company stock in a margin account, but may pledge Company stock as collateral for a loan (but not margin debt), provided that:

 

His or her ownership of Company stock, excluding any shares pledged or proposed to be pledged, meets and continues to meet the Company’s stock ownership guidelines applicable to the pledging director or officer during the period in which such shares are pledged as security; and

The amount of the financial obligation secured by the pledged shares is disclosed in the Company’s proxy statement for its next annual meeting of stockholders and in each succeeding annual proxy statement while the shares are pledged. See “Security of Ownership of Management” on page 26 of this Proxy Statement.

●	His or her ownership of Company stock, excluding any shares pledged or proposed to be pledged, meets and continues to meet the Company’s stock ownership guidelines applicable to the pledging director or officer during the period in which such shares are pledged as security, and

●

The amount of the financial obligation secured by the pledged shares is disclosed in the Company’s proxy statement for its next annual meeting of stockholders and in each succeeding annual proxy statement while the shares are pledged. See “Security Ownership of Management” on page 26 of this Proxy Statement.

 

If a director or officer wishes to execute any new pledge of shares, or pledge of additional shares, of Company stock as collateral for a loan, a request for approval must be submitted to the Corporate Governance Committee at least three weeks prior to the proposed pledge. However, pre-approvalapproval by the Corporate Governance Committee is not required for any shares pledged prior to January 20, 2022 or future pledges made upon a renewal of a financial obligation secured by shares that were pledged prior to January 20, 2022, or previously approved by the Corporate Governance Committee, unless additional shares are proposed to be pledged in connection with such renewal. The Corporate Governance Committee will annually review any pledges of the Company’s common stock by directors and officers to assess whether the conditions described above continue to be met and whether such pledges pose any unnecessary risks to the Company.

 

Stock Ownership Guidelines

To motivate the Company’s officers and senior management to emulate its stockholders, the Company expects its management to own Company stock at levels described in the table shown below within five to eight years of accepting the relevant position.

 

Stock ownership is defined as stock owned:

 

directly or indirectly, and/or

through the Company’s 401(k) Employee Retirement Plan.

●	directly or indirectly, and/or

●	through the Company’s 401(k) Employee Retirement Plan.

 

Position	Ownership Multiple of Base Salary
Chief Executive Officer	6 times
President	6 times
Executive Vice Presidents	3.5 times
Senior Vice Presidents	2.75 times
Vice Presidents	2.5 times

 

The Compensation Committee has determined that as of the most recent annual award date, all of the Company’s officers and members of senior management covered by these guidelines had met their ownership goals or were within the permitted period of time to meet such goals.

 

J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

49

49

---

 

Executive Compensation

 

 

Stock Retention Policy

In addition to the stock ownership guidelines indicated above, the Company expects all shares obtained by an NEO from the vesting or exercise of restricted share units and stock options to be retained until the established ownership levels have been achieved. The Company does not have any other stock retention policy.

 

Recovery of Awards

The Company does not have a policy, other than required by law, requiring replacement of awards or payments as a result of an officer’s illegal transactions or restatements. However, the Compensation Committee has formally adopted and explicitly communicated the “clawback” provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act with regard to annual cash bonus awards paid to the Company’s executive officers. With regard to equity-based awards, the MIP gives the Company broad discretion to reduce, cancel, seek to forfeit, or recoup any Plan participant’s awards upon the breach of any agreement with or obligation to the Company, violation of any Company policy or procedure, or engagement in conduct that is otherwise detrimental to the business or reputation of the Company. Since becoming a public company in 1983, the Company has had no illegal actions by its officers or restatements of financial information.

 

Summary

The Company intends to continue its practice of compensating its executives through programs that emphasize performance. To that end, executive compensation is tied directly to the performance of the Company and is structured to ensure that, due to the nature of the business and the degree of competitiveness for executive talent, there is an appropriate balance between:

 

base salary and incentive compensation,

short-term and long-term compensation, and

cash and noncash compensation.

●	base salary and incentive compensation,

●	short-term and long-term compensation, and

●	cash and noncash compensation.

 

Each is determined and measured by:

 

competitive compensation data,

financial, operational, and strategic goals,

long-term and short-term performance of the Company compared with its peer group, and

individual contribution to the success of the Company.

●	competitive compensation data,

●	financial, operational, and strategic goals,

●	long-term and short-term performance of the Company compared with its peer group, and

●	individual contribution to the success of the Company.

 

The Committee also reviewed its compensation strategy in general and specific components of total direct compensation and determined that none of the Company’s compensation programs, individually or as a whole, would create risks that are reasonably likely to have a material adverse effect on the Company. The Committee presented its review and conclusion to the entire Board.

 

50	J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

---

 

Executive Compensation

 

 

2021 Compensation

2022 COMPENSATION

 

Elements of Compensation

The Company’s primary compensation components are summarized below. Generally, the Company’s compensation program consists of an annual base salary, short-term cash incentive awards, and an annual long-term, equity-based award. Primary benefits for executives include participation in the Company’s 401(k) plan, health, dental, and vision plans, and various insurance plans, including disability and life insurance, all of which are available to all employees on a nondiscriminatory basis. The Company provides limited perquisites to executive officers and other key employees as described in more detail on page 5759 under the section titled “Other Perquisites.”

 

Total direct compensation for executive officers, including the NEOs, consists of one or more of the following components:

 

base salary,

annual performance-based incentive cash bonus awards,

long-term incentive/equity-based compensation,

health and welfare benefits, and

other benefits.

●	base salary,

●	annual performance-based incentive cash bonus awards,

●	long-term incentive/equity-based compensation,

●	health and welfare benefits, and

●	other benefits.

 

The table below provides a summary of the description and purpose of each component of our incentive compensation.

 

Incentive Compensation Component	Description	Purpose
Company Bonus Plan (Cash)	Annual bonus plan based on operating income, with bonus payouts calculated as a percentage of base salary	To encourage individuals with greater roles and the abilities to directly impact strategic direction and long-term results
Performance Growth Incentive Plan (Cash)	Annual bonus plan that uses a blended bonus calculation requiring the minimum threshold of both net revenue growth and EBT to be met before payout occurs
Performance-Based Units – Operating Income (Equity)	Awards of restricted share units that are subject to future annual operating income targets with incremental vesting	To encourage executive officers 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 to focus on long-term career orientation
Performance-Based Units – EBITDA (Equity)	Awards of restricted share units that are contingent on the Company’s attainment of a predetermined matrix of future earnings before interest, taxes, depreciation, and amortization (EBITDA) targets based on EBITDA compound annual growth rates
Performance-Based Units – Relative ROIC (Equity)	Awards of restricted share units that are contingent on the Company’s attainment of a targeted three-year return on invested capital (ROIC) relative to the ROIC consistently calculated for the same reporting periods for companies included in an independent peer group

 

J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

51

51

---

 

Executive Compensation

 

 

The Compensation Committee, with recommendations from management, works to create what it believes is the best mix of these components in delivering total direct compensation. In determining annual compensation, the Compensation Committee reviews all elements of compensation separately and in the aggregate. These compensation components are comparable to those of the Company’s competitors and peer group.

 

In its review of executive compensation, and, in particular, in determining the amount and form of incentive awards discussed below, the Compensation Committee generally considers several factors. Among these factors are:

 

market information with respect to cash and long-term compensation for its peer group,

amounts paid to the executive officer in prior years as salary,

annual bonus and other compensation,

the officer’s responsibilities and performance during the calendar year, and

the Company’s overall performance during prior calendar years and its future objectives and challenges.

●	market information with respect to cash and long-term compensation for its peer group,

●	amounts paid to the executive officer in prior years as salary,

●	annual bonus and other compensation,

●	the officer’s responsibilities and performance during the calendar year, and

●	the Company’s overall performance during prior calendar years and its future objectives and challenges.

 

Cash compensation for our NEOs varies as the operating income of the Company changes or with the growth of the combination of revenue and EBT, due to the nature of our bonus plans described below. Grants of performance-based restricted share units are typically made annually.

 

It has been the policy of the Company to put a significant portion of the executive’s compensation at risk. This is accomplished by our cash bonus plans, which are directly tied to operating income, revenue, and EBT growth and the issuance of performance-based restricted share units. Equity-based awards from the MIP vest over a time period usually from two to ten years. These awards are subject to forfeiture if the employee leaves the Company. Furthermore, the future vesting of performance-based equity awards is contingent on the Company’s attainment of predetermined performance metrics established by the Committee. The Committee and management believe that the proportion of compensation at risk should rise as the employee’s level of responsibility increases.

 

The Compensation Committee does not rely solely on predetermined formulas or a limited set of criteria when it evaluates the individual performances of the NEOs. The Compensation Committee considers actual results against pre-established goals and also bases its compensation decisions for the NEOs on:

 

leadership,

the execution of business plans,

strategic results,

operating results,

growth in operating income, revenue and EBT, or other identified metrics,

size and complexity of the business,

experience,

strengthening of competitive position,

analysis of competitive compensation practices, and

assessment of the Company’s performance.

●	leadership,

●	the execution of business plans,

●	strategic results,

●	operating results,

●	growth in operating income, revenue and EBT, or other identified metrics,

●	size and complexity of the business,

●	experience,

●	strengthening of competitive position,

●	analysis of competitive compensation practices, and

●	assessment of the Company’s performance.

 

Where possible, the above criteria were compared with the peer group selected as well as the Chief Executive Officer’s and the President’s input for histheir direct reports and the Chairman of the Board’s input for the Chief Executive Officer.

 

52	J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

---

 

Executive Compensation

 

 

Base Salary

The Compensation Committee believes that competitive levels of cash compensation, together with equity-based and other incentive programs, are necessary for motivating and retaining the Company’s executives. Salaries provide executives with a base level of monthly income and help achieve the objectives outlined above by attracting and retaining strong talent. Base salaries are evaluated annually for all executive officers, including the Chief Executive Officer. Generally, base salaries are not directly related to specific measures of corporate performance, but are determined by the relevance of experience, the scope and complexity of the position, current job responsibilities, retention, and relative salaries of the peer group members. The Compensation Committee generally approves annual increases in base salaries but may elect not to increase an executive officer’s annual salary and has so elected in prior years. However, ifIf warranted, the Compensation Committee may increaseapprove other increases in base salary where an executive officer takes on added responsibilities or is promoted.

 

In January 20212022 and 2022,2023, the Compensation Committee reviewed each NEO’s base salary and the independent Board members reviewed the Chief Executive Officer’s base salary. After applying the aforementioned guidelines, the independent Board members approved the salary increasesincrease listed below for John N. Roberts, III, and the Compensation Committee approved the salary increases listed below for the remaining NEOs.

 

		2020 Salary ($)				2021 Salary ($)				Increase For 2021 (%)				2022 Salary ($)				Increase For 2022 (%)			2021 Salary ($)	2022 Salary ($)	Increase For 2022 (%)	2023 Salary ($)	Increase For 2023 (%)
John N. Roberts, III			915,000				940,000				2.7				980,000				4.3		940,000	980,000	4.3	1,000,000	2.0
John Kuhlow			222,000				400,000				80.2				475,000				18.8		400,000	475,000	18.8	525,000	10.5
Shelley Simpson(1)			540,000				600,000				11.1				625,000				4.2		600,000	725,000	20.8	800,000	10.3
Nicholas Hobbs			540,000				600,000				11.1				625,000				4.2		600,000	625,000	4.2	675,000	8.0
Darren Field			400,000				450,000				12.5				525,000				16.7		450,000	525,000	16.7	575,000	9.5

 

(1) In August 2022, Shelley Simpson was promoted to President and her salary was increased from $625,000 to $725,000.

 

Annual Bonus Awards

The Company has in place a bonus plan tied to operating income (company bonus plan). Operating income is deemed an appropriate metric to determine operational efficiency and removes uncontrollable effects of change in income tax law. The Compensation Committee has also establishedutilized a second bonus plan, referred to as the Performance Growth Incentive (PGI) plan, which was tied to year-over-year revenue growth and EBT. When management presents its budget for the year, the Compensation Committee establishes separate matrices of reported results with corresponding bonus payout levels for each of the cash bonus plans. These forecasted revenue and earnings results are based on customer freight trends, strategies for growth and controlling costs, and corporate strategies to maximize stockholder return. Once presented to the Board, the financial budget and bonus plan matrices remain fixed, though management continually reforecasts expectations based on actual results and on changing facts and assumptions. Changes in uncontrollable factors such as general economic conditions, railroad or port authority service issues, or rapidly fluctuating fuel costs can have a significant impact on the Company’s actual financial results. Therefore, as the Company performs against the original budget, the executives’ bonus performs against the pre-established matrices.

 

J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

53

53

---

 

Executive Compensation

 

 

Annual Bonus Payouts

For 2021,2022, the company bonus plan was based on annual reported operating income and consisted of a single payout to be made in January 20222023 based on the full year 20212022 operating income matrix approved by the Compensation Committee. The established matrix consisted of operating income ranging from $750 million$1.12 billion to $1.02$1.36 billion, translating to annual bonus payout percentages ranging from 5%15% to 65%60% of an executive’s base salary.

 

The 20212022 annual bonus payout targets compared with actual reported operating income and actual payout percentages were as follows:

 

	Operating Income ($) (millions)					Bonus Payout % of Salary
Period	Min.	Target	Max.	Reported		Min.	Target	Max.	Actual
Annual	750	850	1,020	1,046		5	10	65	65

	Operating Income ($) (millions)					Bonus Payout % of Salary
Period	Min.	Target	Max.	Reported		Min.	Target	Max.	Actual
Annual	1,124	1,286	1,359	1,332		15.0	46.5	60.0	54.0

 

Actual earned bonus amounts for each NEO under the company plan are as follows:

 

	Total Annual ($)
John N. Roberts, III	611,000529,200
John Kuhlow	260,000256,500
Shelley Simpson	390,000391,500
Nicholas Hobbs	390,000337,500
Darren Field	292,500283,500

 

For 2021,2022, the PGI bonus plan was based on a targeted annual operating revenue excluding fuel surcharges (net revenue) growth rate and annual reported EBT growth rate and also utilized a single payout in January 2022,2023, after full year financial results were publicly reported. For 2021,2022, the established PGI matrices consisted of a net revenue growth rate ranging from 8%10% to 15% and EBT growth rate ranging from 12% to 22%24%. These ranges translate into annual bonus payouts ranging from 75% to 125% of the Chief Executive Officer’s and the President’s base salarysalaries and 50% to 100% of all other NEOs’ base salaries. The 20212022 goals for the PGI were designed to align participants with achievement of profitable growth outcomes. In August 2022, Shelley Simpson was promoted to President and her eligible bonus under the PGI bonus plan was prorated between the two aforementioned payouts accordingly.

54	J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

---

Executive Compensation

 

The 20212022 annual PGI bonus payout targets compared with actual reported results and actual payouts were as follows:

 

	Net Revenue / EBT Growth %					Bonus Payout % of Salary
Period	Min.	Target	Max.	Reported		Min.	Target	Max.	Actual
Annual – President and CEO	8.0 / 12.0	12.0 / 18.0	15.0 / 22.0	22.9 / 50.1		75	100	125	125
Annual – All other NEOs	8.0 / 12.0	12.0 / 18.0	15.0 / 22.0	22.9 / 50.1		50	75	100	100

54	J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

---

Executive Compensation

	Net Revenue / EBT Growth %					Bonus Payout % of Salary
Period	Min.	Target	Max.	Reported		Min.	Target	Max.	Actual
Annual – CEO and President	10.0 / 12.0	12.0 / 18.0	15.0 / 24.0	13.4 / 28.1		75.0	100.0	125.0	112.5
Annual – All other NEOs	10.0 / 12.0	12.0 / 18.0	15.0 / 24.0	13.4 / 28.1		50.0	75.0	100.0	87.5

 

 

Actual earned bonus amounts for each NEO under the PGI plan are as follows:

 

	Total Annual ($)
John N. Roberts, III	1,175,0001,102,500
John Kuhlow	400,000415,625
Shelley Simpson	600,000659,529
Nicholas Hobbs	600,000546,875
Darren Field	450,000459,375

 

Long-Term, Equity-Based Award

Each executive is eligible to receive a long-term incentive award of performance-based restricted share units. Performance-based restricted share units are intended to help achieve the objectives of the compensation program, including the retention of high-performing and experienced talent, a career orientation, and strong alignment with stockholders’ interests. The performance-based restricted share units are awarded and settled from shares reserved for issuance under the MIP. The Compensation Committee approves or adjusts the award based on the above criteria for all Section16 filers who are employees of the Company.NEOs. The awards for the Company’s Chairman of the Board and Chief Executive Officer are presented for final approval to the Company’s independent Board members. The Compensation Committee believes that performance-based restricted share units must be sufficient in size to provide a strong, long-term performance and retention incentive for executives and to increase their vested interest in the Company. Performance-based restricted share units are used as long-term incentives because they are less dilutive to shares outstanding and to profits. Performance-based restricted share units generally vest over a time period ranging from two to ten years.

 

For 2022, the Compensation Committee granted two types of performance-based restricted share units to the NEOs of the Company: those based on operating income and those based on ROIC/EBITDA. Three-fourths of the annual NEO restricted share units awarded are subject to future annual operating income targets with incremental vesting, consistent with past awards, while the remaining one-fourth are contingent on two additional metrics measured cumulatively over three years with single cliff vesting at the end of the three-year performance period.

For grants based on operating income, each grant typically vests incrementally over a vesting schedule ranging from two to ten years, subject to service and performance conditions. Each portion that vests in a particular year, or each tranche, of performance-based awards is contingent on the Company’s attainment of predetermined performance goals established by the Compensation Committee. Historically, the Compensation Committee has predominantly set operating income targets for each tranche of performance-based restricted share units granted to NEOs. Therefore, while an NEO may receive a grant that vests over a period of years, the operating income performance goal must be met for each tranche in order for the NEO to receive the full value of the grant. Failure to meet the operating income goal for any tranche would cause that portion of the total grant to be forfeited by the NEO.

J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

55

---

Executive Compensation

For grants based on ROIC/EBITDA, one-half of the three-year cliff vesting portion (one-eighth of the total award) is contingent on the Company’s attainment of a predetermined range of future earnings before interest, taxes, depreciation, and amortization (EBITDA) targets. The vesting range requires a minimum threshold of EBITDA to be met before any vesting occurs. Depending on the extent to which actual EBITDA exceeds the minimum threshold of the range, the ultimate vesting of the awards can range from 0% to 150% of the original units granted. The remaining one-eighth portion of the total annual award is contingent on the Company’s attainment of a targeted three-year return on invested capital (ROIC) relative to the ROIC consistently calculated for the same reporting periods for each company included in the following additional independent peer group of 13 transportation and logistics companies in the national marketplace:

CH Robinson Worldwide, Inc.	CSX Corporation	Expeditors Int’l of Washington, Inc.
Forward Air Corporation	Hub Group, Inc.	Knight-Swift Transportation Holdings, Inc.
Landstar System, Inc.	Norfolk Southern Corporation	Old Dominion Freight Line, Inc.
Ryder System, Inc.	Schneider National Inc.	Union Pacific Corporation
XPO, Inc.

In January 2023, the Compensation Committee retroactively replaced Kansas City Southern with Union Pacific Corporation in the ROIC peer group above due to the pending acquisition of Kansas City Southern by Canadian Pacific Railway Limited.

Depending on which level of ROIC is obtained, the ultimate vesting of the awards can range from 0% to 200% of the original units granted. Consistent with prior grants, all performance criteria used within the awards were established by the Compensation Committee. The Compensation Committee intends to continue to evaluate expansion of equity-based awards subject to these performance conditions in the future.

56	J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

---

Executive Compensation

The Compensation Committee believes that restricted share units are currently more effective than stock options in achieving the Company’s compensation objectives, as these grants are subject to less market volatility and are less dilutive to stockholders. NEOs realize immediate value as restricted share units vest, with such value increasing as the Company’s stock performance increases. Cash dividends are not paid and there are no voting rights on unvested restricted share units.

In determining the number of performance-based restricted share unit grants for each NEO, the Compensation Committee reviewed peer market data provided by Meridian and a detailed analysis of each NEO’s vested and unvested stock holdings. In considering unvested stock holdings, the Committee reviewed a forecast of the timing of potential future restricted stock unit vesting for each NEO over the next ten years.

 

The Compensation Committee subjectively considered the following objectives (without any particular weighting) when determining the form and amount of performance-based restricted share units granted to NEOs in 2021:2022:

 

align NEOs’ long-term interests with those of the Company’s stockholders,

strengthen retention hooks for NEOs over the long term,

ensure competitiveness of NEOs’ total compensation opportunity through an emphasis on performance-based long-term stock compensation,

reinforce share holdings of NEOs,

align NEOs’ compensation with the Company’s long-term leadership succession planning initiatives, and

bolster the continuity of the entire management team through an upcoming period of critical strategic goals and milestones for the Company.

J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement ●

55 align NEOs’ long-term interests with those of the Company’s stockholders,

---

Executive Compensation ●

strengthen retention hooks for NEOs over the long term,

●	ensure competitiveness of NEOs’ total compensation opportunity through an emphasis on performance-based long-term stock compensation,

●	reinforce share holdings of NEOs,

●	align NEOs’ compensation with the Company’s long-term leadership succession planning initiatives, and

●	bolster the continuity of the entire management team through an upcoming period of critical strategic goals and milestones for the Company.

 

The Compensation Committee and/or independent directors approved the following performance-based and time-based restricted share unit grants, which are recorded based on target performance levels:

 

		Annual Operating Income Performance-Based Units (#)			Annual ROIC/EBITDA(1) Performance-Based Units (#)			Total Fair Value ($)		Annual Operating Income Performance- Based Units (#)	Annual ROIC/ EBITDA(1) Performance- Based Units (#)	Promotional Operating Income Performance Based Units (#)	Total Fair Value ($)
John N. Roberts, III		31,619			10,539			6,042,085		25,260	8,420	-	6,592,523
John Kuhlow		8,910			2,970			1,702,642		6,923	2,307	-	1,806,680
Shelley Simpson		10,692			3,564			2,043,170		8,420	2,806	28,880	7,080,985
Nicholas Hobbs		10,692			3,564			2,043,170		8,420	2,806	-	2,197,377
Darren Field		10,692			3,564			2,043,170		8,420	2,806	-	2,197,377

 

(1)	One-half of these annual restricted share units are based on ROIC targets, and another one-half are based on EBITDA targets, as further discussed in the Long-Term Compensation Analyses and Policies section of the CD&A on page 46.

(1) One-half of these annual restricted share units are based on ROIC targets and another one-half are based on EBITDA targets, as further discussed in this section above.

 

The fair value of the awards was based on a 2.70%2.33% discount from the Company’s closing stock price of $147.30$200.41 on January 21, 2021.20, 2022, except for Ms. Simpson’s promotional performance-based award, which was based on a 2.33% discount from the Company’s closing stock price of $173.13 on July 20, 2022. The discounts represent the present values of expected dividends to be paid on the Company’s common stock, using the current dividend rate and the risk-free interest rate, over the vesting period. The Company believes that these discounts are appropriate to value the restricted share units, as the units do not collect or accrue dividends until the awards vest and are settled with Company stock.

 

J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

57

---

Executive Compensation

The 20212022 NEO annual awards shown above vest in annual increments over four years, beginning January 31, 2022,2023, or cliff vest on March 31, 2025, while Ms. Simpson’s promotional performance-based award will vest in equal annual installments over a 10-year period with an initial vest on August 1, 2023 and subsequent vests on January 31 beginning in 2024, uponall subject to the Compensation Committee’s certification of the Company’s attainment of predetermined operating metrics established and approved by the Compensation Committee.metrics.

 

Deferred Compensation

The Company administers a Deferred Compensation Plan for certain of its officers. The employee participant may elect on an annual basis to defer part of his or her salary and/or annual bonus awards. This plan assists key employees in planning for retirement. The Company contributes nothing to the plan, and participants are not permitted to defer shares of Company stock.

 

Health and Welfare Benefits

The Company provides benefits such as medical, vision, life insurance, long-term disability coverage, and 401(k) plan opportunities to all eligible employees, including the NEOs. The Company provides up to $750,000 in life insurance coverage and up to $10,000 per month in long-term disability coverage. The value of these benefits is not required to be included in the Summary Compensation Table since they are available to all employees on a nondiscriminatory basis. The Company matches certain employee contributions to the 401(k) plan. The Company provides no postretirement medical or supplemental retirement benefits to its employees.

 

The Company also provides vacation, sick leave, and other paid holidays to employees, including the NEOs, that are comparable to those provided at other transportation companies. The Company’s commitment to provide employee benefits is due to our recognition that the health and well-being of our employees contributes directly to a productive and successful work life that produces better results for the Company and for its employees.

 

The Company may provide executive officers a taxable allowance of up to $5,000 per calendar year for an annual physical and ordinary and necessary travel, meals and lodging in connection with the physical. Alternatively, the Company may offer executive officers the opportunity to participate, on a voluntary basis, in an executive health program where the Company will pay the costs, up to $5,000 annually, related to a comprehensive health assessment to address the executive’s overall medical needs and assess health risks. This benefit is available only for actual expenses up to $5,000 incurred by the executive officer during the calendar year in which the benefit is provided.

 

56	J.B. HUNT TRANSPORT SERVICES, INC.     Personal BenefitsProxy Statement

---

Executive Compensation

 

Personal Benefits

The Company provides certain perquisites to management employees, including the NEOs, as summarized below.

 

Company Aircraft

The Company actively participates in shared ownership of aircraft services with NetJets. With the approval of the Chief Executive Officer, the NEOs and other management employees use Company aircraft services for business purposes. Personal use of Company aircraft services is provided to executive officers on a very limited basis and to other management employees in the event of emergency or other urgent situations. Also, at the discretion of NetJets, the personal account of an executive officer could be linked to the Company’s direct NetJets agreement to allow the individual to receive a discounted monthly management fee, at no incremental cost to the Company.

 

58	J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

---

Executive Compensation

Company Vehicles

The Company does not provide Company-owned cars to executives.

 

Other Perquisites

The Company provides executive officers a taxable allowance of up to $15,000 a year for financial counseling services, which may include legal, financial, estate and/or tax planning, and tax return preparation. This benefit is based on the actual cost of the services. The Company also provides country club and airline/rental car club memberships to certain of its executive officers. These memberships are valued based on the actual costs of the membership, including dues, regardless of whether use was personal or business. The Company also offers executive officers security services, available for primary and secondary residences, in the form of home security systems, monitoring services, or security consulting, the benefit of which is also based on the actual third-party cost or actual time spent and employment cost incurred. Each executive officer is also assigned an administrative assistant who, from time to time, may provide administrative support for personal matters of the executive officer, the benefit of which is based on the actual time spent and employment cost incurred. In addition, as with other members of senior management, executive officers may utilize tickets to entertainment or social events provided to the Company in connection with a corporate sponsorship or charitable contribution, at no incremental cost to the Company.

 

Severance Agreements

The Company does not have employment contracts or predetermined personal severance agreements with any of its executives. However, according to the terms of the awards granted under the previously mentioned MIP, all outstanding restricted share units are subject to accelerated or immediate vesting upon the occurrence of a double triggering event, which requires both a “change in control” and the NEO’s retirement, termination by the Company without cause, or resignation for good reason.

 

Generally, a “change in control” is deemed to occur when more than 30% of the outstanding shares of common stock of the Company change ownership in a transaction that is not a merger, reorganization, or consolidation, when the persons who constitute the Company’s incumbent board of directors cease to constitute a majority of the board, or upon the consummation of a merger, reorganization, consolidation, or similar form of corporate transaction involving the Company that requires the approval of the Company’s stockholders where more than 50% of the outstanding shares change ownership or a complete liquidation or dissolution of the Company or the sale or disposition of all or substantially all of the assets of the Company.

 

J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

5759

---

 

Executive Compensation

 

 

Summary Compensation

SUMMARY COMPENSATION

 

The following table summarizes the total compensation earned by or paid to the Chief Executive Officer, Chief Financial Officer, the next three most highly compensated executive officers of the Company who served in such capacities as of December 31, 2021,2022, for services rendered to the Company. These officers are referred to as the NEOs in this Proxy Statement.

 

Name and Principal Position	Year		Salary ($) (1)			Stock Awards ($) (2)			Option Awards ($)(2)			Non-Equity Incentive Plan Compensation ($)(1)			Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)			All Other Compensation ($)			Total ($)
John N. Roberts, III	2021		937,115			6,042,085			—			1,786,000			—			36,681			8,801,881
President and CEO	2020		912,115			6,507,402			—			—			—			33,855			7,453,372
	2019		892,542			5,563,165			—			—			—			132,542			6,588,249
John Kuhlow (3)	2021		400,000			1,702,642			—			660,000			—			10,400			2,773,042
CFO and EVP	2020		231,123			1,134,409			—			—			—			6,934			1,372,466
Shelley Simpson	2021		600,000			2,043,170			—			990,000			—			33,631			3,666,801
CCO, and EVP of People and HR	2020		541,500			2,780,603			—			—			—			27,341			3,349,444
	2019		521,784			1,991,710			—			—			—			27,517			2,541,011
Nicholas Hobbs	2021		600,000			2,043,170			—			990,000			—			28,212			3,661,382
COO, President of Contract Services,	2020		541,500			2,780,603			—			—			—			19,846			3,341,949
and EVP	2019		520,601			1,991,710			—			—			—			22,121			2,534,432
Darren Field (4)	2021		444,231			2,043,170			—			742,500			—			20,665			3,250,566
President of Intermodal and EVP	2020		387,308			2,116,211			—			—			—			25,523			2,529,042

Name and Principal Position	Year	Salary ($) (1)	Stock Awards ($) (2)	Option Awards ($) (2)	Non-Equity Incentive Plan Compensation ($) (1)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
John N. Roberts, III CEO	2022	975,385	6,592,523	—	1,631,700	—	40,847	9,240,455
	2021	937,115	6,042,085	—	1,786,000	—	36,681	8,801,881
	2020	912,115	6,507,402	—	—	—	33,855	7,453,372
John Kuhlow CFO, CAO, and EVP	2022	466,346	1,806,680	—	672,125	—	14,233	2,959,384
	2021	400,000	1,702,642	—	660,000	—	10,400	2,773,042
	2020	231,123	1,134,409	—	—	—	6,934	1,372,466
Shelley Simpson President	2022	660,577	7,080,985	—	1,051,029	—	24,468	8,817,059
	2021	600,000	2,043,170	—	990,000	—	33,631	3,666,801
	2020	541,500	2,780,603	—	—	—	27,341	3,349,444
Nicholas Hobbs COO, President of Contract Services, and EVP	2022	622,116	2,197,377	—	884,375	—	21,801	3,725,669
	2021	600,000	2,043,170	—	990,000	—	28,212	3,661,382
	2020	541,500	2,780,603	—	—	—	19,846	3,341,949
Darren Field President of Intermodal and EVP	2022	516,346	2,197,377	—	742,875	—	24,351	3,480,949
	2021	444,231	2,043,170	—	742,500	—	20,665	3,250,566
	2020	387,308	2,116,211	—	—	—	25,523	2,529,042

 

(1)

Non-equity incentive plan compensation (paid as a bonus) and salary amounts shown above are reported as gross earnings. Totals may include amounts transferred into the deferred compensation plan and/or into the Company’s 401(k) plan. All non-equity awards are reported in the year in which they are earned.

 

(2)

Amounts reflect grant date fair value of each individual’s specific award, which will be earned over the vesting period (two to ten years) and the achievement of operating income, EBITDA, or ROIC performance goals established by the Compensation Committee at the time of grant. No stock options were granted during 2022, 2021, 2020, or 2019.2020.

 

(3) 60

Mr. Kuhlow was named Chief Financial Officer and Executive Vice President in 2020.

(4)	Mr. Field was named President of Intermodal and Executive Vice President in 2020.

58	J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

---

 

Executive Compensation

 

 

Components of All Other Compensation for Calendar Year 20212022

Name		Perquisites and Other Personal Benefits ($)				Company Contributions to 401(k) Plan ($)				Restricted Share Units Accelerated Vesting ($)				Total ($)			Perquisites and Other Personal Benefits ($)	Company Contributions to 401(k) Plan ($)	Restricted Share Units Accelerated Vesting ($)	Total ($)
John N. Roberts, III			27,981				8,700				—				36,681		31,697	9,150	—	40,847
John Kuhlow			1,700				8,700				—				10,400		5,510	8,723	—	14,233
Shelley Simpson			24,931				8,700				—				33,631		15,318	9,150	—	24,468
Nicholas Hobbs			19,512				8,700				—				28,212		12,651	9,150	—	21,801
Darren Field			14,828				5,837				—				20,665		15,619	8,732	—	24,351

 

Components of Perquisites for Calendar Year 20212022

Name		Personal Administrative Support ($)				Security Services ($)				Personal Use of Company Plane ($) (1)				Legal and Accounting Fees ($)				Club Dues ($)				Total Perquisites and Other Personal Benefits ($)			Personal Administrative Support ($)	Security Services ($)	Personal Use of Company Plane ($) (1)	Legal and Accounting Fees ($)	Club Dues ($)	Total Perquisites and Other Personal Benefits ($)
John N. Roberts, III			4,398				2,285				—				10,000				11,298				27,981		3,659	1,759	—	15,000	11,279	31,697
John Kuhlow			—				—				—				1,700				—				1,700		—	298	—	—	5,212	5,510
Shelley Simpson			1,146				7,774				—				6,270				9,741				24,931		—	2,047	—	4,113	9,158	15,318
Nicholas Hobbs			—				—				—				10,000				9,512				19,512		—	181	1,800	—	10,670	12,651
Darren Field			—				—				—				2,381				12,447				14,828		1,879	—	1,092	835	11,813	15,619

 

(1)

The value of personal aircraft usage reported above is based on the Company’s actual invoiced amount from NetJets for the variable costs incurred on each trip. Since the Company’s aircraft is used primarily for business travel, this methodology excludes fixed costs that do not change based on usage, such as depreciation and management fees. In addition to the above, on certain occasions, an executive’s spouse or other family member may accompany the executive on a flight when such person is invited to attend the event for appropriate business purposes. No additional direct operating cost is incurred in such situations under the foregoing methodology; however, the value of personal use of Company aircraft is imputed for federal income tax purposes as income to the NEO. No NEONicholas Hobbs and Darren Field had such imputed income in 2021.2022. This value is calculated pursuant to Internal Revenue Service guidelines using Standard Industry Fare Level rates, which are determined by the U.S. Department of Transportation. Also, throughout 2021,2022, John N. Roberts, III maintained a personal account with NetJets that was linked to the Company’s direct NetJets agreement and allowed Mr. Roberts to receive a discounted monthly management fee, at no Incremental cost to the Company’s direct NetJets agreement and allowed Mr. Roberts to receive a discounted monthly management fee, at no Incremental cost to the Company.

 

J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

5961

---

 

Executive Compensation

 

 

Grants of Plan-Based Awards for 20212022

The following table reflects estimated possible payouts under equity and non-equity incentive plans to the NEOs during 2021.2022. The Company’s non-equity incentive-based awards are granted to the NEOs based upon pre-established performance goals set annually by the Compensation Committee with a performance period equal to the calendar year for which the performance goals are set. Equity-based awards are subject to performance periods ranging from one to three years, as further described on page 4655 under “Long-Term, Compensation Analyses and Policies.Equity-Based Award.”

 

The MIP is an annual plan consisting of equity-based awards only. The number of performance-based or time-based restricted share units awarded is measured based on the executive’s level of responsibility and other matters described on page 55 under “Long-Term, Equity-Based Award.” Dividends are not paid on unvested awards of performance-based or time-vested restricted share units.

 

In 2021,2022, NEOs were eligible to earn cash bonuses under the non-equity incentive award plans based on the Company’s operating income, revenue, and EBT for the calendar year. Please refer to page 5354 under “Annual Bonus Award” for further detail.

 

			Estimated Possible Payouts Under Non-Equity Incentive Awards									Estimated Future Payouts Under Equity Incentive Plan Awards									All Other Stock Awards			All Other Option Awards									Estimated Possible Payouts Under Non-Equity Incentive Awards				Estimated Future Payouts Under Equity Incentive Plan Awards				All Other Stock Awards		All Other Option Awards
Name/Award	Grant Date		Threshold ($)			Target ($)			Maximum ($) (1)			Threshold (#)			Target (#) (2)			Maximum (#)			Number of Shares of Stock or Units (#)			Number of Securities Underlying Options (#)			Exercise or Base Price of Option Awards ($/Sh)			Grant Date Fair Value of Stock and Option Awards ($) (3)		Grant Date	Threshold ($)	Target ($)	Maximum ($) (1)		Threshold (#)	Target (#) (2)	Maximum (#)		Number of Shares of Stock or Units (#)		Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($) (3)
John. N. Roberts, III																																John. N. Roberts, III
AOI	1/21/21		—			—			—			7,904			31,619			31,619			—			—			—			4,531,636		1/20/22	—	—	—		6,315	25,260	25,260		—		—		—	4,944,393
EBITDA	1/21/21		—			—			—			2,635			5,270			7,905			—			—			—			755,296		1/20/22	—	—	—		2,105	4,210	6,315		—		—		—	824,065
ROIC	1/21/21		—			—			—			5,269			5,269			10,538			—			—			—			755,153		1/20/22	—	—	—		4,210		8,420		—		—		—	824,065
CBP	1/21/21		47,000			94,000			611,000			—			—			—			—			—			—			—		1/20/22	147,000	455,700	588,000		—		—		—		—		—	—
PGI	1/21/21		705,000			940,000			1,175,000			—			—			—			—			—			—			—		1/20/22	735,000	980,000	1,225,000		—		—		—		—		—	—
John Kuhlow
AOI	1/21/21		—			—			—			2,227			8,910			8,910			—			—			—			1,276,982		1/20/22	—	—	—		1,730	6,923	6,923		—		—		—	1,355,108
EBITDA	1/21/21		—			—			—			743			1,485			2,228			—			—			—			212,830		1/20/22	—	—	—		577	1,154	1,730		—		—		—	225,884
ROIC	1/21/21		—			—			—			1,485			1,485			2,970			—			—			—			212,830		1/20/22	—	—	—		1,153		2,307		—		—		—	225,688
CBP	1/21/21		20,000			40,000			260,000			—			—			—			—			—			—			—		1/20/22	71,250	220,875	285,000		—		—		—		—		—	—
PGI	1/21/21		200,000			300,000			400,000			—			—			—			—			—			—			—		1/20/22	237,500	356,250	475,000		—		—		—		—		—	—
Shelley Simpson																																Shelley Simpson
AOI																																1/20/22	—	—	—		2,105	8,420	8,420		—		—		—	1,648,131
Promo.																																7/20/22	—	—	—		2,888	28,880	28,880		—		—		—	4,883,608
EBITDA																																1/20/22	—	—	—		702	1,403	2,105		—		—		—	274,623
ROIC																																1/20/22	—	—	—		1,403		2,806		—		—		—	274,623
CBP																																1/20/22	108,750	337,125	435,000		—		—		—		—		—	—
PGI																																1/20/22	408,850	575,500	742,200		—		—		—		—		—	—

 

6062	J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

---

 

Executive Compensation

 

 

			Estimated Future Payouts Under Non-Equity Incentive Awards									Estimated Future Payouts Under Equity Incentive Plan Awards									All Other Stock Awards			All Other Option Awards									Estimated Possible Payouts Under Non-Equity Incentive Awards				Estimated Future Payouts Under Equity Incentive Plan Awards				All Other Stock Awards		All Other Option Awards
Name/Award	Grant Date		Threshold ($)			Target ($)			Maximum ($) (1)			Threshold (#)			Target (#) (2)			Maximum (#)			Number of Shares of Stock or Units (#)			Number of Securities Underlying Options (#)			Exercise or Base Price of Option Awards ($/Sh)			Grant Date Fair Value of Stock and Option Awards ($) (3)		Grant Date	Threshold ($)	Target ($)	Maximum ($) (1)		Threshold (#)	Target (#) (2)	Maximum (#)		Number of Shares of Stock or Units (#)		Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($) (3)
Shelley Simpson
AOI	1/21/21		—			—			—			2,673			10,692			10,692			—			—			—			1,532,378
EBITDA	1/21/21		—			—			—			891			1,782			2,673			—			—			—			255,396
ROIC	1/21/21		—			—			—			1,782			1,782			3,564			—			—			—			255,396
CBP	1/21/21		30,000			60,000			390,000			—			—			—			—			—			—			—
PGI	1/21/21		300,000			450,000			600,000			—			—			—			—			—			—			—
Nicholas Hobbs																																Nicholas Hobbs
AOI	1/21/21		—			—			—			2,673			10,692			10,692			—			—			—			1,532,378		1/20/22	—	—	—		2,105	8,420	8,420		—		—		—	1,648,131
EBITDA	1/21/21		—			—			—			891			1,782			2,673			—			—			—			255,396		1/20/22	—	—	—		702	1,403	2,105		—		—		—	274,623
ROIC	1/21/21		—			—			—			1,782			1,782			3,564			—			—			—			255,396		1/20/22	—	—	—		1,403		2,806		—		—		—	274,623
CBP	1/21/21		30,000			60,000			390,000			—			—			—			—			—			—			—		1/20/22	93,750	290,625	375,000		—		—		—		—		—	—
PGI	1/21/21		300,000			450,000			600,000			—			—			—			—			—			—			—		1/20/22	312,500	468,750	625,000		—		—		—		—		—	—
Darren Field
AOI	1/21/21		—			—			—			2,673			10,692			10,692			—			—			—			1,532,378		1/20/22	—	—	—		2,105	8,420	8,420		—		—		—	1,648,131
EBITDA	1/21/21		—			—			—			891			1,782			2,673			—			—			—			255,396		1/20/22	—	—	—		702	1,403	2,105		—		—		—	274,623
ROIC	1/21/21		—			—			—			1,782			1,782			3,564			—			—			—			255,396		1/20/22	—	—	—		1,403		2,806		—		—		—	274,623
CBP	1/21/21		22,500			45,000			292,500			—			—			—			—			—			—			—		1/20/22	78,750	244,125	315,000		—		—		—		—		—	—
PGI	1/21/21		225,000			337,500			450,000			—			—			—			—			—			—			—		1/20/22	262,500	393,750	525,000		—		—		—		—		—	—

 

(1)	This column reflects the maximum non-equity incentive award each NEO was eligible to receive for 20212022 under the percentage assigned to each NEO for the cash bonus pools. The actual awards earned are reported in the Summary Compensation Table shown on page 5860 of this Proxy Statement.

(2)	This column reflects the number of performance-based or time-based restricted share units that were granted to the NEOs in 2021.2022.

(3)

The fair value of the awards was based on a 2.70%2.33% discount from the Company’s closing stock price of $147.30$200.41 on January 21, 2021,20, 2022, or for Ms. Simpson’s promotional award, the Company’s closing stock price of $173.13 on July 20, 2022, both measured at the target performance level. The discount represents the present value of expected dividends to be paid on the Company’s common stock, using the current dividend rate and the risk-free interest rate, over the vesting period. The Company believes that this discount is appropriate to value the performance-based restricted share units, as the units do not collect or accrue dividends until the awards vest and are settled with Company stock. Performance-based restricted share units subject to EBITDA and ROIC are recorded at their target of 100% of the units granted.

 

Key to Plan-Based Awards Table:

AOI – Annual Operating Income Performance-Based Units

EBITDA – Annual EBITDA Performance-Based Units

ROIC – Annual ROIC Performance-Based Units

Promo. – Promotion Operating Income Performance-Based Units

CBP – Company Bonus Plan

PGI – Performance Growth Incentive Plan

 

J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

6163

---

 

Executive Compensation

 

 

Outstanding Equity Awards at Calendar Year-end 20212022

As of December 31, 2021,2022, there were no outstanding stock options held by the NEOs. The following table sets forth information concerning restricted share units held by the NEOs as of December 31, 2021.2022.

 

Name		Number of Shares or Units of Stock That Have Not Vested (#) (1)			Market Value of Shares or Units of Stock That Have Not Vested ($) (2)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (1)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2)		Number of Shares or Units of Stock That Have Not Vested (#) (1)	Market Value of Shares or Units of Stock That Have Not Vested ($) (2)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (1)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2)
John N. Roberts, III								7,959			1,626,820				14,109	2,460,045
								28,217			5,767,555				18,850	3,286,686
								28,275			5,779,410				12,567	2,191,182
								5,700			1,165,080				23,715	4,134,947
								12,567			2,568,695				10,539	1,837,580
								31,619			6,462,924				25,260	4,404,334
								10,539			2,154,172				8,420	1,468,111
John Kuhlow		3,340			682,696								344	59,980
		255			52,122								606	105,662
		688			140,627										7,471	1,302,644
		908			185,595										6,683	1,165,248
								7,471			1,527,072				2,970	517,849
								8,910			1,821,204				6,923	1,207,094
								2,970			607,068				2,307	402,249
Shelley Simpson		13,334			2,725,470								6,667	1,162,458
															5,051	880,692
								2,850			582,540				6,557	1,143,279
								10,102			2,064,849				4,371	762,128
								9,835			2,010,274				3,735	651,235
								2,186			446,818				8,019	1,398,193
								4,371			893,432				3,564	621,419
								3,735			763,434				8,420	1,468,111
								10,692			2,185,445				2,806	489,254
								3,564			728,482				28,880	5,035,517
Nicholas Hobbs		13,334			2,725,470								6,667	1,162,458
								2,850			582,540				5,051	880,692
								10,102			2,064,849				6,557	1,143,279
								9,835			2,010,274				4,371	762,128
								2,186			446,818				3,735	651,235
								4,371			893,432				8,019	1,398,193
								3,735			763,434				3,564	621,419
								10,692			2,185,445				8,420	1,468,111
								3,564			728,482				2,806	489,254
Darren Field		2,061			421,268								1,374	239,571
								443			90,549				7,162	1,248,766
								7,162			1,463,913				10,272	1,791,026
								12,785			2,613,254				2,186	381,151
								1,096			224,022				8,019	1,398,193
								2,186			446,818				3,564	621,419
								10,692			2,185,445				8,420	1,468,111
								3,564			728,482				2,806	489,254

 

6264	J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

---

 

Executive Compensation

 

 

(1)

Restricted share units are time-vested or performance-based awards. Effective vesting dates, pending achievement of required performance goals set for performance-based awards, are noted below. Performance-based restricted share units are time-vested or performance-based awards. Effective vesting dates, pending achievement of required performance goals set for performance-based awards, are noted below. Performance-based restricted share units subject to EBITDA and ROIC are recorded at their target of 100% of the units granted.

 

Time-Based Awards

Shares Vesting

Vesting Date

Shares Vesting

Vesting Date

Shares Vesting

Vesting Date

Shares Vesting

Vesting Date

John Kuhlow

3,340

7/15/22

302

10/31/22

344

10/31/23

303

10/31/24

255

10/31/22

303

10/31/23

344

10/31/22

303

10/31/24

344

10/31/23

John Kuhlow

303

10/31/23

6,667

7/15/22

6,667

7/15/23

6,667

7/15/23

Nicholas Hobbs

6,667

7/15/22

6,667

7/15/23

6,667

7/15/23

Darren Field

687

1/31/22

687

1/31/24

687

1/31/23

687

1/31/24

687

1/31/23

 

J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

6365

---

 

Executive Compensation

 

 

Performance-Based Awards

		Shares Vesting		Vesting Date		Shares Vesting		Vesting Date	Shares Vesting	Vesting Date	Shares Vesting	Vesting Date
John N. Roberts, III		7,959		1/31/22		12,567		1/31/23	14,109	1/31/23	10,539	3/31/24
		14,108		1/31/22		7,904		1/31/22	9,425	1/31/23	6,315	1/31/23
		14,109		1/31/23		7,905		1/31/23	9,425	1/31/24	6,315	1/31/24
		9,425		1/31/22		7,905		1/31/24	12,567	3/31/23	6,315	1/31/25
		9,425		1/31/23		7,905		1/31/25	7,905	1/31/23	6,315	1/31/26
		9,425		1/31/24		10,539		1/31/24	7,905	1/31/24	8,420	3/31/25
		5,700		1/31/22					7,905	1/31/25
John Kuhlow		2,490		1/31/26		2,227		1/31/23	2,490	1/31/26	2,970	3/31/24
		2,490		1/31/27		2,228		1/31/24	2,490	1/31/27	1,730	1/31/23
		2,491		1/31/28		2,228		1/31/25	2,491	1/31/28	1,731	1/31/24
		2,227		1/31/22		2,970		1/31/24	2,227	1/31/23	1,731	1/31/25
									2,228	1/31/24	1,731	1/31/26
									2,228	1/31/25	2,307	3/31/25
Shelley Simpson		2,850		1/31/22		1,245		1/31/26	5,051	1/31/23	2,105	1/31/25
									3,278	1/31/23	2,105	1/31/26
									3,279	1/31/24	2,806	3/31/25
									4,371	3/31/23	2,888	8/1/23
									1,245	1/31/26	2,888	1/31/24
									1,245	1/31/27	2,888	1/31/25
		5,051		1/31/22		1,245		1/31/27	1,245	1/31/28	2,888	1/31/26
		5,051		1/31/23		1,245		1/31/28	2,673	1/31/23	2,888	1/31/27
		3,278		1/31/22		2,673		1/31/22	2,673	1/31/24	2,888	1/31/28
		3,278		1/31/23		2,673		1/31/23	2,673	1/31/25	2,888	1/31/29
		3,279		1/31/24		2,673		1/31/24	3,564	3/31/24	2,888	1/31/30
		2,186		1/31/22		2,673		1/31/25	2,105	1/31/23	2,888	1/31/31
		4,371		1/31/23		3,564		1/31/24	2,105	1/31/24	2,888	1/31/32
Nicholas Hobbs		2,850		1/31/22		1,245		1/31/26	5,051	1/31/23	2,673	1/31/24
		5,051		1/31/22		1,245		1/31/27	3,278	1/31/23	2,673	1/31/25
		5,051		1/31/23		1,245		1/31/28	3,279	1/31/24	3,564	3/31/24
		3,278		1/31/22		2,673		1/31/22	4,371	3/31/23	2,105	1/31/23
		3,278		1/31/23		2,673		1/31/23	1,245	1/31/26	2,105	1/31/24
		3,279		1/31/24		2,673		1/31/24	1,245	1/31/27	2,105	1/31/25
		2,186		1/31/22		2,673		1/31/25	1,245	1/31/28	2,105	1/31/26
		4,371		1/31/23		3,564		1/31/24	2,673	1/31/23	2,806	3/31/25
Darren Field		443		1/31/22		874		1/31/28	2,364	1/31/24	2,186	3/31/23
		2,364		1/31/24		875		1/31/29	2,364	1/31/25	2,673	1/31/23
		2,364		1/31/25		875		1/31/30	2,434	1/31/26	2,673	1/31/24
		2,434		1/31/26		1,096		1/31/22	2,513	1/31/23	2,673	1/31/25
		2,513		1/31/22		2,186		1/31/23	2,513	1/31/24	3,564	3/31/24
		2,513		1/31/23		2,673		1/31/22	874	1/31/25	2,105	1/31/23
		2,513		1/31/24		2,673		1/31/23	874	1/31/26	2,105	1/31/24
		874		1/31/25		2,673		1/31/24	874	1/31/27	2,105	1/31/25
		874		1/31/26		2,673		1/31/25	874	1/31/28	2,105	1/31/26
		874		1/31/27		3,564		1/31/24	875	1/31/29	2,806	3/31/25
									875	1/31/30

 

(2) Values are based on the last closing market price of $174.36 on December 31, 2022.

(2) 66

Values are based on the last closing market price of $204.40 on December 31, 2021.

64	J.B.74J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

---

 

Executive Compensation

 

 

Restricted Share Units Vested for 2021         2022

The following table sets forth information concerning restricted share units vested during 2021.2022.

 

Name		Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($) (1) (2)		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($) (1) (2)
John N. Roberts, III		9,424			1,269,036		7,904	1,521,836
		2,850			383,781		9,425	1,814,690
		14,108			1,899,783		5,700	1,097,478
		12,371			2,075,359		14,108	2,716,354
		7,958			1,071,624		7,959	1,532,426
Total		46,711			6,699,583		45,096	8,682,784
John Kuhlow		302			59,551		2,227	428,787
		343			67,636		302	51,663
		3,330			558,641		344	58,848
		411			68,949		3,340	559,717
		255			50,283		255	43,623
Total		4,641			805,060		6,468	1,142,638
Shelley Simpson		3,278			441,415		2,673	514,659
		1,092			147,049		3,278	631,146
		5,051			680,168		2,186	420,892
		3,000			503,280		5,051	972,520
		6,666			1,118,288		6,667	1,117,256
		3,048			511,332		2,850	548,739
		2,849			383,646
Total		24,984			3,785,178		22,705	4,205,212
Nicholas Hobbs		3,278			441,415		2,673	514,659
		1,092			147,049		3,278	631,146
		5,051			680,168		2,186	420,892
		6,666			1,118,288		5,051	972,520
		3,048			511,332		6,667	1,117,256
		2,849			383,646		2,850	548,739
Total		21,984			3,281,898		22,705	4,205,212
Darren Field		874			117,693		2,673	514,659
		1,639			220,708		874	168,280
		547			73,659		1,639	315,573
		687			92,511		1,096	211,024
		442			59,520		687	132,275
							443	85,295
Total		4,189			564,091		7,412	1,427,106

 

J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

6567

---

 

Executive Compensation

 

 

(1)

Value realized on the acquired shares shown above is gross earnings. Values are earned over multiple years. The receipt of vested shares in calendar year 20212022 should not be interpreted to mean that all value was earned in the year the shares were received. Each executive retained a portion of the available vested shares as shown below:

 

John N. Roberts, III	25,96825,095
John Kuhlow	3,2064,705
Shelley Simpson	13,86612,633
Nicholas Hobbs	11,95112,385
Darren Field	3,3764,863

 

(2)	Values represent the fair market value of the underlying common stock on the date of vesting.

 

Components of Nonqualified Deferred Compensation for Calendar Year 20212022

We have a nonqualified deferred compensation plan that allows eligible employees to defer a portion of their compensation. Participants can elect to defer up to a maximum of 50% of their base salary as well as up to 85% of their bonus for the year. The compensation deferred under this plan is credited with earnings or losses of investments elected by plan participants. Each participant is fully vested in all deferred compensation and earnings; however, these amounts are subject to general creditor claims until actually distributed to the employee. A participant may elect to receive deferred amounts in one payment or in quarterly installments payable over a period of two to 25 years upon reaching the age of 55, having 15 years of service, or becoming disabled. Our total liability under this plan was $25,148,974 as of December 31, 2022, and $26,047,670 as of December 31, 2021, and $23,078,077 as of December 31, 2020.2021. These amounts are included in other long-term liabilities in our Consolidated Balance Sheets. Participant withholdings are held by a trustee and invested as directed by participants. These investments are included in “other assets” in our Consolidated Balance Sheets and totaled $25,148,974 as of December 31, 2022, and $26,047,670 as of December 31, 2021, and $23,078,077 as of December 31, 2020.2021. No NEO participated in our nonqualified deferred compensation plan in 2021.2022.

 

Potential Post-Employment Benefits

The Company generally does not have employment contracts or predetermined personal severance agreements with any of its executives. However, according to the terms of the awards granted under the previously mentioned MIP, all outstanding restricted share units are subject to accelerated or immediate vesting upon the occurrence of a double triggering event, which requires both a “change in control” and the NEO’s retirement, termination by the Company without cause, or resignation for good reason. In addition, the Compensation Committee may permit the accelerated vesting of restricted share units in the event of the NEO’s death or disability.

 

Generally, a “change in control” is deemed to occur when more than 30% of the outstanding shares of common stock of the Company change ownership in a transaction that is not a merger, reorganization or consolidation, when the persons who constitute the Company’s incumbent board of directors cease to constitute a majority of the board, or upon the consummation of a merger, reorganization, consolidation or similar form of corporate transactions involving the Company that requires the approval of the Company’s stockholders where more than 50% of the outstanding shares change ownership or a complete liquidation or dissolution of the Company or the sale or disposition of all or substantially all of the assets of the Company. The awards granted under the previously mentioned MIP are also subject to certain non-competition covenants for a two-year period following cessation of employment with the Company.

 

68	J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

---

Executive Compensation

Potential benefits to an NEO due to his or her separation of service without cause, retirement, or resignation for good reason following a “change in control”control,” or in the event the Compensation Committee permits accelerated vesting of outstanding restricted share units upon the NEO’s death or disability, are shown below. The amounts represent the immediate vesting of all outstanding restricted share units and are valued using the last closing market price of $204.40$174.36 on December 31, 2021.2022.

 

66	J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

---

Executive Compensation

John N. Roberts, III	$25,524,65619,782,885
John Kuhlow	5,016,3844,760,726
Shelley Simpson	12,400,74413,612,286
Nicholas Hobbs	12,400,7448,576,769
Darren Field	8,173,7517,637,491

 

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act), we are providing the following information about the relationship of the annual total compensation of our “median employee” and the annual total compensation of our CEO.

 

For 2021,2022, our last completed fiscal year:

 

The median of the annual total compensation of all of the Company’s employees, other than our CEO, was $78,560.

The annual total compensation of our CEO was $8,801,881.

Based on this information, the ratio for 2021 of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was 112 to 1.

●	The median of the annual total compensation of all of the Company’s employees, other than our CEO, was $74,311.

●	The annual total compensation of our CEO was $9,240,455.

●	Based on this information, the ratio for 2022 of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was 124 to 1.

 

In determining the median of the annual total compensation of all of the Company’s employees, other than our CEO, we are required to identify the Company’s “median employee.” Item 402(u) of Regulation S-K requires us to identify the Company’s median employee once every three years, unless a change in employee population or compensation arrangements is likely to result in a significant change in our CEO pay ratio disclosures. The Company determined that no such change has occurred sinceIn 2022, the employee population increased, and the Company identified itsa new “median employee” in 2020.employee.”

 

To identify the “median employee” in 2020,2022, we performed the following:

 

●	We conducted a full analysis of our employee population as of our determination date of December 31, 2022.

●

We excluded employees residing in Mexico and Canada from our calculation under the De Minimis Exemption. Employees located in Mexico and Canada constituted 0.15% and 0.02% of our total employee population, respectively, which consisted of 56 individuals in Mexico and 8 individuals in Canada as of our determination date.

●

Our employee population, after taking into consideration the aforementioned adjustments, consisted of 37,087 individuals. Of these employees, 36,755 individuals were full-time (or full-time equivalent) employees, with the remainder employed on a part-time (less than 30 hours per week) basis. 99.83% of our employees (37,087 individuals) were located in the United States.

●

We used a definition that was not total compensation and instead chose the aggregate of the employee’s base pay and cash incentive bonuses paid during the period of January 1, 2022, through December 31, 2022. These balances were then annualized, with any anomalous reported earnings being replaced with a substantially similar employee balance. Reasons for the replacement of anomalous earnings were primarily due to a lack of adequate length of employment history with the company or the employee incurring a leave of absence during the analysis period.

J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

69

---

Executive Compensation

We conducted a full analysis of our employee population as of our determination date of November 30, 2020.

We excluded employees residing in Mexico and Canada from our calculation under the De Minimis Exemption. Employees located in Mexico and Canada constituted 0.07% and 0.02% of our total employee population, respectively, which consisted of 21 individuals in Mexico and 5 individuals in Canada as of our determination date.

Our employee population, after taking into consideration the aforementioned adjustments, consisted of 29,070 individuals. Of these employees, 28,798 individuals were full-time (or full-time equivalent) employees, with the remainder employed on a part-time (less than 30 hours per week) basis. 99.91% of our employees (29,070 individuals) were located in the United States.

We used a definition that was not total compensation and instead chose the aggregate of the employee’s base pay and cash incentive bonuses paid during the period of January 1, 2020, through November 30, 2020. These balances were then annualized, with any anomalous reported earnings being replaced with a substantially similar employee balance. Reasons for the replacement of anomalous earnings were primarily due to a lack of adequate length of employment history with the company or the employee incurring a leave of absence during the analysis period.

Using this methodology, we determined that the “median employee” was a local driver.

●	Using this methodology, we determined that the “median employee” was a warehousing, distribution, and transportation coordinator.

 

To determine the annual total compensation of the “median employee” for 2020,2022, we identified and calculated the elements of compensation for this identified employee in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.

 

Pay Versus Performance

The table below reports calculated compensation actually paid for our CEO, considered our principal executive officer, and averages of calculated compensation actually paid for our remaining reported NEOs, together with shareholder returns, net income and operating income for the past three years. The Compensation Committee considers operating income to be the most important financial performance measure used to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to the Company’s performance.

Pay versus Performance Table

					Value of Initial Fixed $100 Investment Based On:

Year (a)	Summary Compensation Table Total For PEO ($)(1) (b)	Compensation Actually Paid to PEO ($)(2) (c)	Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) (d)	Average Compensation Actually Paid to Non-PEO NEOs ($)(4) (e)	Total Shareholder Return ($)(5) (f)	Peer Group Total Shareholder Return ($)(6) (g)	Net Income ($) (thousands)(7)   (h)	Operation Income ($) (thousands)(8) (i)
2020	7,453,372	10,215,473	3,552,426	3,597,136	118.10	121.49	506,035	713,119
2021	8,801,881	16,995,242	3,337,948	6,489,537	177.90	164.69	760,806	1,045,530
2022	9,240,455	5,614,863	4,745,765	3,310,170	153.12	135.94	969,351	1,331,553

(1)	This column lists the total compensation amount for our principal executive officer (PEO), John N. Roberts, III, reported in the Summary Compensation Table shown on page 60 of this Proxy Statement.

70

J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

67

---

 

Executive Compensation

(2)	For each year listed, this column is calculated as follow:

			2020				2021				2022
	Total Compensation as reported SCT		$	7,453,372			$	8,801,881			$	9,240,455
(Subtract)	Pension values reported in SCT for covered fiscal year			—				—				—
(Subtract)	Fair value of stock awards granted during covered fiscal year			(6,507,402)				(6,042,085)				(6,592,523)
Add	Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year			—				—				—
Add	Fair value of stock awards granted in covered fiscal year and that are unvested at end of such covered fiscal year – valued at year-end			7,779,212				8,384,433				5,735,618
Add	Fair value of stock awards granted in covered fiscal year that vested during such covered fiscal year – valued on date of vesting			—				—				—
Add	Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year			—				—				—
Add/(Subtract)	Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year			1,361,340				5,510,480				(2,280,415)
Add/(Subtract)	Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year			128,951				340,533				(488,272)
(Subtract)	Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year			—				—				—
Equals	Compensation Actually Paid to PEO		$	10,215,473			$	16,995,242			$	5,614,863

(3)

This column lists the average total compensation amount for our other non-PEO NEOs reported in the Summary Compensation Table shown on page 60 of this Proxy Statement or for the year 2020, reported in the Summary Compensation Table included in our 2021 Proxy Statement filed on March 18, 2021. The non-PEO NEOs included are as follows:

2020

David G. Mee – former Chief Financial Officer and Executive Vice President, Finance/Administration

John Kuhlow – Chief Financial Officer, Chief Accounting Officer, and Executive Vice President

Shelley Simpson – Chief Commercial Officer and Executive Vice President of People and Human Resources

Nicholas Hobbs – Chief Operating Officer, President of Contract Services, and Executive Vice President

Darren Field – President of Intermodal and Executive Vice President

Terrence D. Matthews – former President of Intermodal and Executive Vice President

2021

John Kuhlow – Chief Financial Officer, Chief Accounting Officer, and Executive Vice President

Shelley Simpson – Chief Commercial Officer and Executive Vice President of People and Human Resources

Nicholas Hobbs – Chief Operating Officer, President of Contract Services, and Executive Vice President

Darren Field – President of Intermodal and Executive Vice President

2022

John Kuhlow – Chief Financial Officer, Chief Accounting Officer, and Executive Vice President

Shelley Simpson – President

Nicholas Hobbs – Chief Operating Officer, President of Contract Services, and Executive Vice President

Darren Field – President of Intermodal and Executive Vice President

J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

71

---

Executive Compensation

 

(4)	For each year listed, this column is calculated as follow:

			2020				2021				2022
	Total Average Compensation as reported SCT		$	3,552,426			$	3,337,948			$	4,745,765
(Subtract)	Pension values reported in SCT for covered fiscal year			—				—				—
(Subtract)	Fair value of stock awards granted during covered fiscal year			(1,851,489	)			(1,958,038	)			(3,320,605	)
Add	Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year			—				—				—
Add	Fair value of stock awards granted in covered fiscal year and that are unvested at end of such covered fiscal year – valued at year-end			1,693,017				2,717,115				3,056,371
Add	Fair value of stock awards granted in covered fiscal year that vested during such covered fiscal year – valued on date of vesting			5,931				—				—
Add	Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year			—				—				—
Add/(Subtract)	Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year			354,143				2,185,409				(904,527	)
Add/(Subtract)	Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year			(156,892	)			207,103				(266,834	)
(Subtract)	Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year			—				—				—
Equals	Average Compensation Actually Paid to NEOs		$	3,597,136			$	6,489,537			$	3,310,170

(5)

This column lists a cumulative 3-year total return of stockholders of our common stock and assumes the value of the investment (including reinvestment of dividends) was $100 on December 31, 2019 and tracks it through December 31, 2022. The stock price performance included in the column is not necessarily indicative of future stock price performance.

(6)

This column lists a cumulative 3-year total return of stockholders of a peer group calculated using the same method for column (f). For 2022, the peer group used was that listed under the section titled “Benchmarking Against a Peer Group” on page 46 of this Proxy Statement. For 2021, the peer group used was the same as 2022, with the omission of Union Pacific Corporation. For 2020, the peer group used was the same as 2021, with the addition of Kansas City Southern. Kansas City Southern was removed and replaced with Union Pacific Corporation due to the pending acquisition of Kansas City Southern by Canadian Pacific Railway Limited. Kansas City Southern was omitted from the 2021 peer group total stockholder return because its common stock was no longer listed for trading at the end of 2021. The cumulative 3-year total stockholder returns through December 31, 2022 of the former peer group (excluding both Union Pacific Corporation and Kansas City Southern), the current peer group, and the Company were $142.89, $135.94 and $153.12, respectively

(7)	This column lists our reported net income for the year indicated.

(8)	This column lists our reported operating income for the year indicated, which we consider the most Important financial performance measure that was used to link compensation actually paid for the most recent fiscal year to company performance.

72	J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

---

Executive Compensation

Description of the Relationship Between Compensation Actually Paid to Our Named Executive Officers and Company Performance

The following graphs present the relationships between the compensation actually paid to our PEO and average compensation actually paid to our remaining reported NEOs to our total stockholder return, net income, operating income, and our peer group’s total stockholder return for the years ended 2020, 2021, and 2022.

Compensation Actually Paid vs. Cumulative TSR		Compensation Actually Paid vs. Net Income
Compensation Actually Paid vs. Operating Income

Company’s Most Important Financial Performance Measures

The following are the most important financial performance measures, as determined by the Company, that link compensation actually paid to our NEOs, for the most recently completed fiscal year, to the Company’s performance:

●	Net revenue

●	Earnings before interest, taxes, depreciation, and amortization (EBITDA)

●	Operating income

●	Earnings before taxes (EBT)

●	Return on invested capital (ROIC)

J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

73

---

Compensation Committee Report

 

 

Prior to the Company’s 2021 Annual Meeting of Stockholders held on April 22, 2021, the 2021The 2022 Compensation Committee was composed of James L. Robo, Chairman, Sharilyn S. Gasaway, Gary C. George, and Gale V. King. Effective upon election of directors at the 2021 Annual Meeting of Stockholders, the 2021 Compensation Committee was composed of James L. Robo, Chairman,Chairperson, Sharilyn S. Gasaway, Gary C. George, Thad Hill, and Gale V. King. NoneKing, none of these directors has beenwhom is an officer or employee of the Company and all such directorsof whom have been determined by the Board to be independent or were determined by the Board to be independent during the time in which he or she served on the Compensation Committee.

independent. The Compensation Committee met three times in 20212022 to discuss, among other items, the salaries, bonuses, and other compensation of the senior executive officers and other key employees of the Company, including the Chairman of the Board and the Chief Executive Officer. The Compensation Committee did not act by unanimous consent at any time in 2021.

 

The Compensation Committee has reviewed and discussed the preceding CD&A with management, and based upon such review and discussions, the Compensation Committee recommended to the Board that the CD&A be included in the Company’s Proxy Statement.

 

J.B.Hunt Transport Services, Inc.

20212022 Executive Compensation Committee

James L. Robo, ChairmanChairperson

Sharilyn S. Gasaway

Gary C. George

Thad Hill

Gale V. King

 

6874	J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

---

 

 

PROPOSAL NUMBER TWOProposal Number Two

Advisory Vote on Executive Compensation

 

 

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or Dodd-Frank Act, enables our stockholders to vote to approve, on an advisory (nonbinding) basis, the compensation of our NEOs as disclosed in the Proxy Statement in accordance with SEC rules. At our Annual Meeting in 2017, our stockholders voted to recommend that the Company hold future “say-on-pay” votes annually until the Company is next required to hold an advisory vote on the frequency with which the Company will hold future “say-on-pay” votes, which will be in 2023. Accordingly, we are providing a vote on the resolution set forth below as required by the Dodd-Frank Act and Section 14A of the Securities Exchange Act of 1934, as amended.amended (the Exchange Act).

 

As discussed in our Compensation Discussion and Analysis (CD&A) on page 42,43, our executive compensation programs for our NEOs, as well as other executives, are designed to be competitive within the transportation industry and to link executive compensation with the creation of stockholder value. The overall compensation philosophy is guided by the following principles:

 

•●

Compensation levels should be sufficiently competitive to attract and retain key talent. The Company aims to attract, motivate, and retain high-performance talent to achieve and maintain a leading position in its industry. Our total compensation package should be sufficientlystrongly competitive to attract and retain key talent. The Company aims to attract, motivate, and retain high-performance talent to achieve and maintain a leading position in its industry. Our total compensation package should be strongly competitive with other transportation companies.

•●

Compensation should relate directly to performance and responsibility. Total compensation should be tied to and vary with performance and responsibility, both at the Company and individual level, in achieving financial, operational, and strategic objectives. Differentiated pay for high-performing individuals should be proportional to their contributions to the Company’s success.

●

Short-term incentive compensation should constitute a significant portion of total executive compensation. A large portion of total compensation should be tied to and vary with performance, and therefore at risk, as position and responsibility both atincrease. Individuals with greater roles and the Companyability to directly impact strategic direction and individual level, in achieving financial, operational, and strategic objectives. Differentiated pay for high-performing individualslong-term results should be proportional to their contributions tobear a greater proportion of the Company’s success.risk.

•

Short-term incentive compensation should constitute a significant portion of total executive compensation. A large portion of total compensation should be tied to 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 proportion of the risk.

•●

Long-term incentive compensation, the Company’s MIP, should be closely aligned with stockholders’ interests. Awards of long-term compensation encourage executive officers 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 to focus on long-term career orientation. Participants in the MIP are expected to own Company stock. The expectations are discussed in the CD&A under the caption “Stock Ownership Guidelines.”

 

Generally, the Company’s compensation program consists of an annual base salary, short-term cash incentive awards, and an annual long-term, performance-based equity-based award. The Compensation Committee, with recommendations from management, works to create what it believes is the best mix of these components in delivering total direct compensation. Base salaries are not directly related to specific measures of corporate performance, but are determined by the relevance of experience, the scope and complexity of the position, current job responsibilities, retention, and peer group salaries. The short-term cash incentive awards are tied to operating income, revenue, and EBT. The long-term, equity-based awards utilize restricted share units. The restricted share units awarded to the Company’s NEOs are performance-based restricted share units, which vest over multiple years upon the Company’s attainment of predetermined operating metrics established and approved by the Compensation Committee. Equity awards granted to our NEOs in 20212022 and prior years vest annually subject to attainment of annual operating income goals. In 2020, the Compensation Committee adopted an additional three-year performance period for a portion of the NEO equity awards based on cumulative EBITDA and ROIC goals.

 

J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

6975

---

 

 

Proposal 2 Advisory Vote on Executive CompensationADVISORY VOTE ON EXECUTIVE COMPENSATION

 

 

We believe that the Company’s executive compensation programs have been effective in incenting the achievement of our positive results. We are asking our stockholders to indicate their support for our NEO compensation as described in the Proxy Statement. This proposal, commonly known as a “say on pay” proposal, gives you as a stockholder the opportunity to express your views regarding our fiscal year 20212022 executive compensation policies and procedures for NEOs. The vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the policies and procedures described in the Proxy Statement. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

 

RESOLVED, that the stockholders of J.B.Hunt Transport Services, Inc. approve, on an advisory basis, the compensation of the NEOs as disclosed pursuant to Item 402 of Regulation S-K in the Compensation Discussion and Analysis, compensation tables, and related narrative discussion in the Company’s Proxy Statement for the 20222023 Annual Meeting of Stockholders.

 

Although this is an advisory vote that will not be binding on the Compensation Committee or the Board, we will carefully review the results of the vote. The Compensation Committee will consider stockholders’ concerns and take them into account when designing future executive compensation programs. The Board therefore recommends that you indicate your support of the Company’s executive compensation in fiscal year 2021,2022, as outlined in the above resolution.

 

PROPOSAL 2

The Board of Directors unanimously recommends a vote FOR proposal number two

The Board of Directors unanimously recommends a vote FOR Proposal Number Two

7076	J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

---

 

Proposal Number Three

 

Report

Frequency of the Audit CommitteeAdvisory Vote on Executive Compensation

 

 

In addition to the nonbinding advisory vote on executive compensation, the Dodd-Frank Act also enables our stockholders to express their preference for having a “say on pay” vote every one, two or three years. Accordingly, we are providing a nonbinding “frequency” vote as required by the Dodd-Frank Act and Section 14A of the Exchange Act. This nonbinding “frequency” vote is required at least once every six years beginning with our 2011 Annual Meeting. At the 2017 Annual Meeting, our stockholders voted for approval of a frequency of holding advisory votes every year with respect to named executive officer compensation. It is the Company’s belief, and the Board’s recommendation, that this vote should continue to occur every year.

The Company’s executive compensation practices are well established, having been in place for several years. The Board believes that providing the Company’s stockholders with an advisory vote on executive compensation every year is consistent with the Compensation Committee’s approach to evaluating the combination of both short-term and long-term executive compensation policies and procedures.

For the above reasons, the Board recommends that the stockholders vote to hold an advisory vote on executive compensation every year. Each stockholder’s vote, however, is not to approve or disapprove the Board’s recommendation. When voting on this proposal, each stockholder has four choices, vote on executive pay every year, every two years, every three years, or abstain from voting. As an advisory vote, the vote on this proposal is not binding upon the Board or the Company. However, the Compensation Committee and the Board will consider the outcome of the vote when determining the frequency of future stockholder advisory votes on executive compensation.

The Board of Directors unanimously recommends a vote of “ONE YEAR” on Proposal Number Three

J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement

77

---

Report of the Audit Committee

The Audit Committee

The 20212022 Audit Committee was composed of Sharilyn S. Gasaway, Chairman,Chairperson, Douglas G. Duncan, and Francesca M. Edwardson. Each served as a member of the Audit Committee during the full 20212022 calendar year. The Company’s Board has determined that all members of the Audit Committee satisfy the independence and other requirements for audit committee membership pursuant to the NASDAQ corporate governance listing standards and has also determined that Ms. Gasaway and Mr. Duncan each have the attributes of an audit committee financial expert as defined by SEC requirements.

 

The Audit Committee operates under a written charter adopted by the Board. A copy of the Audit Committee Charter is available on the “Corporate Governance” page of the “Corporate Responsibility” section of the Company’s website at jbhunt.com. In carrying out its responsibilities, the Audit Committee, among other things:

 

monitors the integrity of the financial reporting process, systems of internal accounting controls, and financial statements and reports of the Company,

appoints, retains, compensates, and oversees the Company’s independent auditors, including reviewing the qualifications, performance, and independence of the independent auditors,

reviews and preapproves all audit, attest, and review services and permitted non-audit services,

oversees the performance of the Company’s internal audit function, and

oversees the Company’s compliance with legal and regulatory requirements.

●	monitors the integrity of the financial reporting process, systems of internal accounting controls, and financial statements and reports of the Company,

●	appoints, retains, compensates, and oversees the Company’s independent auditors, including reviewing the qualifications, performance, and independence of the independent auditors,

●	reviews and preapproves all audit, attest, and review services and permitted non-audit services,

●	oversees the performance of the Company’s internal audit function, and

●	oversees the Company’s compliance with legal and regulatory requirements.

 

In 2021,2022, the Audit Committee met tennine times. The Audit Committee schedules its meetings with a view to ensure that it devotes appropriate attention to all of its responsibilities and duties. The Audit Committee’s meetings include, whenever appropriate, executive sessions with the Company’s independent auditors and the Company’s internal auditors, in each case outside the presence of the Company’s management.

 

In performing its oversight role, the Audit Committee reviewed the audited consolidated financial statements for the 20212022 calendar year and met and held discussions with management, the Company’s internal auditors and PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, to discuss those financial statements and the audit related thereto. Management has represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles.

 

The Audit Committee discussed with the independent auditors matters required to be discussed by Auditing Standard 1301 of the Public Company Accounting Oversight Board, as may be modified, supplemented, or amended, which includes, among other items, matters related to the conduct of the audit of the Company’s consolidated financial statements. The independent auditors also provided the Audit Committee with written disclosures and the letter required by Rule 3526 of the Public Company Accounting Oversight Board, as may be modified, supplemented, or amended, which relates to the auditors’ independence from the Company and its related entities, and the Audit Committee discussed with the independent auditors their independence.

 

78

J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

71

---

 

 

Based on the Audit Committee’s discussions with management, the internal auditors, and the independent auditors as described above, and upon its review of the representation of management and the independent auditors and the reports of the independent auditors, the Audit Committee recommended to the Board that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the calendar year ended December 31, 2021,2022, as filed with the SEC.

 

J.B. Hunt Transport Services, Inc.

20212022 Audit Committee Members

Sharilyn S. Gasaway, ChairmanChairperson

Douglas G. Duncan

Francesca M. Edwardson

 

72

J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement

79

---

 

Proposal Number Four

 

PROPOSAL NUMBER THREE

Ratification of Independent Registered Public Accounting Firm

 

 

The Audit Committee has selected PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm to examine the consolidated financial statements of the Company for the 20222023 calendar year. The Board seeks an indication from our stockholders of their approval or disapproval of the Audit Committee’s selection of PwC as the Company’s independent registered public accounting firm for the 20222023 calendar year.

 

PwC has been our independent auditor since 2021. No relationships exist with PwC other than the usual relationships between auditor and client. Representatives of PwC are expected to be present at the Annual Meeting to respond to appropriate questions and will have the opportunity to make a statement if they desire to do so. If our stockholders do not ratify the appointment of PwC at the Annual Meeting, the Audit Committee will consider such event in its selection of the Company’s independent registered public accounting firm for the 20222023 calendar year. Additionally, even if the appointment is ratified, the Audit Committee, at its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the 20222023 calendar year if it determines that such a change would be in the best interests of the Company and its stockholders.

 

Change in Independent Registered Public Accounting Firm

As disclosed in the Company’s Form 8-K filed on June 28, 2021 (“Auditor 8-K”), following a competitive request for proposals process, the Audit Committee approved the engagement of PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, subject to completion of PwC’s standard client acceptance process and execution of an engagement letter, and dismissed Ernst & Young LLP (“E&Y”) as the Company’s independent registered public accounting firm. E&Y had served as the Company’s independent registered public accounting firm since 2005.

The reports of E&Y on the Company’s consolidated financial statements for the fiscal years ended December 31, 2020 and 2019 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the years ended December 31, 2020 and 2019 and the subsequent interim period through June 22, 2021: (i) the Company had no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with E&Y on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to E&Y’s satisfaction, would have caused E&Y to make reference thereto in its reports on the Company’s financial statements for such years, and (ii) there were no “reportable events,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided E&Y with a copy of the disclosures required by Item 304 of Regulation S-K and requested that E&Y furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether E&Y agreed with the statements made by the Company in its Auditor 8-K and, if not, stating the respects in which it did not agree. A copy of EY’s letter, dated June 28, 2021, is filed as Exhibit 16.1 to the Auditor 8-K.

The Board of Directors unanimously recommends a vote FOR ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2023 calendar year   J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement 73 Proposal 3     RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING  FIRM     During the years ended December 31, 2020 and 2019 and the subsequent interim period through June 22, 2021, neither the Company nor anyone acting on the Company’s behalf consulted PwC regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that PwC concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions or a “reportable event” described in Item 304(a)(1)(v) of Regulation S-K.AUDIT AND NON-AUDIT FEES PROPOSAL 3 The Board of Directors unanimously recommends a vote FOR ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2022 calendar year Audit and Non-Audit Fees   The Audit Committee preapproves the audit and non-audit services to be rendered to the Company, as well as the fees associated with such services. Generally, management will submit to the Audit Committee a detailed list of services that it recommends the Audit Committee engage the independent auditors to provide for the calendar year. The Audit Committee is informed from time to time regarding the non-audit services actually provided pursuant to the preapproval process. During the year, the Audit Committee periodically reviews the types of services and dollar amounts approved and adjusts such amounts, as it deems appropriate. Unless a service to be provided by the independent auditors has received general preapproval, it will require specific preapproval by the Audit Committee. The Audit Committee also periodically reviews all non-audit services to ensure that such services do not impair the independence of the Company’s independent registered public accounting firm. The Audit Committee approved all services provided by PwC for the 2021 calendar year2022 and by E&Y for the 2021 and 2020 calendar years. These services included the audit of the Company’s annual financial statements, audit of the Company’s internal control over financial reporting, review of the Company’s quarterly financial statements, consent for and review of registration statements filed by the Company with the SEC, audit of the Company’s employee benefit plan, and due diligence related to mergers and acquisitions, and tax consultation services.acquisitions. See “Report of Audit Committee” set forth earlier for a discussion of auditor independence. 80 J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement   The following table shows the fees billed for audit and other services provided to the Company by PwC for the year ended December 31,2022 and 2021 and by E&Y for the year ended December 31, 2020:calendar years, respectively:     PwC 2021($)     E&Y 2020 ($)     2022 ($)   2021 ($)   Audit fees (1)     1,258,000       1,392,000     1,416,122     1,258,000   Audit-related fees (2)     343,000       30,500     45,000     343,000   Tax fees (3)     —       251,801     —     —   All other fees     —       —     —     —     (1) Audit fees consisted of the audit of the Company’s annual financial statements, including the audit of the Company’s annualeffectiveness of internal control over financial statements, includingreporting, the auditreview of the effectiveness of internal control over financial reporting, theCompany’s quarterly reports on Form 10-Q, and consent for and review of the Company’s quarterly reports on Form 10-Q, and consent for and review of registration statements filed by the Company with the SEC.   (2) Audit-related fees consisted of due diligence related to mergers and acquisitions by PwCin 2021 and the audit of the Employee Benefit Plan by E&Y. (3)in 2022. Tax fees consisted principally of federal and state income tax consulting. 74 J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement Proposal 3     RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING  FIRM   The Audit Committee has considered whether the non-audit services provided by PwC and E&Y, respectively, including the services rendered in connection with income tax consultation, were compatible with maintaining such auditor’sPwC’s independence and has determined that the nature and substance of the limited non-audit services did not impair the status of either auditorPwC as the Company’s independent registered public accounting firm. PwC and E&Y did not bill the Company for any other services duringrelating to calendar years 20212022 and 2020.2021.   Policy on Audit Committee Preapproval of Audit and Permissible Non-Audit Services of Independent Auditor The Audit Committee has the responsibility of appointing, setting compensation for, and overseeing the work of the independent auditor and has established a policy to preapprove all audit and permissible non-audit services provided by the independent auditor.   Prior to the engagement of the independent auditor for next year’s audit, management will submit to the Audit Committee for approval an aggregate of services expected to be rendered during that year for each of four categories of services:   •● Audit services include audit work performed related to the financial statements, as well as work that generally only the independent auditor can reasonably be expected to provide, including comfort letters, statutory audits, attestation services, and consultation regarding financial accounting and/or reporting standards. Audit services include audit work performed related to the financial statements, as well as work that generally only the independent auditor can reasonably be expected to provide, including comfort letters, statutory audits, attestation services, and consultation regarding financial accounting and/or reporting standards. •● Audit-related services are for assurance and related services that are traditionally performed by the independent auditor, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements. ● Tax services include all services performed by the independent auditor, including due diligenceauditor’s tax personnel except those services specifically related to mergersthe audit of the financial statements, including fees in the areas of tax compliance, tax planning, and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.tax advice. • Tax services include all services performed by the independent auditor’s tax personnel except those services specifically related to the audit of the financial statements, including fees in the areas of tax compliance, tax planning, and tax advice. •● Other servicesare those not captured in the other categories. The Company generally does not captured inrequest such services from the other categories. The Company generally does not request such services from the independent auditor. J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement 81 Proposal 4 Ratification of Independent Registered Public Accounting Firm   Prior to the engagement, the Audit Committee preapproves these services by category of service. The fees are budgeted, and the Audit Committee requires the independent auditor and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise that make it necessary to engage the independent auditor for additional services not contemplated in the original preapproval. In those instances, the Audit Committee requires specific preapproval before engaging the independent auditor.   The Audit Committee may delegate preapproval authority to one or more of its members. The member(s) to whom such authority is delegated must report, for informational purposes only, the preapproval decisions to the Audit Committee at its next scheduled meeting.   82 J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement 75       STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE URGED TO VOTE BY INTERNET, TELEPHONE, MAIL, OR INTERNETMAIL   IF YOU VOTE BY INTERNET OR TELEPHONE, OR THE INTERNET, DO NOT RETURN YOUR PROXY CARD     By Order of the Board of Directors   JENNIFER R. BOATTINI Corporate Secretary     76 J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement 83      Questions and Answers about the Proxy     Materials and Thethe Annual Meeting       When And Where Is The Annual Meeting? Date: Thursday, April 28, 202227, 2023 Time: 10 a.m. Central Daylight Time Location: J.B. Hunt Transport Services, Inc. Corporate Offices ElevationMillion Mile Auditorium 615 J.B. Hunt Corporate Drive Lowell, Arkansas 72745   What Matters Will Be Voted Upon At The Annual Meeting? At the Annual Meeting, you will be asked to: ● Consider and vote upon a proposal to elect nominees Douglas G. Duncan, Francesca M. Edwardson, Wayne Garrison, Sharilyn S. Gasaway, Gary C. George, Thad Hill, Bryan Hunt, Gale V. King,Persio Lisboa, 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 Annual Meeting of Stockholders in 2023.2024. ● Consider and approve an advisory resolution regarding the Company’s compensation of its named executive officers. ● Consider and approvevote on an advisory resolution regardingbasis, the Company’s compensationfrequency of a stockholder advisory vote on the Company’s compensation of its named executive officers. ● Consider and vote upon a proposal to ratify the appointment of PwC as the Company’s independent registered public accounting firm for the 20222023 calendar year. ● Transact such other business as may properly come before the Annual Meeting or any adjournments thereof.   What Constitutes A Quorum? The presence, either in person or by proxy, of the holders of at least a majority of our issued and outstanding shares of common stock entitled to vote is required to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes, which are described in more detail below, are counted as shares present at the Annual Meeting for purposes of determining whether a quorum exists.   Who Is Entitled To Vote? Only stockholders of record of the Company’s common stock at the close of business on Tuesday, March 8, 2022,February 21, 2023, which is the “record date,” are entitled to notice of, and to vote at, the Annual Meeting. Shares that may be voted include shares that are held:   (1) directly by the stockholder of record, and (2) (1) directly by the stockholder of record, and (2) beneficially through a broker, bank, or other nominee.   Each share of our common stock will be entitled to one vote on all matters submitted for a vote at the Annual Meeting.   As of the record date, there were 104,850,464103,770,366 shares of our common stock issued and outstanding and entitled to be voted at the Annual Meeting.   84 J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement 77     Questions and Answers about the Proxy Materials and The Annual Meeting Why Did I Receive a Notice Regarding the Internet Availability of the Proxy Materials Instead of a Paper Copy of the Proxy Materials? This year, we are utilizing the SEC’s rules that allow us to furnish our proxy materials over the internet. As a result, we are mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials, rather than a full paper set of the proxy materials.   This notice of internet availability includes instructions on how to access our proxy materials on the internet, as well as instructions on how stockholders may obtain a paper copy of the proxy materials by mail. Stockholders who have affirmatively requested electronic delivery of our proxy materials will receive instructions via email regarding how to access these materials electronically. Stockholders who request or have requested to receive a paper copy of the materials will receive a full paper set of the proxy materials by mail. This distribution process will contribute to our sustainability efforts and will reduce the costs of printing and distributing our proxy materials. What Is The Difference Between Holding Shares As A “Registered Owner” And A “Beneficial Owner”? Most of the Company’s stockholders hold their shares through a broker, bank, or other nominee rather than directly in their own name. As summarized below, there are some distinctions between registered shares and those owned beneficially:   ● Registered Owners–Owners – If your shares are registered directly in your name with our transfer agent, Computershare Trust Company N.A., you are, with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to grant your voting proxy directly to the Company or to vote in person at the Annual Meeting. ● Beneficial Owners – If your shares are held in a brokerage account, bank, or by another nominee, you are, with respect to those shares, the stockholder“beneficial owner” of record.shares held in “street name.” As the stockholder of record,beneficial owner, you have the right to grantdirect your voting proxy directlybroker, bank, or other nominee on how to the Companyvote or to vote in person at the Annual Meeting. ● Beneficial Owners– If your shares are held in a brokerage account, bank, or by another nominee, However, because you are with respect to thosenot a stockholder of record, you may not vote these shares in person at the “beneficial owner” of shares held in “street name.” As the beneficial owner,Annual Meeting unless you have the right to directobtain a “legal proxy” from your broker, bank, or other nominee on how(who is the stockholder of record) giving you the right to vote or to vote in person at the Annual Meeting. However, because you are not a stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a “legal proxy” from your broker, bank, or other nominee (who is the stockholder of record) giving you the right to vote the shares.   What Stockholder Approval Is Necessary For Approval Of The Proposals? ● Election of Directors Each director shall be elected by a vote of the majority of votes cast with respect to that director. This means that a director must receive “for” votes from more than 50% of the number of shares voted with respect to that director. However, if the number of nominees is greater than the number of directors to be elected, the directors will be elected by the vote of a plurality of the shares represented in person or by proxy at any stockholder meeting. For purposes of this vote, a failure to vote, a vote to abstain, or withholding your vote (or direction to your broker to do so) is not counted as a vote cast and, therefore, will have no effect on the outcome of this vote.   ● Advisory vote on the resolution to approve the Company’s compensation of its named executive officers Approval of this resolution requires the affirmative vote of a majority of the votes cast at the Annual Meeting. For purposes of this vote, a failure to vote, a vote to abstain, or withholding your vote (or direction to your broker to do so) is not counted as a vote cast and, therefore, will have no effect on the outcome of this vote. While this vote is required by law, it will neither be binding on the Company ornor the Board, norBoard. It also will itnot create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, the Company or the Board. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions.   J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement 85 Questions and Answers about the Proxy Materials and the Annual Meeting ● Advisory vote on the frequency of stockholder advisory votes on the Company’s compensation of its named executive officers Generally, approval of any matter presented to stockholders requires a majority of votes cast. However, because this vote is advisory and nonbinding, if none of the frequency options (1 year, 2 years or 3 years) receives a majority of the votes cast, the option receiving the greatest number of votes will be considered the frequency recommended by the Company’s stockholders. Even though this vote will neither be binding on the Company nor the Board, and it will not create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, the Company or the Board, the Board of Directors will take into account the outcome of this vote in making a determination on the frequency with which advisory votes on executive compensation will be included in the Company’s Proxy Statement. ● Ratification of the appointment of PwC as the Company’s independent registered public accounting firm Ratification of the Audit Committee’s appointment of PwC as the Company’s independent registered public accounting firm requires the affirmative vote of a majority of the votes cast at the Annual Meeting. For purposes of this vote, a failure to vote, a vote to abstain, or withholding your vote (or direction to your broker to do so) is not counted as a vote cast and, therefore, will have no effect on the outcome of this vote. Stockholder ratification is not required for the appointment of the Company’s independent registered public accounting firm. However, we are submitting the proposal to solicit the opinion of our stockholders.   78 J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement Questions and Answers about the Proxy Materials and The Annual Meeting As of the record date, directors and executive officers of the Company beneficially owned an aggregate 3,231,8643,207,494 shares of common stock representing 3.1% of our common stock issued and outstanding and, therefore, 3.1% of the voting power entitled to vote at the Annual Meeting. The Company believes that its directors and executive officers currently intend to vote their shares as follows:   ● FOR the election of directors for one (1) year ● FOR the electionresolution approving the Company’s compensation of directors for one (1) yearits named executive officers ● To hold a stockholder advisory vote on the Company’s executive compensation every ONE YEAR ● FOR the resolution approving the Company’s compensation of its named executive officers ● FORratification of the appointment of PwC as the Company’s independent registered public accounting firm for the 20212023 calendar year   May I Vote My Shares In Person At The Annual Meeting? If you are the registered owner of shares of the Company’s common stock on the record date, you have the right to vote your shares in person at the Annual Meeting. Please bring the Notice of Internet Availability of Proxy Materials with you for admission to the Annual Meeting.   If you are the beneficial owner of shares of the Company’s common stock on the record date, you may vote these shares in person at the Annual Meeting if you request and obtain a legal proxy from your broker, bank, or other nominee (the stockholder of record) giving you the right to vote the shares at the Annual Meeting, complete such legal proxy, and present it to the Company at the Annual Meeting.   Even if you plan to attend the Annual Meeting, we recommend that you submit your voting instructions or proxy card or voting instructions so that your vote will be counted if you later decide not to attend the Annual Meeting.   86 J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement Questions and Answers about the Proxy Materials and the Annual Meeting How Can I Vote My Shares Without Attending The Annual Meeting? If you are a registered owner, you may instruct the named proxy holders on how to vote your shares by completing, signing, dating, and returningfollowing the enclosed proxy cardinstructions in the postage-paid envelope provided with thisNotice of Internet Availability of Proxy Statement, or by using the Internet voting site or the toll-free telephone number listed on the proxy card. Specific instructions for using the Internet and telephone voting systems are provided on the proxy card.Materials. The Internetinternet and telephone voting systems will be available until 11:59 p.m. Central Daylight Time on Wednesday, April 27, 202226, 2023 (the day before the Annual Meeting). If you request a paper copy of the proxy materials and choose to vote by mail, please complete, sign, date and promptly return the accompanying proxy card in the enclosed addressed postage-paid envelope that will be provided to you in response to your request, even if you plan to attend the Annual Meeting. The immediate return of your proxy card will be of great assistance in preparing for the Annual Meeting and is, therefore, urgently requested. If you choose to vote by mail, your completed proxy card must be received before the polls close for voting during the 2023 Annual Meeting. If you attend the Annual Meeting and vote in person, your proxy card will not be used.   If you are the beneficial owner of shares held in “street name,” you should instruct your broker, bank, or other nominee on how to vote your shares. Yourshares in accordance with the instructions provided in the Notice of Internet Availability of Proxy Materials provided by your broker, bank or other nominee has enclosed with this Proxy Statement a voting instruction card for you to use in directing your nominee on how to vote your shares.nominee. The instructions from your nominee will indicate whether Internetinternet or telephone voting is available and, if so, will provide details regarding how to use those systems.   If My Shares Are Held In “Street Name,” Will My Broker, Bank Or Other Nominee Vote My Shares For Me? If you hold shares in street name through a broker, bank, or other nominee, your broker, bank, or nominee may not be permitted to exercise voting discretion with respect to some of the matters to be acted upon at the Annual Meeting. Under current stock exchange rules, brokers who do not have instructions from their customers may not use their discretion in voting their customers’ shares on certain specific matters that are not considered to be “routine” matters, including the election of directors, executive compensation, and other significant matters. The proposals in this Proxy Statement regarding the election of directors and the advisory votevotes concerning executive compensation are not considered to be routine matters. Therefore, without your specific instructions, your shares will not be voted on these matters and will not be counted in determining the number of shares necessary for approval.Shares represented by such “broker non-votes,” however, will be counted in determining whether there is a quorum. You should follow the directions provided by your nominee regarding instructions on how to vote your shares. J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement 79 Questions and Answers about the Proxy Materials and The Annual Meeting   Ratification of the appointment of PwC as the Company’s independent registered public accounting firm is considered a routine matter and, therefore, if beneficial owners fail to give voting instructions, brokers, banks, and other nominees will have the discretionary authority to vote shares of our common stock with respect to this proposal.   What Is A Broker Non-Vote? Generally, a “broker non-vote” occurs when a broker, bank, or other nominee that holds shares in “street name” for a customer is precluded from exercising voting discretion on a particular proposal because:   (1) the beneficial owner has not instructed the nominee on how to vote, and (2) (1) the beneficial owner has not instructed the nominee on how to vote, and (2) the nominee lacks discretionary voting power to vote such issues.   Under NASDAQ rules, a nominee does not have discretionary voting power with respect to the approval of “nonroutine” matters absent specific voting instructions from the beneficial owners of such shares.   J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement 87 Questions and Answers about the Proxy Materials and the Annual Meeting How Will My Proxy Be Voted? Shares represented by a properly executed proxy (in(by Internet, telephone, or in paper form, by Internet, or by telephone)form) that is received in a timely manner, and not subsequently revoked, will be voted at the Annual Meeting or any adjournment or postponement thereof in the manner directed on the proxy. Kirk Thompson and John N. Roberts, III are named as proxies in the proxy form and have been designated by the Board as the directors’ proxies to represent you and vote your shares at the Annual Meeting. All shares represented by a properly executed proxy on which no choice is specified will be voted:   (1) FOR the election of the nominees for director named in this Proxy Statement, (2) FOR the electionresolution approving the Company’s compensation of the nominees for directorits named in this Proxy Statement,executive officers, (2) FOR the resolution approving the Company’s compensation of its named executive officers, (3) To hold a stockholder advisory vote on the Company’s executive compensation every ONE YEAR, (4) FORratification of the appointment of PwC as the Company’s independent registered public accounting firm for the 20222023 calendar year, and (4)(5) in accordance with the proxy holders’ best judgment as to any other business that properly comes before the Annual Meeting.   This Proxy Statement is considered to be voting instructions for the trustees of the J.B. Hunt Transport Services, Inc. Employee Retirement Plan for our common stock allocated to individual accounts under this plan. If account information is the same, participants in the plan (who are stockholders of record) will receive a single proxy representing all of their shares. If a plan participant does not submit a proxy to us, the trustees of the plan in which shares are allocated to his or her individual account will vote such shares in the same proportion as the total shares in such plan for which directions have been received.   May I Revoke My Proxy And Change My Vote? Yes. You may revoke your proxy and change your vote at any time prior to the vote at the Annual Meeting.   If you are the registered owner, you may revoke your proxy and change your vote by:   (1) submitting a new proxy bearing a later date (which automatically revokes the earlier proxy), (2) submitting a new proxy bearing a later date (which automatically revokesgiving notice of your changed vote to us in writing mailed to the earlier proxy),attention of Jennifer R. Boattini, Corporate Secretary, at our executive offices, or (2) giving notice of your changed vote to us in writing mailed to the attention of Jennifer R. Boattini, Corporate Secretary, at our executive offices, or (3) attending the Annual Meeting and giving oral notice of your intention to vote in person.   You should be aware that simply attending the Annual Meeting will not in and of itself constitute a revocation of your proxy.   80 J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement Questions and Answers about the Proxy Materials and The Annual Meeting Who Will Pay The Costs Of Soliciting Proxies? Proxies will be solicited initially by mail. Further solicitation may be made in person or by telephone, electronic mail, or facsimile. The Company will bear the expense of preparing, printing, and mailing this Proxy Statement and accompanying materials to our stockholders. Upon request, the Company will reimburse brokers, banks, and other nominees for reasonable expenses incurred in forwarding copies of the proxy materials relating to the Annual Meeting to the beneficial owners of our common stock.   In 2021,2022, the Company retained Broadridge, an independent proxy solicitation firm, to assist in soliciting proxies from stockholders. The Company paid Broadridge a fee of approximately $84,000$113,000 as compensation for its services and was reimbursed for its out-of-pocket expenses. The fee amount was not contingent on the number of stockholder votes cast in favor of any proposal, and Broadridge is prohibited from making any recommendation to our stockholders to either accept or reject any proposal or otherwise express an opinion concerning a proposal. Proxy solicitation fees in 20222023 are expected to be comparable to those paid in 2021.2022.   88 J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement Questions and Answers about the Proxy Materials and the Annual Meeting What Other Business Will Be Presented At The Annual Meeting? As of the date of this Proxy Statement, the Board knows of no other business that may properly be, or is likely to be, brought before the Annual Meeting. If any other matters should arise at the Annual Meeting, the persons named as proxy holders, Kirk Thompson and John N. Roberts, III, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If, for any unforeseen reason, any of the director nominees are not available to serve as a director, the named proxy holders will vote your proxy for such other director candidate or candidates as may be nominated by the Board.   What Is The Deadline For Stockholder Proposals For The 20232024 Annual Meeting? In order for a stockholder proposal to be eligible to be included in the Company’s Proxy Statement and proxy card for the 20232024 Annual Meeting of Stockholders, the proposal:   (1) must be received by the Company at its executive offices, 615 J.B. Hunt Corporate Drive, Lowell, Arkansas 72745, Attention: Corporate Secretary, on or before November 24, 2022,17, 2023, and (2) must concern a matter that may be properly considered and acted upon at the Annual Meeting in accordance with applicable laws, regulations and the Company’s Bylaws and policies, and must otherwise comply with Rule 14a-8 of the Securities Exchange Act of 1934, as amended.   In order for a stockholder to nominate a director candidate for election or introduce a proposal to be considered at our Annual Meeting which is not intended to be included in the Company’s proxy materials for such meeting, our Bylaws provide that the stockholder must give written notice to our Secretary at the Company’s principal executive offices, and such notice must be received by the Secretary not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, in advance of the anniversary of the previous year’s Annual Meeting if such meeting is held on a day not more than 30 days before and not later than 60 days after the anniversary of the previous year’s Annual Meeting. With respect to any other Annual Meeting of stockholders, including in the event that we did not hold an Annual Meeting the previous year, the stockholder’s notice is timely only if it is delivered to the Secretary at the Company’s principal executive offices no earlier than the close of business on the 120th day prior to the Annual Meeting and no later than the close of business on the later of the 90th day prior to the Annual Meeting and the 10th day after the Company publicly announces the date of the current year’s Annual Meeting. To be in proper written form, a stockholder’s notice to the Secretary, including a notice pursuant to Rule 14a-19 under the Exchange Act, must comply with all requirements contained in our Bylaws, a copy of which may be obtained upon written request to the Secretary.   J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement 81 Questions and Answers about the Proxy Materials and The Annual Meeting Accordingly, in connection with our 20232024 Annual Meeting of Stockholders, a stockholder intending to introduce a proposal or nominate a director, but not intending the proposal or nomination to be included in the Company’s Proxy Statement and proxy card for such Annual Meeting, must provide written notice to the Secretary at the Company’s executive offices, at 615 J.B. Hunt Corporate Drive, Lowell, Arkansas 72745, Attention: Corporate Secretary, and such notice must be received by the Secretary not earlier than the close of business on December 29, 2022 and not later than the close of business on January 28, 2023.2024. Because our advance notice bylaws require earlier notice than Rule 14a-19, all notices required under Rule 14a-19 must also be received by the Secretary not later than the close of business on January 28, 2024. The persons appointed by our Board to act as proxy holders for such Annual Meeting (named in the form of proxy) will be allowed to use their discretionary voting authority with respect to any matter or proposal not properly presented for a vote at such meeting.   Where Can I Find The Voting Results Of The Annual Meeting? The Company will publish final voting results of the Annual Meeting on a Form 8-K within four business days after the annual stockholders meeting on April 28, 2022.27, 2023.   J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement 89 Questions and Answers about the Proxy Materials and the Annual Meeting What Should I Do If I Receive More Than One Set Of VotingNotice of Internet Availability of Proxy Materials? You may receive more than one setNotice of voting materials, including multiple copiesInternet Availability of this Proxy Statement and multiple proxies or voting instruction cards.Materials. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction cardnotice for each brokerage account. If you are a registered owner and your shares are registered in more than one name, you will receive more than one notice. Please submit a proxy card. Pleaseto vote your shares to which each notice relates by internet as described above, or if you requested to receive the proxy materials by mail, complete, sign, date, and return each proxy and instruction card that you receive. If you have shares held in one or more “street names,” then you must complete, sign, date, and return to each bank, broker, or other nominee through which you hold shares each voting instruction form received from that bank, broker, or other nominee (or obtain a proxy from each such nominee holder if you wish to vote during the Annual Meeting).   What Is Householding? In an effort to reduce printing costs and postage fees, the Company has adopted a practice approved by the Securities and Exchange Commission (the SEC)SEC called “householding.” Under this practice, certain stockholders who have the same address and last name will receive only one copy of thisthe Notice of Internet Availability of Proxy Statement and the Company’s Annual Report,Materials or, if subsequently requested, only one set of proxy materials, unless one or more of these stockholders notifies the Company that he or she wishes to continue receiving individual copies. Stockholders who do not participate in householding will continue to receive separate notifications or sets of proxy cards.material.   If you share an address with another stockholder and received only one copy of this Proxy Statement and the Company’s Annual Reportnotification or set of proxy materials and would like to request a separate copy of these materials,copies, or if you do not wish to participate in householding in the future, please:   (1) mail such request to J.B. Hunt Transport Services, Inc., Attention: Corporate Secretary, 615 J.B. Hunt Transport Services, Inc., Attention: Corporate Secretary, 615 J.B. Hunt Corporate Drive, Lowell, Arkansas 72745, or (2) call the Corporate Secretary toll-free at 800-643-3622.   Similarly, you may also contact the Company if you received multiple copies of the Company’snotification or set of proxy materials and would prefer to receive a single copy in the future.   What Do I Need To Do Now? First, read this Proxy Statement carefully. Then, if you are a registered owner, you should, as soon as possible, submit your proxy by voting electronically via the internet or if you requested a proxy card by mail, by executing and returning the proxy card or by voting electronically viausing the Internet or by telephone.telephone option provided. If you are the beneficial owner of shares held in “street name,” then you should follow the voting instructions of your broker, bank, or other nominee. Your shares will be voted in accordance with the directions you specify. If you submit an executed proxy card to the Company, but fail to specify voting directions, your shares will be voted:   (1) (1) FOR the election of the nominees for director named in this Proxy Statement, (2) FOR the resolution approving the Company’s compensation of its named executive officers, (3) FOR ratification of the appointment of PwC as the Company’s independent registered public accounting firm for the 2022 calendar year 82 J.B. HUNT TRANSPORT SERVICES, INC.     Proxy Statement, (2) Questions and Answers about FOR the Proxy Materials and The Annual Meetingresolution approving the Company’s compensation of its named executive officers, (3) To hold a stockholder advisory vote on the Company’s executive compensation every ONE YEAR, (4) FOR ratification of the appointment of PwC as the Company’s independent registered public accounting firm for the 2023 calendar year   Who Can Help Answer My Questions? If you have questions concerning a proposal or the Annual Meeting, if you would like additional copies of this Proxy Statement, or if you need directions to or special assistance at the Annual Meeting, please call the Corporate Secretary toll-free at 800-643-3622. In addition, information regarding the Annual Meeting is available at our website, jbhunt.com.   90 J.B. HUNT TRANSPORT SERVICES, INC.Proxy Statement 83