J.B. HUNT TRANSPORT SERVICES, INC.
2021 Notice of Annual Meeting, Proxy Statement and Annual Report
Table of Contents
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Letter to Our Stockholders And Employees
Notice Of Annual Meeting Of Stockholders
Proxy Statement
Proxy Summary
Proposal Number One – Election Of Directors
Information About The Board
Nominees For Director
Director Compensation
Executive Officers Of The Company
Security Ownership Of Management
Corporate Governance
Audit Committee
Executive Compensation Committee
Nominating And Corporate Governance Committee
Principal Stockholders Of The Company
Executive Compensation
Compensation Discussion And Analysis
Process Of Setting Compensation
2021 Compensation
Summary Compensation
Grants Of Plan-Based Awards
Outstanding Equity Awards At Calendar Year-End
Restricted Share Units Vested
Nonqualified Deferred Compensation
Potential Post-Employment Benefits
Ceo Pay Ratio
Report Of The Executive Compensation Committee
Proposal Number Two – Advisory Vote On Executive Compensation
Report Of The Audit Committee
Proposal Number Three – Ratification Of Independent Registered Public Accounting Firm
Questions And Answers About The Proxy Materials And The Annual Meeting
J.B. HUNT TRANSPORT SERVICES, INC. Table of Contents
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Table of Contents
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2021 Annual Report
PART I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
Item 6.
[Reserved]
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accounting Fees and Services
PART IV
Item 15. Exhibits, Financial Statement Schedules
Signatures
J.B. HUNT TRANSPORT SERVICES, INC. Table of Contents
To our Stockholders and Employees,
When disruptive challenges approach, you can adapt, seize the opportunity to learn and
accelerate into a solution. Or you can stay stagnant and deny change. I mention this because
we knew the complexities caused by the global pandemic would follow us into 2021, but we felt
stronger and more resilient than ever. We armed ourselves with everything we had learned in
2020 – confident of the investments we made in our people, our technology and our equipment.
Feeling equipped and prepared for the work ahead, we narrowed in on our mission – to create
the most efficient transportation network in North America – and our numbers tell that same story.
$12.2B
Full year 2021
revenue, up 26%
$10M
Employee appreciation
bonuses to company
drivers, maintenance
technicians and
full-time hourly
employees
3.49M
Metric tons of CO2e
emissions we helped
avoid by converting
over-the-road loads
to intermodal
$2B
Transactions
processed through
the J.B. Hunt 360°®
freight-matching
platform
$1.6M
Safe driver bonuses
recognizing 116 drivers
for achieving 2, 3, 4
and 5 million miles
driven without a
preventable accident
1.3M
Loads recorded on
J.B. Hunt 360
889K
Trucks we facilitated
access to through
J.B. Hunt 360
100K
Overall intermodal
containers we
surpassed in 2021
34K
COVID-19 vaccine
doses administered at
vaccine clinics held on
our corporate campus
3,500
Record-breaking
number of new
non-driver employees
hired in 2021
Establishing a workplace of “culture cultivators” is essential to ensuring a company thrives.
Last year, we took big steps to drive us forward in Diversity & Inclusion and were named one
of “America’s Best Employers for Diversity 2021” by Forbes. The strength of a diverse workplace
bolstered us to rise to the occasion of another disruptive year. Providing value for our customers
and executing with excellence connects our 33,000 employees with our founders’ roots and
company goals, but also with each other.
J.B. HUNT TRANSPORT SERVICES, INC. Letter To Our Stockholders and Employees
3
Letter to Our Stockholders and Employees
Our philosophy is simple: We take care of our people, and our people take care of our business.
Looking back over the last year, our success is a direct reflection of our exceptional people –
and the culture kept since 1961.
Growing Our Technology
We understand that to continually innovate, we need to accelerate with technology. It’s an
enabler for our safety, environmental sustainability, and business longevity, and it provides key
support to our mission of creating the most efficient transportation network in North America.
Compounding the work of our Engineering & Technology teams with strategic collaborations
has spurred the impressive growth of our multimodal digital freight marketplace, J.B. Hunt 360.
J.B. Hunt 360 creates efficiency and cost savings across supply chains by providing greater
visibility of available capacity in the transportation market. This helps optimize the movement
of freight in North America and eliminates wasted time and empty miles by matching the right
load with the right truck at the right time. In 2021, approximately 1.3 million loads were processed
through the platform, utilizing nearly 889,000 trucks, including J.B. Hunt-operated and third-party
carriers’ vehicles. This is up from 1.2 million loads and 750,000 trucks in 2020, respectively.
In 2021, J.B. Hunt made two strategic technology integrations with J.B. Hunt 360:
• We expanded the reach of our platform - making our customers’ freight more readily
available to more carriers. In turn, this: 1) enhanced visibility into the transportation market,
expanding our tracking capabilities, and 2) reduced or eliminated ineffective daily tasks –
such as time booking a shipment and unnecessary communication during the quoting and
booking process. Securing capacity and managing logistics needs through the platform
continues to provide much needed efficiency and visibility for shippers and carriers alike.
• We established a multi-year alliance with Google to accelerate J.B. Hunt’s digital
transformation and collaborate on next-generation supply chain platform technology.
Powered by Google Cloud’s innovative cloud technologies, J.B. Hunt 360 will better
predict outcomes, empower users, and help shippers and carriers make informed
decisions. We will also develop new services to digitally transform the shipping and
logistics experience by using advanced artificial intelligence (AI) and machine learning
(ML) tools from Google Cloud.
Addressing Capacity Issues
Supply chain congestion was another variable that impacted our operations and the operations
of so many others. However, we never waivered in delivering solutions to our customers.
Last November, J.B. Hunt launched our first transload service to help customers experiencing
congestion in the New York metro area by providing a one-stop source for quickly transferring
ocean freight onto equipment for domestic transport. Shippers can leverage J.B. Hunt Intermodal
and J.B. Hunt Highway Services to move freight outbound from the facility, providing line haul
capacity to anywhere in the United States. Taking it one step further, we increased our efficiency
by handling port drayage and final door delivery, as well as arranging for services such as
sorting, labeling, palletization and shrink wrap.
4
J.B. HUNT TRANSPORT SERVICES, INC. Letter To Our Stockholders and Employees
Letter to Our Stockholders and Employees
We also committed to add 12,000 new intermodal containers to our fleet – surpassing 100,000
intermodal containers overall in October. This was part of a $1.25 billion capital investment plan
for 2021 to increase J.B. Hunt’s total container and trailer capacity by 12%.
By expanding our J.B. Hunt 360box® program with 3,000 new trailers, we are giving shippers
more solutions that lower costs, while improving transportation efficiency. The flexibility
shippers receive with this program adds capacity to their supply chain and provides access
to one of the industry’s largest power-only carrier platforms.
Furthermore, we tapped into our flatbed carrier base to help relieve port congestion. A
power-only carrier would typically wait for an empty chassis to haul away a container, but a
flatbed carrier can load the container directly onto its trailer. This solution can decrease transit
time by days during peak seasons, putting freight on the road faster and getting retailers and
distribution centers stocked more quickly.
Empowering People and Communities
A strong company is one that is rich in diversity and champions inclusivity. We put great
importance on creating a lasting culture of inclusion that rallies around and encourages its
many forms. Our company culture, including our corporate giving practices, reflect the desire
to support inclusive practices.
We formally launched our Inclusion Office in 2021, led by our first VP of Inclusion, Jermaine
Oldham, a five-year employee and former United States Air Force service member. Mr. Oldham
and his team are working to expand and lead our Enterprise Inclusion strategy and help foster
a more inclusive culture at J.B. Hunt.
Focusing on mental health is also part of our culture of empowering and supporting
employees. We recently gave a $1.25 million contribution to the American Foundation for
Suicide Prevention (AFSP) to support a variety of AFSP programs nationwide, including
education and community resources to create much-needed space for critical conversations
around mental health and suicide prevention.
Bridging the gap between inclusive education and transportation’s next generation of leaders
is very important to us. Last year, we announced another collaboration with the University of
Arkansas to enhance supply chain efficiency and prepare industry leaders. We created the J.B.
Hunt Transport Services Inc. Inclusion in Supply Chain Endowed Scholarship Fund to establish
an ongoing scholarship program at the University of Arkansas – encouraging students to
pursue supply chain careers and contribute to the college’s diverse educational environment.
The endowed fund is based on an initial investment of $1 million.
We remain committed to hiring and supporting military members. In 2021, J.B. Hunt was one of
15 recipients of the 2021 Secretary of Defense Employer Support Freedom Award and ranked
a top 10 Military Friendly® Employer by VIQTORY for the 15th consecutive year. This year also
marked the eighth consecutive year we’ve helped Wreaths Across America deliver 2.2 million
wreaths to over 2,100 cemeteries across the country to honor fallen veterans.
J.B. HUNT TRANSPORT SERVICES, INC. Letter To Our Stockholders and Employees
5
Letter to Our Stockholders and Employees
We desire to improve the communities where we live and operate, especially when it comes to
the healthcare of our people and their families. J.B. Hunt has supported Arkansas Children’s for
nearly four decades through annual employee giving campaigns and leadership gifts to support
capital projects, programs and services. We recently committed $1 million annually for five years
to support future expansion at Arkansas Children’s Northwest. This new commitment of $5
million brings J.B. Hunt’s overall investment in Arkansas Children’s Northwest to $10 million.
When the pandemic began, we deployed resources to support COVID-19 relief – including a
donation of 300,000 pieces of PPE to local medical facilities and a one-time bonus totaling $14
million for drivers and personnel who kept the country’s freight moving. That support continued
in February 2021 when we hosted COVID-19 vaccine clinics at J.B. Hunt corporate headquarters
in conjunction with Northwest Arkansas Council. As of early March, more than 34,000 doses
have been administered to our local community at vaccine clinics held on our corporate campus
and even more at clinics held at various company facilities throughout the country.
Telling Our Sustainability Story
Reducing wasted miles and carbon footprints is synonymous with driving efficiency and
optimizing supply chains, which is work we’ve been doing for a while. In most recent years,
J.B. Hunt has improved our efforts to be more transparent about our ESG performance –
publishing our comprehensive 2020 Sustainability Report, prepared in accordance with the
Task Force on Climate-related Financial Disclosures (TCFD), Global Reporting Initiative (GRI)
and SASB frameworks. The report, a first of its kind for the company, details our commitment
to employees, customers, shareholders, vendors and suppliers and the communities where
we operate. We are excited about this progress and are proud to be leaders in sustainable
transportation, helping to drive the industry toward a low-carbon future. We welcome the
accountability this type of transparency brings, because it shines a light on the important
work in environmental sustainability and raises the bar for others in the industry.
A New Frontier
We believe in the benefits of emerging technology and feel the responsibility to evaluate it.
Being involved in shaping the go-to-market strategy and correlating public policy efforts will
help ensure that we can safely introduce new technology to blend into J.B. Hunt’s robust
portfolio of solutions as it becomes viable.
While we believe there will be a need for highly skilled, professional drivers for the foreseeable
future, it is important for J.B. Hunt as an industry leader to be involved early in the development
of advanced autonomous technologies and driving systems to ensure that their implementation
will improve efficiency while enhancing safety.
In June 2021 we collaborated with Waymo, the leading autonomous driving technology
developer, to autonomously move freight in Texas for one of J.B. Hunt’s leading customers.
The test run used Waymo Via, the company’s autonomous Class 8 trucking unit powered by
the Waymo Driver, to haul freight between facilities in Houston and Fort Worth, Texas. The
transport was completed using Level 4 autonomous driving technology supervised by Waymo
autonomous specialists with a commercially licensed driver and a software technician on board
6
J.B. HUNT TRANSPORT SERVICES, INC. Letter To Our Stockholders and Employees
Letter to Our Stockholders and Employees
to monitor every aspect of the Waymo Driver’s operations throughout the runs. This was one
of the first opportunities for J.B. Hunt to receive data and feedback on customer freight moved
with a Class 8 tractor operating at this level of autonomy, which proved wholly successful.
The trial run is just the beginning. In January of this year, we furthered our relationship with
Waymo by announcing a long-term, strategic alliance to advance the integration of commercial
autonomous driving technology in transportation and logistics, with ultimate plans to complete
fully autonomous transport in Texas in the next few years.
60 Years of J.B. Hunt
It was very fitting that in 2021 we celebrated J.B. Hunt’s 60th anniversary. We marveled at how
far the company has come, and it tasted that much sweeter following such a tough year. Built
on a solid foundation since 1961, I believe that the disruptions we’ve overcome so far, and
our response to each of them, will encourage future generations when they look back on our
company’s history.
The best is yet to come for J.B. Hunt. Like so many others, I’m proud to play a part in our
innovation that will keep us relevant for the next 60 years. It’s an exciting time for us to be on
the edge of the next era of transportation, and rallied together as one, we are prepared for
whatever lies ahead.
Growth is our oxygen, and I know we have a bright future ahead of us as we enter 2022
focused on becoming bigger, stronger, better… together.
John N. Roberts, III
President & Chief Executive Officer
Director
Kirk Thompson
Chairman of the Board of Directors
Director
J.B. HUNT TRANSPORT SERVICES, INC. Letter To Our Stockholders and Employees
7
J.B. HUNT TRANSPORT SERVICES, INC.
615 J.B. Hunt Corporate Drive
Lowell, Arkansas 72745
479-820-0000
Internet Site: jbhunt.com
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD APRIL 28, 2022
The Annual Meeting of Stockholders of J.B. Hunt Transport Services, Inc. (the Company) will
be held April 28, 2022, at 10 a.m. (CDT) at the Company’s headquarters, located at 615 J.B.
Hunt Corporate Drive in Lowell, Arkansas, for the following purposes:
1
2
3
4
To elect Directors for a term of one (1) year
To consider and approve an advisory resolution regarding the Company’s
compensation of its named executive officers
To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s
independent registered public accounting firm for the 2022 calendar year
To transact such other business as may properly come before the Annual Meeting
or any adjournments thereof
Only stockholders of record on March 8, 2022, will be entitled to vote at the meeting or any
adjournments thereof. The stock transfer books will not be closed.
The 2021 Annual Report to Stockholders is included in this publication.
By Order of the Board of Directors
JENNIFER R. BOATTINI
Corporate Secretary
Lowell, Arkansas
March 24, 2022
8
J.B. HUNT TRANSPORT SERVICES, INC. Notice of Annual Meeting
Proxy Statement Summary
YOUR VOTE IS IMPORTANT
PLEASE EXECUTE YOUR PROXY WITHOUT DELAY
J.B. HUNT TRANSPORT SERVICES, INC.
615 J.B. Hunt Corporate Drive
Lowell, Arkansas 72745
479-820-0000
Internet Site: jbhunt.com
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies by J.B. Hunt Transport Services,
Inc. (the Company), on behalf of its Board of Directors (the Board), for the 2022 Annual Meeting of Stockholders
(the Annual Meeting). The Proxy Statement and the related proxy card are being distributed on or about March
24, 2022.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDERS MEETING TO BE HELD APRIL 28, 2022
This Proxy Statement and our 2021 Annual Report to Stockholders, which includes our Annual Report on
Form 10-K, are available at jbhunt.com.
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING
Item
Election of Directors
Advisory Vote on Executive Compensation
Ratification of Independent Registered Public Accounting Firm
Board
Recommendations
FOR
FOR
FOR
Further
Details
Page 24
Page 77
Page 81
YOU SHOULD CAREFULLY READ THIS PROXY STATEMENT IN ITS ENTIRETY
The summary information provided above is for your convenience only and is merely a brief description of
material information contained in this Proxy Statement.
YOUR VOTE IS IMPORTANT
IF YOU ARE A REGISTERED OWNER, YOU MAY VOTE BY INTERNET, TELEPHONE, OR BY COMPLETING,
SIGNING, AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT TO US IN THE
ACCOMPANYING ENVELOPE AS PROMPTLY AS POSSIBLE
IF YOU ARE A BENEFICIAL OWNER, PLEASE FOLLOW THE VOTING INSTRUCTIONS OF YOUR BROKER,
BANK, OR OTHER NOMINEE AS PROVIDED WITH THIS PROXY STATEMENT AS PROMPTLY AS POSSIBLE
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
9
Proxy Statement Summary
DIRECTOR NOMINEES
Name
Occupation
Age
Director
Since
Other Current
Directorships
with Publicly
Independent
Held Companies Committees Upon Election
Douglas G.
Duncan
FedEx Freight
Corporation
(retired)
Francesca M.
Edwardson
Wayne
Garrison
American
Red Cross
of Chicago &
Northern Illinois
(retired)
J.B. Hunt
Transport
Services, Inc.
(retired)
Sharilyn S.
Gasaway
Alltel Corp.
(retired)
71
2010
Yes
Benchmark
Electronics, Inc.
Audit
Corporate Governance
64
2011
Yes
Duluth
Holdings, Inc.
Audit
Corporate Governance
69
1981
No
53
2009
Yes
Genesis Energy, LP
Audit (Chair)
Compensation
Corporate Governance
Gary C.
George
Thad Hill
George’s Inc.
71
2006
Yes
Corporate Governance (Chair)
Calpine
Corporation
54
2021
Yes
Compensation
Compensation
Corporate Governance
Bryan
Hunt, Jr.
Hunt Automotive
Group
63
1991
No
Gale V. King
Nationwide
Mutual
Insurance Co.
(retired)
John N.
Roberts, III
President and
Chief Executive
Officer
James L.
Robo
NextEra
Energy, Inc.
65
2020
Yes
AutoZone, Inc.
Compensation
Corporate Governance
57
2010
No
59
2002
Yes
NextEra Energy, Inc.
Compensation (Chair)
NextEra Energy
Partners, LP
Corporate Governance
Kirk
Thompson
Chairman of
the Board
68
1985
No
10
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
Proxy Statement Summary
COMPENSATION OBJECTIVES, PRINCIPLES AND PRACTICES
We believe the ability to attract, retain and provide appropriate incentives for 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 overall compensation philosophy of the
Company’s Board of Directors and management is guided by the following principles:
Recruitment and Retention
Performance and Responsibility
The Company aims to attract, motivate and retain
high-performing diverse 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.
Total compensation should be tied to and vary with
performance and responsibility, both at the Company
and individual levels, 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
Long-term Incentive
A large portion of total compensation should be
tied to Company performance, and therefore
at risk, as position and responsibility increase.
Individuals with greater roles and the ability to
directly impact strategic direction and long-term
results should bear a greater portion of the risk.
Awards of long-term compensation encourage
participating employees to focus on the Company’s
long-range growth and development and incent them
to manage from the perspective of stockholders with
a meaningful stake in the Company, as well as focus
on long-term career orientation.
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
11
Proxy Statement Summary
2021 BUSINESS HIGHLIGHTS
Consolidated Revenue
(in millions)
$15,000
$15,000
$15,000
$12,000
$12,000
$12,000
$9,000
$9,000
$9,000
$6,000
$6,000
$6,000
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2019
2019
2020
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2021
2021
$0
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
Consolidated Operating Income
(in millions)
Diluted EPS
$1,200
$1,200
$7.00
$7.00
$1,000
$1,200
$1,000
$800
$1,000
$800
$600
$800
$600
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J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
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.
4
7
4
$
.
3
4
4
$
.
7
7
4
$
.
4
7
4
$
.
Proxy Statement Summary
J.B. HUNT
CONSOLIDATED
INTERMODAL
(JBI)
DEDICATED
(DCS)
REVENUE
$12.2B
26%
REVEN UE
$5.5B
17%
R EVEN UE
$2.6B
17%
OPERATING INCOME
OPER ATI NG IN CO ME
O PER ATI NG IN CO ME
$1.0B
47%
$603M
41%
$304M
3%
INTEGRATED
(ICS)
FINAL MILE
(FMS)
TRUCKLOAD
(JBT)
REVENUE
$2.5B
53%
REVEN UE
$842M
22%
R EVEN UE
$796M
72%
OPERATING INCOME
OPER ATI NG IN CO ME
O PER ATI NG IN CO ME
$46M
$91M
$28M
$29M
$65M
292%
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
13
Proxy Statement Summary
J.B. HUNT CORPORATE RESPONSIBILITY
Overview/Mission Statement
In 2021, J.B. Hunt celebrated 60 years of doing business. Both reflection and foresight reveal that our success rests
on our employees navigating the complexities of the industry and creating value for customers by eliminating waste,
reducing costs, establishing strong relationships and delivering exceptional service. The Board and Management
recognize that the balance of sound corporate governance combined with environmental and social responsibility is
the soil where healthy, sustainable business grows. This foundational model offers benefits for all stakeholders.
Our priorities are apparent in our key areas of investments - people, equipment and technology. We understand
the honor of being an industry leader comes with the responsibility to keep roadways and employees safe, which
we do not take for granted. It has also become increasingly important that we not only recognize the diversity
throughout our value chain but create a lasting culture of inclusion that celebrates and encourages diversity in its
many forms. Additionally, we feel the urgency to focus on reducing our carbon footprint and uphold our role as
good stewards of the environment. Being at the forefront of the latest technology helps us to significantly improve
both our efficiency and safety.
We believe that this work contributes to the success of our customers, raises the bar in our industry and gives
our employees a shared purpose, which creates value for all our stakeholders. We aim to seek out and implement
long-term strategies that positively shift the trajectory of the industry and, in turn, help us to accomplish our
mission: to create the most efficient transportation network in North America.
14
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
Proxy Statement Summary
Sustainability
Like the previous 60 years, 2021 was marked by progress and exploration in our sustainability journey. Our
willingness to embrace a spirit of curiosity and champion diverse perspectives propels us forward while remaining
people-focused keeps us grounded.
Our sustainability journey started before the word sustainability was popular and we continue to take steps to
increase our efforts to share that story with our stakeholders. In 2019, the executive management team advanced
these efforts with the establishment of our Sustainability Committee led by our then Chief Operations Officer, Craig
Harper. Mr. Harper was named our Chief Sustainability Officer in November 2020. In 2021, under the direction of
Mr. Harper and with the help of many others, J.B. Hunt was able to successfully launch its first ever Sustainability
Report in accordance with the Global Reporting Initiative (GRI) Standard and in alignment with the Sustainability
Accounting Standards Board (SASB) and Task Force on Climate-related Financial Disclosures (TCFD) frameworks.
The Sustainability Committee is comprised of a diverse group of employees responsible for identifying
opportunities to advance our measurement, management and disclosure of our sustainability efforts. The work
of this group helps identify and mitigate risks such as climate-related risks and other topics within the social and
governance aspects of sustainability, including diversity and sustainable procurement. Members of the Committee
regularly present to our Nominating and Corporate Governance Committee on the Company’s efforts and
investments made to reduce our greenhouse gas (GHG) emissions as part of its oversight of fossil fuel efficiency
and progress on reducing the Company’s environmental impact.
Environmental Matters
The Company recognizes that reducing GHG
emissions in our business is important to our
stockholders, our customers, the communities we
serve, the global environment and ultimately the
future success of our Company. Increasingly, our
customers are making environmental responsibility
a priority in their business decision-making, and the
same is true for the Company. We’ve worked hard
to create solutions to reduce carbon emissions and
maintain sound environmental and social responsibility
while reducing costs and meeting or exceeding our
customers’ operational needs. Our business strategy
continues to work toward and prepare for the low-
carbon transition and constantly evolves to offer the
necessary mix of transportation and logistics services
to minimize our carbon footprint.
In 2021, J.B. Hunt collaborated with autonomous driving
technology developer Waymo on autonomous delivery trials
in Texas for one of J.B. Hunt’s leading customers.
We’re constantly seeking sustainable solutions to address capacity and efficiency through technology. Technology-
driven initiatives from the past year that support our climate strategy efforts and address capacity issues include:
• Working with Google to collaborate on next-generation supply chain platform technology and expand the J.B.
•
Hunt 360°® platform to increase efficiencies and enhance visibility across the supply chain
Integrating the freight-matching platform within J.B. Hunt 360 with KeepTruckin’s Smart Load Board and SAP®
ERP to provide greater visibility into capacity and offer carriers freight opportunities that better align with their
operations
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
15
Proxy Statement Summary
• Actively pursuing autonomous vehicle technology with Waymo Via by first conducting a successful pilot
project with a leading customer in Texas, then announcing a long-term collaboration to advance commercial
autonomous driving technology
• Addressing the disruptive capacity issues by investing in additional equipment, including12,000 new
intermodal containers and 3,000 new J.B. Hunt 360box trailers
We remain encouraged by the advancements being made with alternative fuel vehicles and we believe that they
have the potential to significantly reduce our Scope 1 emissions. However, until economically viable alternatives
are available, challenges to further reduce our carbon emissions include but are not limited to the availability of
commercial diesel-powered equipment and our ability to convert over-the-road (OTR) shipments to rail through
our intermodal service offering, which on average reduces a shipment’s carbon footprint by 60% versus highway
truck transportation.
As fossil fuels represent a significant component of operating costs, management is continually working to
minimize the volume used, such as adopting the most advanced technologies provided from original equipment
manufacturers (OEM), utilizing aftermarket products to reduce fuel burn, adopting policies to incentivize reduced
fuel burn and assisting manufacturers in developing commercially viable alternative fuel sources.
The Company recognizes that reducing our carbon footprint is a continuous journey, and we believe the following
items support our commitment to reducing our environmental impact:
Championing Intermodal Conversion
J.B. Hunt leads the industry in converting OTR shipments to the safer, more efficient, cost effective and
environmentally friendly intermodal services. Conversion is 2.5 times more fuel efficient than standard truck transport.
We estimate that in 2021, our intermodal segment helped to avoid 3.49 million MT CO2e compared to transportation
by truck alone – the equivalent of:
•
•
•
58,168,538 urban tree seedlings planted and grown for 10 years
758,720 passenger vehicles off the roads for one year
420,495 average U.S. homes’ total annual energy consumption
Based on analysis of Shipper 360°® transactions and our annual bid activity, J.B. Hunt estimates that an additional
7 to 11 million shipments could be converted to intermodal, generating further carbon reductions, while supporting
long-term growth opportunities for our intermodal business. As champions of intermodal conversion, we grew our
intermodal fleet to surpass 100,000 containers overall in 2021.
Renewable Technology
J.B. Hunt invests in renewable technology solutions. Company assets are equipped with solar-powered tracking
units that allow us to optimize the usage of trailing equipment and other resources by providing the most accurate
information regarding the location and status of the units. This technology allows J.B. Hunt to increase the efficiency
of its assets, reduce empty miles and costs and gain better control over its operations.
Energy-Efficient Trucks and Equipment
We maintain a modern fleet with an average truck age of only 2.5 years as compared to the ~5.4-year industry
average. Modernization ensures that we maintain the latest in emission reduction technologies. We also spec our
equipment to maximize fuel efficiency with features including aerodynamic packages for both tractors and trailers,
governor to limit speed and improve fuel efficiency, idle-reducing cab heaters and automatic manual transmissions
(AMTs) that all contribute to improved fuel economy
16
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
Proxy Statement Summary
Fuel Technology
Fuel is one of the largest sources of carbon emissions within the supply chain. We strive to find advanced fuel
solutions for customers, including the use of biofuels and ensuring the fuel efficiency of our fleets. In 2021, 51% of all
fuel purchased was a bio-blended diesel product or renewable diesel. The Company’s total weighted average of fuel
from renewable sources was 11%.
Engineering for Efficiency
J.B. Hunt has a dedicated engineering team that helps customers optimize their shipping strategy to minimize total
miles, maximize payload, and reduce carbon emissions per shipment.
CLEAN Transport™ Carbon Calculator
J.B. Hunt’s proprietary tool calculates a customer’s carbon footprint. We then offer mode conversion solutions,
displaying how much carbon reduction can be achieved by converting a load to an intermodal shipment.
Carbon Diet
We provide support to customers with a company developed sustainability practice called the “Carbon Diet.” We
educate customers on best practices in supply chain sustainability and supply the resources needed to be successful.
The primary components include the use of biogenic fuels, mode conversion, route optimization, the optimized fuel
efficiency of our diesel fleet and the exploration and calculated potential impact of alternative vehicles.
Alternative Vehicles
We continually seek and evaluate opportunities to utilize emerging technologies in the area of exhaust-free vehicles.
In 2017, we were one of the first to place an order for an all-electric heavy-duty Class 8 truck. We anticipate further
progress in the years ahead regarding the availability, commercial viability and infrastructure required to run alternative
fuel trucks.
Social Matters
J.B. Hunt recognizes that operating a successful,
sustainable business means acknowledging and
addressing important and relevant social issues
with sincerity. As a company, we support numerous
initiatives in many ways that reflect the values
most important to our employees, customers, and
the communities where we operate. With over
33,000 J.B. Hunt employees across North America
(~22,000 of which are our truck drivers), we believe
our focus on safety, career development, fostering
a diverse and inclusive workplace and giving
back to the communities we serve are among our
highest priorities.
J.B. Hunt’s Latinos Engaging, Advancing and Developing
(LEAD) resource group works to cultivate relationships with
the community through inclusion of Latino culture, including
attending the Northwest Arkansas Hispanic Heritage Festival.
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
17
Proxy Statement Summary
Public Safety
Our commitment to safety, which is a cornerstone of our business, has not deterred us from our goal of providing
best-in-class service to our customers. Ensuring the roads are safe for our drivers and the motoring public is
important to us as a key social responsibility and as a business concern. We train drivers extensively to understand
and comply with all required safety measures.
J.B. Hunt has made considerable investments in safety over the last two decades because first and foremost, it
is the right thing to do, and it is an investment with almost immeasurable returns. We share the road with millions
of people across the country every day, and our livelihood depends on keeping those roads as safe as possible
for everyone. In addition to complying with industry-relevant laws and mandates, J.B. Hunt makes its contribution
to public road safety in a variety of ways — driver training, drug testing and investing in technologies that make
drivers and equipment safer. We have continuously maintained a satisfactory safety rating from the Federal Motor
Carrier Safety Administration (FMCSA) since 1992. Our out-of-service (OOS) rates for vehicle, driver and HAZMAT
fall substantially below reported national averages in the FMCSA’s Safety and Fitness Electronic Records (SAFER)
System. In CSA (Compliance, Safety, Accountability), our safety performance falls below the threshold of FMCSA’s
on-road safety performance BASICs (Behavior Analysis and Safety Improvement Categories) in all categories.
Public safety is further promoted through smart purchasing decisions. As new safety technologies are made
available, we carefully evaluate each to determine the overall impact and benefit they could bring to our drivers,
trucks and equipment.
Intermodal Conversion
J.B. Hunt leads the industry in converting OTR shipments to intermodal. We estimate the conversion of shipments from
highway to rail has likely resulted in approximately 60 fewer truck-involved fatalities on our nation’s highways during
2021 (using industry average fatality rate per 100 million miles).
Defensive Driving Training
J.B. Hunt drivers are certified in a nationwide defensive driving program, involving classroom and in-vehicle training. All
drivers are recertified on a regular basis.
Monthly and Quarterly Safety Training
Our drivers participate in regular web-based and classroom safety training. Ongoing driver development is designed to
provide additional training for drivers, as well as keep them up to date on regulatory issues and company matters.
Hair Testing
In 2006, J.B. Hunt implemented a policy requiring hair testing for the presence of controlled substances in addition to
the U.S. Department of Transportation (DOT) required urine testing. Management believes hair testing serves as a more
accurate and stringent standard to base an individual’s habitual drug usage and has resulted in a material reduction in
unfavorable results from random and post-accident drug tests.
Automatic Onboard Recording Devices/ELDs
We began implementing automatic onboard recording devices in 2007. As an early adopter of this technology, we have
seen benefits in its ability to manage compliance with hours-of-service (HOS) regulations and reduce roadside inspection
violations. J.B. Hunt remains compliant with the mandate requiring electronic logging devices in commercial vehicles.
18
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
Proxy Statement Summary
Forward Collision Warning System
Installation of forward collision warning systems on our Class 8 tractors began in 2011. Currently, 98% of our company
Class 8 fleet is deployed with this equipment, which includes an automatic emergency braking system. We have seen a
significant reduction in rear-end collision frequency and costs since implementation of these systems.
Video-Recording Technology
Installation of video-recording equipment began in 2016. Currently, 98% of our Class 8 fleet has forward-facing cameras
installed. This equipment provides lane departure warnings and enhanced radar functionalities for some systems, such
as braking on stationary objects and pedestrian detection. The primary benefit of this technology is improving driver
safety performance.
Right-Side Blind Spot Detection
Based on positive driver feedback from testing new potential equipment features, J.B. Hunt has begun spec’ing
equipment with right-side blind spot detection. We expect this technology to aid our drivers in avoiding right lane
change, sideswipe and right turn collisions.
Truckers Against Trafficking
As the eyes and ears of the road, we want to empower everyone in the transportation industry to be part of the solution
to combat human trafficking. J.B. Hunt launched Truckers Against Trafficking training in 2014 and has trained over
133,000 people to recognize and report signs of human trafficking. In 2021, the two organizations led a combatting
human trafficking workshop at the University of Arkansas. Additionally, the Company became a signatory of the DOT’s
Transportation Leaders Against Human Trafficking Pledge in 2020.
Million Mile Program
Our annual Million Mile Celebration has been a J.B. Hunt tradition since 2001, when we celebrate our company drivers
who have reached one, two, three, four and five million accident-free miles. The company offers a safe-driving bonus,
hosts several days of events and honors drivers in the Walk of Fame. In 2021, we recognized 116 J.B. Hunt drivers.
COVID-19: Employee Safety And Health
In 2021, the complexities of the novel coronavirus (COVID-19) only intensified. We are proud of the role J.B. Hunt
essential workers have played throughout the COVID-19 pandemic to keep supply chains moving and deliver
essential goods. The health and well-being of our workforce is a priority as reflected by our cultural commitment to
safety. We strive to conduct all of our operations as safely as possible.
In 2020, we deployed our resources to support COVID-19 relief efforts in our communities including distributing
nearly 300,000 pieces of PPE to medical facilities in Northwest Arkansas. We also provided a one-time bonus of
$500, totaling $14 million, for drivers and personnel at field operations and customer facilities supporting the drivers
who kept the country’s freight moving as the effects of the COVID-19 pandemic were beginning to take hold.
And we have continued to provide support to our people and communities. Since February 2021, we have hosted
COVID-19 vaccine clinics at J.B. Hunt corporate headquarters in conjunction with Northwest Arkansas Council.
To date, more than 34,000 doses have been given out to our local community and even more at various company
facilities throughout the country.
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
19
Proxy Statement Summary
People Matters
Despite operating over 166,000 pieces of transportation equipment, our single greatest asset is our people.
J.B. Hunt strives to provide a supportive and safe work environment for its employees where diverse and
innovative ideas can be fostered to solve problems and provide value-added services for our customers. In
addition to our employees; our customers, vendors and the communities where we operate also share diverse
backgrounds and an equally diverse range of interests and passions. J.B. Hunt puts forth its best effort to
support initiatives reflecting the company values that are shared with its stakeholders.
Company Giving
Traditional philanthropic strategies often times rule out organizations that do not meet certain privileged criteria. J.B.
Hunt is proud to promote disruptive philanthropy, which fractures existing giving values and applies new technologies
and competitive charitable models to raise awareness about exclusion within traditional philanthropic strategies. J.B.
Hunt is a champion for advocating for organizations that, in the past, have not received the recognition or opportunities
that they may deserve. In 2021, company and employee contributions toward J.B. Hunt’s company pillars of Healthcare,
Veterans, Crisis Management and Education exceeded $6.3 million.
Veterans Hiring and Support
J.B. Hunt remains committed to hiring and supporting military members. In 2020, the company achieved a six-year
goal of hiring 10,000 veterans and has since pledged to hire 1,600 veterans per year. In 2021, J.B. Hunt was one of 15
recipients of the 2021 Secretary of Defense Employer Support Freedom Award, in recognition of our exemplary support
for National Guard and Reserve employees. The Company was also ranked a top 10 Military Friendly® Employer by
VIQTORY for the 15th consecutive year. This year also marked the eighth consecutive year we’ve helped Wreaths Across
America deliver 2.2 million wreaths to over 2,100 cemeteries across the country to honor fallen veterans.
Employee Healthcare
J.B. Hunt is committed to supporting the health of its workforce, which includes access to high quality benefits. We provide
tools and resources to support health plan selection to meet the unique needs of employees and their families. Benefit tools
provide individualized support to achieve the most effective healthcare outcomes with easy access to quality and cost data.
Benefits offer access to skilled professionals to manage chronic illness such as diabetes, high blood pressure and asthma,
as well as support to achieve and maintain healthy lifestyles and mental well-being. J.B. Hunt’s suite of benefits include
a number of voluntary benefit offerings covering a variety of needs and coverage options, like discounts on everyday
consumer items to pet insurance. In 2021, we reduced the benefit waiting period from 90 days to 30 in order to improve our
employees’ experience. In Spring 2021, eight hours of PTO were added under our existing emergency COVID-19 paid time
off plan for vaccination, available to all employees. J.B. Hunt benefit plans comply with all applicable laws.
Office of Inclusion
J.B. Hunt actively seeks to build an inclusive workplace because we recognize the benefits that a broad spectrum of
ideas, perspectives, skills, values, and beliefs bring to our operations every day. The Company formally launched our
Inclusion Office in 2021, led by our first VP of Inclusion Jermaine Oldham, a five-year employee and former United
States Air Force service member. Mr. Oldham and his team will work to expand and lead our Enterprise Inclusion
strategy and help foster a more inclusive culture at J.B. Hunt.
Information Privacy Protection Program (IP3)
J.B. Hunt’s Information Privacy Protection Program (IP3) is designed to ensure the privacy of J.B. Hunt’s workers,
customers, vendors, and other proprietary corporate information. Its mission is to employ privacy best practices in
collection, usage, storage and disposal of information in compliance with applicable regulations and to foster a culture
that values privacy through awareness. All non-driver personnel are required to complete IP3 training.
20
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
Proxy Statement Summary
Since February 2021, J.B. Hunt has worked closely
with the Northwest Arkansas Council to provide
onsite COVID-19 vaccine clinics for the community.
Employee Resource Groups (ERGs)
Our ERGs offer opportunities for employee professional development, community engagement, and networking.
Comprised of groups for women, Latinos, veterans, African Americans and the LGBTQIA+ community, our ERGs
promote camaraderie within the workforce and allow employees with similar interests to build meaningful work
relationships.
Elevating Employee Voices
Created in 2015, our ELEVATION initiative is a process where the company listens to the employees for their ideas on
how to improve the organization. Employees submit ideas on any topic that will help improve the company, at any level,
in any business group or geographic location. All ideas are evaluated through a formal review process and since program
inception, more than 23,000 ideas have been submitted with roughly 1,000 being selected for implementation.
Inclusive Supply Chain Education
In 2021, we announced the J.B. Hunt Transport Services Inc. Inclusion in Supply Chain Endowed Scholarship Fund to
establish an ongoing scholarship program at the University of Arkansas encouraging students to pursue supply chain
careers and contribute to the college’s diverse educational environment. The endowed fund will be based on an initial
investment of $1 million. The funds are the latest collaboration led by J.B. Hunt and the University of Arkansas’s Walton
College of Business to enhance supply chain efficiency and prepare future industry leaders.
Appreciation Bonuses to Frontline Employees
Our drivers and frontline employees go the extra mile to honor our commitments and meet the needs of customers. To
express our gratitude, J.B. Hunt provided nearly $10 million in appreciation bonuses this past December to company
drivers, maintenance technicians and full-time hourly employees.
Career and Personal Development
2021 was a year full of career opportunities at J.B. Hunt. In fact, it was a record-breaking year for hiring. We welcomed
over 3,500 non driver new hires and promoted over 1,300 employees into new roles from equipment maintenance
positions to engineering and technology jobs. With tuition reimbursement opportunities for full-time employees to paid
internships, we’re proud to support development opportunities for our employees.
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
21
Proxy Statement Summary
Governance Highlights
We believe that good corporate governance helps to ensure the Company is managed for the long-term benefit of
all of our stakeholders and accordingly observe the following key corporate governance principles:
Director Independence
The Company maintains a Board of Directors comprised of a majority of individuals who satisfy the criteria for
independence under the Nasdaq listing standards.
Lead Director and Independent Director Executive Sessions
Independent directors generally meet in executive session as part of each regularly scheduled Board meeting, with
the position of Independent Lead Director being established to direct these executive sessions and authority to call
additional meetings of independent directors as deemed necessary.
Board Committees
The Company requires all committees of the Board be comprised solely of independent directors, and formal charters
have been established outlining the purpose, composition, and responsibility of each committee, with all having authority
to retain outside, independent advisors and consultants as needed.
Board Qualifications
The Board has established qualification guidelines for director nominees and performs continual evaluation of current
director performance and qualifications.
Board Attendance and Overboarding
The Board has adopted formal Corporate Governance Guidelines, including director attendance expectations and
requires limitations and preapproval of director membership on other corporate boards.
Board Diversity
The Board maintains diversity in both gender and ethnic representation by identifying nominees whose backgrounds,
attributes and experiences taken as a whole will contribute to the high standards of Board service to the Company
Code of Conduct
The Company has adopted a formal Code of Ethical and Professional Standards applicable to all directors, officers and
employees of the Company.
22
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
Proxy Statement Summary
Summary of Current and Nominated Directors
Director Tenure
Director Age
Diversity
0-10:
11-20:
20+:
<60:
60-65:
66-69:
70-72:
27% Women Directors
Women:
Men:
Minority:
LGBTQIA+:
Board Size and
Independence
7 Directors are independent
4 are not independent
Board Composition
Meeting Attendance
• All Committees
comprised of
independent directors
• Separate Board
Chairman and CEO
positions
• Independent Lead
Director
All directors attended
at least 75% of the
aggregate of the board
meetings and committee
meetings on which each
served. There were 6
Board meetings and 17
committee meetings in
2021.
Other Current Public
Company Boards
1 Average Board Positions
0 Boards:
1 Board:
2 Boards:
Accolades
J.B. Hunt operates in a highly competitive industry which requires an intense focus on continuous improvement
across all aspects of the business. From introducing innovative and disruptive technologies that drive efficiencies in
operations, to championing for enhancements to industry safety standards, we remain committed to our mission
to create the most efficient transportation network in North America. In 2021, J.B. Hunt is proud to have been
recognized with the following:
Recognitions
• Named Top 100 3PL for the twelfth consecutive year by Inbound Logistics
• Named Top 75 Green Supply Chain Partner (G75) for eleventh consecutive year by Inbound Logistics
• Named Top 100 Trucker by Inbound Logistics
• Received Three Quest for Quality Awards from Logistics Management
• Earned SmartWay® Excellence Award from the EPA for twelfth consecutive year
• Named Military Friendly Employer by VIQTORY for fifteenth consecutive year
• Ranked 1st on Transport Topics Top Dedicated Contract Carriers
• Ranked 4th on the Transport Topics’ Top 100 List of Largest For-Hire Carriers
• Ranked 4th on the Transport Topics’ Top 50 Logistics Companies
• Named Top 3PL & Cold Storage Provider from Food Logistics for ninth time
• Recognized as a Top Company for Women to Work for in Transportation by Women In Trucking
• Named to the FreightTech 25 list for 2021 by FreightWaves
• Ranked 4th on Investor’s Business Daily’s Best ESG Companies list for 2021
• Named one of America’s Best Employers for Diversity 2021 by Forbes
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
23
P R O P O S A L S T O B E V O T E D O N AT T H E A N N U A L M E E T I N G
PRO POSAL NU M B ER ON E
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, 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 2023 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.”
If any director nominee becomes unavailable for election, which is not anticipated, the named proxies will vote for
the election of such other person as the Board may nominate, unless the Board resolves to reduce the number of
directors to serve on the Board and thereby reduce the number of directors to be elected at the Annual Meeting.
PROPOSAL 1
The Board of Directors unanimously recommends a vote FOR each of the director
nominees listed herein
INFORMATION YOU NEED TO MAKE AN INFORMED DECISION
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Number of Directors and Term of Directors and Executive Officers
The Amended and Restated Bylaws of J.B. Hunt Transport Services, Inc. (the Bylaws) provide that the number of
directors shall not be less than three or more than 12, with the exact number to be fixed by the Board. The Board
currently consists of eleven directors. 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.
24
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
N O M I N E E S F O R D I R E C T O R
Terms expire 2023
Douglas G. Duncan
Age: 71
Director Since: 2010
Committees Upon Election: Audit Committee, Nominating and Corporate
Governance Committee
Principal Occupation: FedEx Freight Corporation (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)
Family Relationships: None
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
25
Proposal 1 ELECTION OF DIRECTORS
Wayne Garrison
Age: 69
Director Since: 1981
Committees Upon Election: None
Principal Occupation: J.B. Hunt Transport Services, Inc. (retired)
Recommendation: The Board has determined that Mr. Garrison’s extensive experience
in the industry and over 40 years with J.B. Hunt in multiple roles provides invaluable experience to the Board and
stockholders, qualifying him to continue to serve as a Director of the Company.
Experience: Mr. Garrison served as Chairman of the Board of the Company from 1995 to December 31, 2010,
and continues to serve as a member of the Board of Directors. Joining the Company in 1976 as Plant Manager, Mr.
Garrison has also served as Vice President of Finance in 1978, Executive Vice President of Finance in 1979, President
in 1982, Chief Executive Officer in 1987 and Vice Chairman of the Board from January 1986 until May 1991.
Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): None
Other Directorships – Private Organizations (Prev. 5 Yrs.): None
Family Relationships: None
Sharilyn S. Gasaway
Age: 53
Director Since: 2009
Committees Upon Election: Audit Committee (Chair), Executive Compensation
Committee, Nominating and Corporate Governance Committee
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
26
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
Proposal 1 ELECTION OF DIRECTORS
Gary C. George
Age: 71
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: Mr. George is Chairman of George’s, Inc., a private, fully integrated poultry company with
operations in Arkansas, Missouri, Virginia, and Tennessee. He is a graduate of the University of Arkansas with
a degree in business administration. He served on the Board of Trustees for the University of Arkansas from
1995 through 2005 and was Chairman of the Board of Trustees in 2005.
Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): None
Other Directorships – Private Organizations (Prev. 5 Yrs.): Legacy National Bank (Chairman), Arkansas
Children’s, Inc., Arkansas Children’s Northwest, National Chicken Council
Family Relationships: None
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
Bachelor of Arts degree from Vanderbilt University magna cum laude and his Master of Business Administration
degree from the Amos Tuck School of Dartmouth College, where he was elected an Edward Tuck Scholar.
Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): Calpine Corporation (No longer publicly traded)
Other Directorships – Private Organizations (Prev. 5 Yrs.): Amos Tuck School of Dartmouth College, Episcopal
High School, Greater Houston Partnership (Chairman of the Board)
Family Relationships: None
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
27
Proposal 1 ELECTION OF DIRECTORS
Bryan Hunt
Age: 63
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. (retired)
Recommendation: The Board has determined that Ms. King’s experience and expertise in the areas of human
capital management, diversity, equity and inclusion, leading the Human Resources organization within a Fortune
100 company, together with her established strategic and operational leadership success as a senior executive
provide valuable guidance to the organization, qualifying her to serve as a Director of the Company.
Experience: Ms. King retired as Executive Vice President and Chief Administrative Officer for Nationwide Mutual
Insurance Co. (Nationwide), a Fortune 100 financial services company with approximately 26,000 employees
in July 2021. Her accountabilities included Nationwide’s Human Resources, Corporate Real Estate, Corporate
Security, and Aviation operations. Prior roles included Nationwide’s Executive Vice President and Chief Human
Resources Officer from 2009 to 2012. She holds bachelor’s and master’s degrees from the University of Florida.
Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): AutoZone, Inc. (Member of Compensation
Committee)
Other Directorships – Private Organizations (Prev. 5 Yrs.): The University of Florida Foundation, Inc. (Member
of Talent Management Committee and Past Chair), The Executive Leadership Council (Member of Finance
Committee), Columbus Women’s Commission, National Urban League (Vice Chair), Columbus Museum of Art
Family Relationships: None
28
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
Proposal 1 ELECTION OF DIRECTORS
John N. Roberts, III
Age: 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. A graduate of the University
of Arkansas, he served as Executive Vice President and President of Dedicated Contract Services from 1997
to December 31, 2010. Joining the Company in 1989, he began his career as a Management Trainee and
subsequently served as an EDI Services Coordinator, Regional Marketing Manager for the Intermodal and
Truckload business units, Business Development Executive for DCS, and Vice President of Marketing Strategy
for the Company.
Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): None
Other Directorships – Private Organizations (Prev. 5 Yrs.): Federal Reserve Bank of St. Louis, Arkansas
Children’s Northwest
Family Relationships: None
James L. Robo
Age: 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 Executive Chairman of NextEra Energy, Inc., a leading clean energy company. He is also
Executive Chairman of NextEra Energy Partners, LP, a growth-oriented limited partnership formed by NextEra
Energy to acquire, manage, and own contracted clean energy projects as well as formally serving as Chairman of
the company’s rate-regulated electric utility subsidiary, Florida Power & Light Company. Prior to joining NextEra
Energy in 2002, Mr. Robo spent ten years at General Electric Company. He served as President and Chief
Executive Officer of GE Mexico from 1997 until 1999 and as President and Chief Executive Officer of the GE
Capital TIP/ Modular Space division from 1999 until February 2002. From 1984 through 1992, Mr. Robo worked
for Mercer Management Consulting. He received a Bachelor of Arts summa cum laude from Harvard College and
an Master of Business Administration from Harvard Business School, where he was a Baker Scholar.
Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): NextEra Energy, Inc. (Chairman), NextEra Energy
Partners, LP (Chairman)
Other Directorships – Private Organizations (Prev. 5 Yrs.): None
Family Relationships: None
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
29
Proposal 1 ELECTION OF DIRECTORS
Kirk Thompson
Age: 68
Director Since: 1985
Committees Upon Election: None
Principal Occupation: J.B. Hunt Transport Services, Inc.
Recommendation: The Board has determined that Mr. Thompson’s extensive experience
in the industry and over 45 years with J.B. Hunt in multiple roles provide invaluable experience to the organization
and qualify him to continue to serve as a Director of the Company.
Experience: Mr. Thompson is the Company’s Chairman of the Board. He served as President and Chief Executive
Officer from 1987 to December 31, 2010. A graduate of the University of Arkansas and a Certified Public
Accountant, Mr. Thompson joined the Company in 1973. He served as Vice President of Finance from 1979 until
1984, Executive Vice President and Chief Financial Officer until 1985, and President and Chief Operating Officer
from 1986 until 1987, when he was elected President and Chief Executive Officer.
Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): Rand Logistics, Inc. (No longer publicly traded)
Other Directorships – Private Organizations (Prev. 5 Yrs.): None
Family Relationships: None
30
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
Proposal 1 ELECTION OF DIRECTORS
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 2021 and 2022 Annual Meetings, compensation for nonemployee
directors serving on the Board was as follows:
•
•
•
•
•
•
•
•
an annual retainer of $245,000 paid in Company stock, cash, or any combination thereof
an annual retainer of $20,000, paid in cash, to each member of the Audit Committee
an annual retainer of $15,000, paid in cash, to each member of the Executive Compensation Committee
an annual retainer of $10,000, paid in cash, to each member of the Nominating and Corporate Governance
Committee
an additional annual retainer of $25,000, paid in cash, to the Audit Committee Chairperson
an additional annual retainer of $25,000, paid in cash, to the Executive Compensation Committee Chairperson
an additional annual retainer of $10,000, paid in cash, to the Nominating and Corporate Governance
Committee Chairperson
reimbursement of expenses to attend Board and Committee meetings
In January 2022, 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 2022 Annual Meeting:
•
•
•
•
•
•
•
•
an annual retainer of $255,000 paid in Company stock, cash or any combination thereof
an annual retainer of $20,000, paid in cash, to each member of the Audit Committee
an annual retainer of $15,000, paid in cash, to each member of the Executive Compensation Committee
an annual retainer of $10,000, paid in cash, to each member of the Nominating and Corporate Governance
Committee
an additional annual retainer of $25,000, paid in cash, to the Audit Committee Chairperson
an additional annual retainer of $25,000, paid in cash, to the Executive Compensation Committee Chairperson
an additional annual retainer of $10,000, paid in cash, to the Nominating and Corporate Governance
Committee Chairperson
reimbursement of expenses to attend Board and Committee meetings
Process for Reviewing and Setting Nonemployee Director Compensation
The Executive Compensation Committee reviews the adequacy and competitiveness of the nonemployee
director compensation program annually and makes recommendations to the full Board for approval. Each year,
the Committee directs its compensation consultant to provide an independent assessment of the Company’s
nonemployee director compensation program. The consultant analyzes and compares the Company’s program
against the same peer group used to benchmark executive officer compensation (see page 53 for further details
about the peer group). The Committee targets total nonemployee director compensation levels at a competitive
range of peer group total compensation. The Committee also considers total aggregate Board compensation and
other factors when making recommendations to the Board for approval.
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
31
Proposal 1 ELECTION OF DIRECTORS
Chairman of the Board
The role of Chairman of the Board is an employed executive position of the Company. Therefore, the Chairman of
the Board participates in all primary compensation components available to executive officers of the Company as
discussed in our Compensation Discussion and Analysis of this Proxy Statement, with the exception of short-term
cash incentive awards and long-term equity incentive awards. He does not receive any director fees for his service
on the Company’s Board of Directors.
Board of Director Compensation Paid in Calendar Year 2021
Fees
Paid
in Cash
($)
Fees
Paid
in Stock
($)
Restricted
Share or
Stock Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Salary
($)
Board Member
Douglas G. Duncan
— 201,500
73,432
Francesca M. Edwardson
— 30,000
224,888
Wayne Garrison
— 245,000
—
Sharilyn S. Gasaway
— 70,000
244,888
Gary C. George
— 157,500
122,444
Thad Hill
Bryan Hunt
Gale V. King
— 25,000
244,888
— 245,000
—
— 25,000
244,888
James L. Robo
— 50,000
244,888
Kirk Thompson
392,692
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
—
—
—
—
—
—
—
—
—
All Other
Compensation
($)
Total
($)
— 274,932
— 274,888
— 245,000
— 314,888
— 279,944
269,888
— 245,000
— 269,888
— 294,888
15,891(1)
408,583
(1) Includes $10,000 taxable allowance for financial counseling services and $5,891 Company contributions to 401(k) plan.
Each nonemployee member of the Board had the choice of receiving his or her annual retainer of $245,000
in Company stock, cash, or any combination thereof. Those directors choosing to receive their full retainer in
Company stock received 1,444 shares based on the $169.59 closing market price on April 22, 2021. Gary
George elected to receive half of his retainer in stock, totaling 722 shares, and Douglas G. Duncan elected to
receive 30% of his retainer in stock, totaling 433 shares, based on the closing market price shown above. All other
nonemployee directors elected to receive their annual retainer in cash.
To more closely align his or her interests with those of the stockholders, each Board member is required to own
three times his or her estimated annual compensation in Company stock within five years of his or her initial
stockholder election to the Board. All Board members comply with this requirement.
Nonemployee members of the Board did not participate in either a company-sponsored pension or deferred
compensation plan in calendar year 2021.
32
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
Executive Officers of the Company
Jennifer R. Boattini, 49, joined the Company in 2006 as Director of Litigation and Contract Management and
currently serves as Senior Vice President of Legal and Litigation and General Counsel. She also serves as the
Company’s Corporate Secretary.
Kevin Bracy, 51, joined the Company in 1998 as a Financial Analyst and currently serves as Senior Vice President
of Finance and Treasurer.
Darren Field, 51, joined the company in 1994 as a Night Dispatcher and currently serves as President of
Intermodal and Executive Vice President.
Craig Harper, 64, joined the Company in 1992 as Vice President of Marketing and currently serves as Chief
Sustainability Officer and Executive Vice President. Prior to joining the Company, he worked for Rineco Chemical
Industries as its Chief Executive Officer.
Bradley Hicks, 49, joined the Company in 1996 as a Management Trainee and currently serves as President of
Highway Services and Executive Vice President.
Nicholas Hobbs, 59, joined the Company in 1984 as a Management Trainee and currently serves as Chief
Operating Officer, President of Contract Services, and Executive Vice President.
John Kuhlow, 51, joined the Company in 2006 as Assistant Corporate Controller and currently serves as Chief
Financial 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, joined the Company in 1998 as a National Account Service Monitor and currently serves as
Executive Vice President of Highway Services.
Stuart Scott, 55, 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, joined the Company in 1994 as a Management Trainee and currently serves as Chief
Commercial Officer and Executive Vice President of People and Human Resources.
Brian Webb, 53, joined the Company in 2002 as a Business Development Executive and currently serves as
Executive Vice President of Final Mile Services.
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
33
Security Ownership of Management
The following table sets forth the beneficial ownership of the Company’s common stock as of March 8, 2022,
by each of its current 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
Douglas G. Duncan
Francesca M. Edwardson
Darren Field
Wayne Garrison
Sharilyn S. Gasaway
Gary C. George
Thad Hill
Nicholas Hobbs
Bryan Hunt
Gale V. King
John Kuhlow
John N. Roberts, III
James L. Robo
Shelley Simpson
Kirk Thompson
Number of Shares
Beneficially Owned
Directly (1)
Number of Shares
Beneficially Owned
Indirectly (2)
Percent
of Class (%) (3)
11,261
24,277
17,723
1,158,992
24,090
27,415
1,444
104,245
70,697
2,559
13,551
371,983
29,557
103,148
35,038
2,600
—
—
25,752
265
994,799 (4)
—
168
—
—
—
—
19,623
48,990
—
*
*
*
1.1
*
1.0
*
*
*
*
*
*
*
*
*
All executive officers and directors
as a group (22)
2,132,738
1,099,126
3.1
34
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) pledged shares and corresponding outstanding loan balances are as shown below:
Darren Field
John Kuhlow
John N. Roberts, III
Kirk Thompson
All executive officers and directors as a group
Pledged Shares
6,195
2,665
217,028
8,000
241,487
Outstanding Balance
$350,000
—
$7,086,005
—
$7,678,005
our share pledging policy is further discussed in the Stock Pledging section of the Compensation Discussion and Analysis on page
57.
(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
35
Corporate Governance
We believe that good corporate governance helps to ensure that the Company is managed for the long-term
benefit of our stockholders. We continually review and consider our corporate governance policies and practices,
the SEC’s corporate governance rules and regulations, and the corporate governance listing standards of
NASDAQ, the stock exchange on which our common stock is traded. Key corporate governance principles
observed by the Board and Company include:
• maintaining a Board composed of a majority of directors who satisfy the criteria for independence under the
•
•
•
•
•
NASDAQ listing standards,
establishment of the position of Independent Lead Director,
utilization of independent director executive session meetings,
requiring that all committees of the Board be comprised solely of independent directors,
establishment of formal charters outlining the purpose, composition, and responsibility of each committee of
the Board,
granting authority to all committees of the Board to retain outside, independent advisors and consultants as
needed,
establishment of qualification guidelines for director nominees,
continual evaluation of current director performance and qualifications,
limitation and preapproval of director membership on other corporate boards,
•
•
•
• maintaining Board diversity in both gender and ethnic representation,
•
•
•
review of the Company’s plan for succession of management,
adoption of 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
36
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, 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.
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 2023 Annual Meeting of Stockholders,
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
37
Corporate Governance
director candidates must be submitted to the Company’s Corporate Secretary on or before November 24, 2022.
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 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, if elected, will comply with the Company’s Corporate Governance Guidelines and any other
applicable rules, regulations, policies, or standards of conduct applicable to the Board and its individual members,
the Recommending Stockholder will maintain beneficial 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, upon the Candidate’s nomination 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.
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.
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
38
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
Corporate Governance
Company’s proxy materials for the Annual Meeting, such stockholder must comply with the procedural and
informational requirements described in Section 2.13 of the Company’s Bylaws, a copy of which may be obtained
upon written request to the Corporate Secretary of the Company.
The policies and procedures as set forth above are intended to provide flexible guidelines for the effective
functioning of the Company’s director nomination process. The Board intends to review these policies and
procedures periodically and anticipates that modifications may be necessary from time to time as the Company’s
needs and circumstances change.
Board Composition and Director Qualifications
The Corporate Governance Committee periodically assesses the appropriate size and composition of the Board and
whether any vacancies on the Board are expected. In the event that vacancies are anticipated or otherwise arise, the
Corporate Governance Committee will review and assess potential director candidates. The Corporate Governance
Committee utilizes various methods for identifying and evaluating candidates for director. Candidates may come to
the attention of the Corporate Governance Committee through recommendations of Board members, management,
stockholders, or professional search firms. Generally, director candidates should, at a minimum:
• possess relevant business and financial expertise and experience, including a basic understanding of
fundamental financial statements,
have exemplary character and integrity and be willing to work constructively with others,
have sufficient time to devote to Board meetings and consultation on Board matters, and
•
•
• be free from conflicts of interest that violate applicable law or interfere with director performance.
In addition, the Corporate Governance Committee seeks director candidates who possess the following qualities
and skills:
the capacity and desire to represent the interests of the Company’s stockholders as a whole,
•
• 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,
knowledge of the critical aspects of the Company’s business and operations, and
the ability to contribute to the mix of skills, core competencies, diversity, and qualifications of the Board
through expertise in one or more of the following areas:
> accounting and finance
> mergers and acquisitions
> business and management
> law
> academia
> strategic planning
> investor relations
> executive leadership development
> executive compensation
> service as a senior officer of, or a trusted adviser to senior management of, a publicly held company.
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
39
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. King– human resource experience with a large and diverse workforce and leadership experience
James L. Robo– financial expertise, leadership experience, and business experience related to equipment and
the transportation industry
Messrs. Garrison, Hunt, Roberts, and Thompson, as nonindependent directors, have extensive work experience
and history with the Company from its origins, which the Board believes is critical to its composition.
Overboarding
To further facilitate each director’s ability to effectively serve as a member of the Board, each director is limited to
serving on no more than four boards of directors of publicly held companies in total, including that of the Company.
In addition, a director is required to obtain Board approval prior to joining the board of another publicly held company,
which allows the Board to exercise its judgment regarding various considerations and potential conflicts of interest.
Board Diversity
As indicated by the criteria above, the Board prefers a mix of background and experience among its members.
Furthermore, 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.
40
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
Part I: Gender Identity
Directors
Part II: Demographic Background
African American or Black
Alaskan Native or Native American
Asian
Hispanic or Latinx
Native Hawaiian or Pacific Islander
White
Two or More Races or Ethnicities
LBGTQ+
Did Not Disclose Demographic Background
Female
Male
Non-Binary
Did Not
Disclose
Gender
3
1
—
—
—
—
2
—
—
—
—
—
—
—
—
—
8
—
—
—
—
—
8
—
1
—
—
—
—
—
—
—
—
—
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.
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
41
Corporate Governance
Board Meetings and Annual Meeting Attendance
The Board held six scheduled meetings during the 2021 calendar year. All directors attended at least 75% of the
aggregate of the Board meetings and committee meetings on which each served during 2021, and all members
of the Board attended the 2021 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:
Audit
X
X
Chair
Director
Douglas G. Duncan
Francesca M. Edwardson
Sharilyn S. Gasaway
Gary C. George
Thad Hill
Gale V. King
James L. Robo
Number of Meetings in 2021
10
Compensation
Corporate Governance
X
X
X
X
Chair
3
X
X
X
Chair
X
X
X
4
On January 21, 2022, the Corporate Governance Committee recommended, and the Board approved, the same
committee assignments as 2021 for 2022.
42
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
Corporate Governance
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,
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
43
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.
•
•
•
•
The Board has determined that each member of the Audit Committee satisfies the independence and other
requirements for audit committee membership of the NASDAQ corporate governance listing standards and
SEC requirements. The Board has also determined that the 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.
44
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
Corporate Governance
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.
•
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.
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
45
Corporate Governance
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.
•
•
•
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.
46
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
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) Reports
Section16(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) filings were made in a timely manner.
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. The first earned $772,106 and the second earned $412,726 in 2021 compensation.
Shelley Simpson’s husband was employed by the Company in calendar year 2021 and earned $192,295 in 2021
compensation. Jennifer R. Boattini’s husband was employed by the Company in calendar year 2021 and earned
$489,189 in 2021 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 consist
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. Gary C. George is Chairman of George’s, Inc. Mr. George was not involved in the
establishment of these service agreements, nor did he solicit the Company’s services on behalf of George’s, Inc. or
its affiliates. Total revenue earned in calendar year 2021 under these service agreements was $14.1 million. Services
provided under these contracts are and will be carried out at arm’s length in the ordinary course of business and are
being provided substantially on the same terms as those of unrelated parties for comparable transactions.
During 2021, the Company earned $38.1 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 – 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
47
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. James L. Robo, the Board’s independent lead director, is Executive Chairman 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, the Company procured $541,205 in third-party purchased transportation services
from Western Flyer Xpress. The son of John Roberts, President and Chief Executive Officer, was employed by
Western Flyer Xpress during 2021 as a Regional Sales Manager. 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.
Compensation Committee Interlocks and Insider Participation
During the 2021 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. Additionally, James L. Robo, Chair of the Compensation Committee of the Board, has an
indirect material interest in a related-party transaction between the Company and DG Build Transfer Holdings, LLC, a
subsidiary of NextEra Energy, Inc., because he is the Executive Chairman of NextEra Energy, Inc. Descriptions of the
related-party transactions between the Company and George’s, Inc. during 2021 and the related-party transaction
between the Company and DG Build Transfer Holdings, LLC are set forth in the Certain Relationships and Related-
Party Transactions portion of the Corporate Governance section of this Proxy Statement.
48
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
Principal Stockholders of the 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. 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
Johnelle Hunt(1)
3333 Pinnacle Hills Parkway
Rogers, AR 72756
The Vanguard Group(2)
100 Vanguard Blvd.
Malvern, PA 19355
T. Rowe Price Associates, Inc.(3)
100 East Pratt Street
Baltimore, MD 21202
BlackRock, Inc.(4)
55 East 52nd Street
New York, NY 10055
Number of Shares
Percent of Class
18,326,448
17.4%
9,620,809
8,218,767
5,886,253
9.2%
7.8%
5.6%
(1) Based on the stockholder’s Form 5, filed with the SEC on February 3, 2022.
(2) Based on the most recent SEC filing by The Vanguard Group on Schedule 13G/A dated February 10, 2022. Of the total shares
shown, the nature of beneficial ownership is as follows: sole voting power, zero shares; shared voting power, 142,033 shares; sole
dispositive power, 9,272,294 shares; and shared dispositive power, 348,515 shares. The Company makes no representation as to
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. Of the total shares shown, the
nature of beneficial ownership is as follows: sole voting power, 5,150,423 shares; shared voting power, zero shares; sole dispositive
power, 5,886,253 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.
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
49
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. 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
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”
proposal to be included in the Proxy Statement, and
reviews and discusses whether the Company’s executive compensation arrangements could create any
material risks to the Company.
The Chairman of the Board recommends to the Compensation Committee the form and amount of compensation
to be paid to the Chief Executive Officer. The Chief Executive Officer provides recommendations to the
Compensation Committee regarding the form and amount of compensation to be paid to executive officers who
report directly to him. Additionally, the Chairman of the Board, the Chief Executive Officer, and the Chief Financial
50
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
Officer regularly attend Compensation Committee meetings, except for executive sessions. Upon request,
management has provided to the Compensation Committee historical and prospective breakdowns of primary
compensation components for each executive officer, wealth accumulation analyses, and internal pay equity
analyses, as described in more detail below.
At our 2021 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 2022 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, 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 advisory vote on executive
compensation has been included as Proposal Number Two within this Proxy Statement.
In 2021, 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. 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.
Management also advises the full Board, including the Compensation Committee members, throughout the year of
any new issues and developments regarding executive compensation.
Compensation Philosophy and Principles
The Compensation Committee acknowledges that the transportation industry is highly competitive and that
experienced professionals have career mobility. The Company believes that it competes for executive talent
with a large number of companies, some of which have significantly larger market capitalizations and others of
which are privately owned. Retention of key talent remains critical to our success. The Company’s need to focus
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
51
Executive Compensation
on retention is compounded by its size and geographic location. The Company’s compensation program is
structured to attract, retain, and develop executive talent with the ability to assume a broad span of responsibilities
and successfully lead complex business units to market-leading positions in the industry. The Compensation
Committee believes that the ability to attract, retain, and provide appropriate incentives for professional personnel,
including the senior executive officers and other key employees of the Company, is essential to maintaining
the Company’s leading competitive position, thereby providing for the long-term success of the Company.
The Compensation Committee’s goal is to maintain compensation programs that are competitive within the
transportation industry. Each year, the Compensation Committee reviews the executive compensation program
with respect to external competitiveness and linkage between executive compensation and creation of stockholder
value and determines what changes, if any, are appropriate.
The overall compensation philosophy of the Compensation Committee and management is guided by the following
principles:
• 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 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 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 long-term career orientation.
Participants in the MIP are expected to own Company stock. The expectations are discussed in this CD&A
under the caption “Stock Ownership Guidelines.”
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.
•
•
52
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
Executive 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. 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.
Waste Management Inc.
XPO Logistics Inc.
No changes were made to the peer group in 2021.
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.
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
53
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, there are 44 million shares of common
stock authorized for issuance under the MIP, of which approximately 4.6 million shares are 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, annual award grants
totaling 413,137 units were made on January 21, the date of the first-quarter Board meeting of 2021. 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 to 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.
54
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
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.
2021 NEO Restricted
Share Unit Awards
Summary >
Operating Income Performance-Based Units
EBITDA Performance-Based Units
ROIC Performance-Based Units
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
55
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) 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, the following compensation paid was not deductible by the Company:
John N. Roberts, III
John Kuhlow
Shelley Simpson
Nicholas Hobbs
$6,618,656
168,185
3,367,507
2,853,844
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.
56
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 34 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-approval 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.
Position
Chief Executive Officer
Executive Vice Presidents
Senior Vice Presidents
Vice Presidents
Ownership Multiple
of Base Salary
6 times
3.5 times
2.75 times
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
57
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.
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.
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.
58
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
Executive Compensation
2021 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 65 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.
The table below provides a summary of the description and purpose of each component of our incentive
compensation.
Incentive Compensation
Component
Description
Company Bonus Plan (Cash)
Annual bonus plan based on operating income, with
bonus payouts calculated as a percentage of base salary
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
Performance-Based Units –
EBITDA (Equity)
Performance-Based Units –
Relative ROIC (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
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
Purpose
To encourage individuals
with greater roles and the
abilities to directly impact
strategic direction and
long-term results
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
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
59
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.
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.
Where possible, the above criteria were compared with the peer group selected as well as the Chief Executive
Officer’s input for his direct reports and the Chairman of the Board’s input for the Chief Executive Officer.
60
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 may
elect not to increase an executive officer’s annual salary and has so elected in prior years. However, if warranted,
the Compensation Committee may increase base salary where an executive officer takes on added responsibilities
or is promoted.
In January 2021 and 2022, 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 increases 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 (%)
John N. Roberts, III
John Kuhlow
Shelley Simpson
Nicholas Hobbs
Darren Field
915,000
222,000
540,000
540,000
400,000
940,000
400,000
600,000
600,000
450,000
2.7
80.2
11.1
11.1
12.5
980,000
475,000
625,000
625,000
525,000
4.3
18.8
4.2
4.2
16.7
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 established 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
61
Executive Compensation
Annual Bonus Payouts
For 2021, the company bonus plan was based on annual reported operating income and consisted of a single
payout to be made in January 2022 based on the full year 2021 operating income matrix approved by the
Compensation Committee. The established matrix consisted of operating income ranging from $750 million to $1.02
billion, translating to annual bonus payout percentages ranging from 5% to 65% of an executive’s base salary.
The 2021 annual bonus payout targets compared with actual reported operating income and actual payout
percentages were as follows:
Operating Income ($) (millions)
Bonus Payout % of Salary
Period
Annual
Min.
750
Target
Max.
Reported
Min.
Target
Max.
Actual
850
1,020
1,046
5
10
65
65
Actual earned bonus amounts for each NEO under the company plan are as follows:
Total Annual ($)
John N. Roberts, III
John Kuhlow
Shelley Simpson
Nicholas Hobbs
Darren Field
611,000
260,000
390,000
390,000
292,500
For 2021, the PGI bonus plan was based on a targeted annual operating revenue excluding fuel surcharges (net
revenue) growth rate and annual reported EBT growth rate and also utilized a single payout in January 2022, after
full year financial results were publicly reported. For 2021, the established PGI matrices consisted of a net revenue
growth rate ranging from 8% to 15% and EBT growth rate ranging from 12% to 22%. These ranges translate into
annual bonus payouts ranging from 75% to 125% of the Chief Executive Officer’s base salary and 50% to 100% of
all other NEOs’ base salaries. The 2021 goals for the PGI were designed to align participants with achievement of
profitable growth outcomes.
The 2021 annual PGI bonus payout targets compared with actual reported results and actual payouts were as
follows:
Net Revenue / EBT Growth %
Bonus Payout % of Salary
Period
Min.
Target
Max.
Reported
Min.
Target
Max.
Actual
Annual –
President and CEO
Annual –
All other NEOs
8.0 / 12.0
12.0 / 18.0
15.0 / 22.0
22.9 / 50.1
8.0 / 12.0
12.0 / 18.0
15.0 / 22.0
22.9 / 50.1
75
50
100
125
125
75
100
100
62
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
Executive Compensation
Actual earned bonus amounts for each NEO under the PGI plan are as follows:
Total Annual ($)
John N. Roberts, III
John Kuhlow
Shelley Simpson
Nicholas Hobbs
Darren Field
1,175,000
400,000
600,000
600,000
450,000
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. 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.
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:
•
•
•
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
63
Executive Compensation
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
(%)
John N. Roberts, III
John Kuhlow
Shelley Simpson
Nicholas Hobbs
Darren Field
31,619
8,910
10,692
10,692
10,692
10,539
2,970
3,564
3,564
3,564
6,042,085
1,702,642
2,043,170
2,043,170
2,043,170
(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 54.
The fair value of the awards was based on a 2.70% discount from the Company’s closing stock price of $147.30
on January 21, 2021. 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.
The 2021 NEO awards shown above vest in annual increments over four years, beginning January 31, 2022, or
cliff vest on January 31, 2024, upon the Company’s attainment of predetermined operating metrics established
and approved by the Compensation Committee.
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
64
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
Executive Compensation
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.
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.
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 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 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
65
Executive 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, 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
($)(1)
John N. Roberts, III
President and CEO
2021
937,115
6,042,085
2020
912,115
6,507,402
John Kuhlow (3)
CFO and EVP
Shelley Simpson
CCO, and EVP of
People and HR
Nicholas Hobbs
COO, President of
Contract Services,
and EVP
Darren Field (4)
President of
Intermodal and EVP
2019
892,542
5,563,165
2021
400,000
1,702,642
2020
231,123
1,134,409
2021
600,000
2,043,170
2020
541,500
2,780,603
2019
521,784
1,991,710
2021
600,000
2,043,170
2020
541,500
2,780,603
2019
520,601
1,991,710
2021
444,231
2,043,170
2020
387,308
2,116,211
—
—
—
—
—
—
—
—
—
—
—
—
—
1,786,000
—
—
660,000
—
990,000
—
—
990,000
—
—
742,500
—
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings ($)
All Other
Compensation
($)
Total
($)
—
—
—
—
—
—
—
—
—
—
—
—
—
36,681
8,801,881
33,855
7,453,372
132,542
6,588,249
10,400
2,773,042
6,934
1,372,466
33,631
3,666,801
27,341
3,349,444
27,517
2,541,011
28,212
3,661,382
19,846
3,341,949
22,121
2,534,432
20,665
3,250,566
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 2020, 2019, or 2018.
(3) 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.
66
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
Executive Compensation
Components of All Other Compensation for Calendar Year 2021
Name
John N. Roberts, III
John Kuhlow
Shelley Simpson
Nicholas Hobbs
Darren Field
Perquisites and
Other Personal
Benefits
($)
Company
Contributions
to 401(k) Plan
($)
Restricted
Share Units
Accelerated
Vesting ($) (1)
27,981
1,700
24,931
19,512
14,828
8,700
8,700
8,700
8,700
5,837
—
—
—
—
—
Total
($)
36,681
10,400
33,631
28,212
20,665
Components of Perquisites for Calendar Year 2021
Personal
Administrative
Support
($)
Security
Services
($)
Personal
Use of
Company
Plane
($) (1)
Legal and
Accounting
Fees
($)
Total
Perquisites and
Other Personal
Benefits
($)
Club
Dues
($)
Name
John N. Roberts, III
4,398
2,285
John Kuhlow
Shelley Simpson
Nicholas Hobbs
Darren Field
—
—
1,146
7,774
—
—
—
—
—
—
—
—
—
10,000
11,298
1,700
6,270
10,000
—
9,741
9,512
2,381
12,447
27,981
1,700
24,931
19,512
14,828
(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 NEO had such imputed income in 2021. 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, 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.
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
67
Executive Compensation
Grants of Plan-Based Awards for 2021
The following table reflects estimated possible payouts under equity and non-equity incentive plans to the NEOs
during 2021. 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 54 under “Long-Term Compensation
Analyses and Policies.”
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 63 under “Long-Term, Equity-Based Award.” Dividends are not paid on awards of
performance-based or time-vested restricted share units.
In 2021, 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 61 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
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
($) (3)
John. N.
Roberts, III
AOI
EBITDA
ROIC
CBP
PGI
John
Kuhlow
AOI
EBITDA
ROIC
CBP
PGI
1/21/21
1/21/21
1/21/21
—
—
—
—
—
—
—
—
—
1/21/21
47,000
94,000
611,000
1/21/21
705,000
940,000
1,175,000
1/21/21
1/21/21
1/21/21
—
—
—
—
—
—
—
—
—
1/21/21
20,000
40,000
260,000
1/21/21
200,000
300,000
400,000
7,904
31,619
31,619
2,635
5,269
—
—
2,227
743
1,485
—
—
5,270
7,905
5,269
10,538
—
—
—
—
8,910
1,485
1,485
—
—
8,910
2,228
2,970
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4,531,636
755,296
755,153
—
—
1,276,982
212,830
212,830
—
—
68
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
Executive Compensation
Estimated Future Payouts Under
Non-Equity Incentive Awards
Estimated Future Payouts Under
Equity Incentive Plan Awards
All Other
Stock
Awards
All Other
Option
Awards
Name/Award Grant Date
Threshold
($)
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)
Shelley
Simpson
AOI
EBITDA
ROIC
CBP
PGI
Nicholas
Hobbs
AOI
EBITDA
ROIC
CBP
PGI
Darren
Field
AOI
EBITDA
ROIC
CBP
PGI
1/21/21
1/21/21
1/21/21
—
—
—
—
—
—
—
—
—
1/21/21
30,000
60,000
390,000
1/21/21
300,000
450,000
600,000
2,673
10,692
10,692
891
1,782
—
—
1,782
1,782
—
—
2,673
3,564
—
—
1/21/21
1/21/21
1/21/21
—
—
—
—
—
—
—
—
—
1/21/21
30,000
60,000
390,000
1/21/21
300,000
450,000
600,000
2,673
10,692
10,692
891
1,782
—
—
1,782
1,782
—
—
2,673
3,564
—
—
1/21/21
1/21/21
1/21/21
—
—
—
—
—
—
—
—
—
1/21/21
22,500
45,000
292,500
1/21/21
225,000
337,500
450,000
2,673
10,692
10,692
891
1,782
—
—
1,782
1,782
—
—
2,673
3,564
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,532,378
255,396
255,396
—
—
1,532,378
255,396
255,396
—
—
1,532,378
255,396
255,396
—
—
(1) This column reflects the maximum non-equity incentive award each NEO was eligible to receive for 2021 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 66 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.
(3) The fair value of the awards was based on a 2.70% discount from the Company’s closing stock price of $147.30 on January 21,
2021, measured at the target performance level. The discount represents the present value of expected dividends to be paid on
the Company’s common stock, using the current dividend rate and the risk-free interest rate, over the vesting period. The Company
believes that this discount is appropriate to value the performance-based restricted share units, as the units do not collect or accrue
dividends until the awards vest and are settled with Company stock. Performance-based restricted share units subject to EBITDA
and ROIC are recorded at their target of 100% of the units granted.
Key to Plan-Based Awards Table:
AOI – Annual Operating Income Performance-Based Units
EBITDA – Annual EBITDA Performance-Based Units
ROIC – Annual ROIC Performance-Based Units
CBP – Company Bonus Plan
PGI – Performance Growth Incentive Plan
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
69
Executive Compensation
Outstanding Equity Awards at Calendar Year-end 2021
As of December 31, 2021, there were no outstanding stock options held by the NEOs. The following table sets
forth information concerning restricted share units held by the NEOs as of December 31, 2021.
Number of
Shares or
Units of Stock
That Have Not
Vested
(#) (1)
Market Value
of Shares
or Units of
Stock That
Have Not
Vested ($) (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)
Name
John N. Roberts, III
John Kuhlow
3,340
255
688
908
682,696
52,122
140,627
185,595
Shelley Simpson
13,334
2,725,470
Nicholas Hobbs
13,334
2,725,470
Darren Field
2,061
421,268
7,959
28,217
28,275
5,700
12,567
31,619
10,539
7,471
8,910
2,970
2,850
10,102
9,835
2,186
4,371
3,735
10,692
3,564
2,850
10,102
9,835
2,186
4,371
3,735
10,692
3,564
443
7,162
12,785
1,096
2,186
10,692
3,564
1,626,820
5,767,555
5,779,410
1,165,080
2,568,695
6,462,924
2,154,172
1,527,072
1,821,204
607,068
582,540
2,064,849
2,010,274
446,818
893,432
763,434
2,185,445
728,482
582,540
2,064,849
2,010,274
446,818
893,432
763,434
2,185,445
728,482
90,549
1,463,913
2,613,254
224,022
446,818
2,185,445
728,482
70
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 subject to EBITDA
and ROIC are recorded at their target of 100% of the units granted.
Time-Based Awards
John Kuhlow
Shelley Simpson
Nicholas Hobbs
Darren Field
Shares Vesting
Vesting Date
Shares Vesting
Vesting Date
3,340
255
344
344
6,667
6,667
687
687
7/15/22
10/31/22
10/31/22
10/31/23
7/15/22
7/15/22
1/31/22
1/31/23
302
303
303
6,667
6,667
687
10/31/22
10/31/23
10/31/24
7/15/23
7/15/23
1/31/24
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
71
Executive Compensation
Performance-Based Awards
John N. Roberts, III
John Kuhlow
Shelley Simpson
Nicholas Hobbs
Darren Field
Shares Vesting
Vesting Date
Shares Vesting
Vesting Date
7,959
14,108
14,109
9,425
9,425
9,425
5,700
2,490
2,490
2,491
2,227
2,850
5,051
5,051
3,278
3,278
3,279
2,186
4,371
2,850
5,051
5,051
3,278
3,278
3,279
2,186
4,371
443
2,364
2,364
2,434
2,513
2,513
2,513
874
874
874
1/31/22
1/31/22
1/31/23
1/31/22
1/31/23
1/31/24
1/31/22
1/31/26
1/31/27
1/31/28
1/31/22
1/31/22
1/31/22
1/31/23
1/31/22
1/31/23
1/31/24
1/31/22
1/31/23
1/31/22
1/31/22
1/31/23
1/31/22
1/31/23
1/31/24
1/31/22
1/31/23
1/31/22
1/31/24
1/31/25
1/31/26
1/31/22
1/31/23
1/31/24
1/31/25
1/31/26
1/31/27
12,567
7,904
7,905
7,905
7,905
10,539
2,227
2,228
2,228
2,970
1,245
1,245
1,245
2,673
2,673
2,673
2,673
3,564
1,245
1,245
1,245
2,673
2,673
2,673
2,673
3,564
874
875
875
1,096
2,186
2,673
2,673
2,673
2,673
3,564
1/31/23
1/31/22
1/31/23
1/31/24
1/31/25
1/31/24
1/31/23
1/31/24
1/31/25
1/31/24
1/31/26
1/31/27
1/31/28
1/31/22
1/31/23
1/31/24
1/31/25
1/31/24
1/31/26
1/31/27
1/31/28
1/31/22
1/31/23
1/31/24
1/31/25
1/31/24
1/31/28
1/31/29
1/31/30
1/31/22
1/31/23
1/31/22
1/31/23
1/31/24
1/31/25
1/31/24
(2) Values are based on the last closing market price of $204.40 on December 31, 2021.
72
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
Executive Compensation
Restricted Share Units Vested for 2021
The following table sets forth information concerning restricted share units vested during 2021.
Name
John N. Roberts, III
Total
John Kuhlow
Total
Shelley Simpson
Total
Nicholas Hobbs
Total
Darren Field
Total
Number of Shares
Acquired on Vesting
(#)
Value Realized
on Vesting
($) (1) (2)
9,424
2,850
14,108
12,371
7,958
46,711
302
343
3,330
411
255
4,641
3,278
1,092
5,051
3,000
6,666
3,048
2,849
24,984
3,278
1,092
5,051
6,666
3,048
2,849
21,984
874
1,639
547
687
442
4,189
1,269,036
383,781
1,899,783
2,075,359
1,071,624
6,699,583
59,551
67,636
558,641
68,949
50,283
805,060
441,415
147,049
680,168
503,280
1,118,288
511,332
383,646
3,785,178
441,415
147,049
680,168
1,118,288
511,332
383,646
3,281,898
117,693
220,708
73,659
92,511
59,520
564,091
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
73
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 2021 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
John Kuhlow
Shelley Simpson
Nicholas Hobbs
Darren Field
25,968
3,206
13,866
11,951
3,376
(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 2021
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 $26,047,670 as of December 31, 2021, and $23,078,077 as of December 31, 2020. 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 $26,047,670 as of December 31, 2021, and $23,078,077 as of
December 31, 2020. No NEO participated in our nonqualified deferred compensation plan in 2021.
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.
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.
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” 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 on December
31, 2021.
74
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
Executive Compensation
John N. Roberts, III
John Kuhlow
Shelley Simpson
Nicholas Hobbs
Darren Field
$25,524,656
5,016,384
12,400,744
12,400,744
8,173,751
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, 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.
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 since the Company identified its “median employee” in 2020.
To identify the “median employee” in 2020, we performed the following:
• 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.
To determine the annual total compensation of the “median employee” for 2020, 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.
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
75
Compensation Committee Report
Prior to the Company’s 2021 Annual Meeting of Stockholders held on April 22, 2021, the 2021 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, Sharilyn S. Gasaway, Gary C. George, Thad Hill, and
Gale V. King. None of these directors has been an officer or employee of the Company and all such directors 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.
The Compensation Committee met three times in 2021 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.
2021 Executive Compensation Committee
James L. Robo, Chairman
Sharilyn S. Gasaway
Gary C. George
Thad Hill
Gale V. King
76
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
PRO POSA L NU M B ER 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.
As discussed in our Compensation Discussion and Analysis (CD&A) on page 50, 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 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 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
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
77
Proposal 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION
Compensation Committee. Equity awards granted to our NEOs in 2021 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.
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 2021 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 2022 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, as
outlined in the above resolution.
PROPOSAL 2
The Board of Directors unanimously recommends a vote FOR proposal number two
78
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
Report of the Audit Committee
The Audit Committee
The 2021 Audit Committee was composed of Sharilyn S. Gasaway, Chairman, Douglas G. Duncan, and Francesca
M. Edwardson. Each served as a member of the Audit Committee during the full 2021 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.
•
•
•
•
In 2021, the Audit Committee met ten 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 2021 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.
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
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
79
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, as filed with the SEC.
J.B. Hunt Transport Services, Inc.
2021 Audit Committee Members
Sharilyn S. Gasaway, Chairman
Douglas G. Duncan
Francesca M. Edwardson
80
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
PRO POSA L NU M B ER TH REE
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 2022 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 2022 calendar year.
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 2022 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 2022 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.
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
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
81
Proposal 3 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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.
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 year 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, due diligence related to mergers and acquisitions, and tax consultation services. See “Report of Audit
Committee” set forth earlier for a discussion of auditor independence.
The following table shows the fees billed for audit and other services provided to the Company by PwC for the
year ended December 31, 2021, and by E&Y for the year ended December 31, 2020:
Audit fees (1)
Audit-related fees (2)
Tax fees (3)
All other fees
PwC 2021($)
1,258,000
343,000
—
—
E&Y 2020 ($)
1,392,000
30,500
251,801
—
(1) Audit fees consisted of the audit of the Company’s annual financial statements, including the audit of the effectiveness of internal
control over financial reporting, the 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 PwC and the audit of the Employee Benefit Plan
by E&Y.
(3) Tax fees consisted principally of federal and state income tax consulting.
82
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’s independence and has determined that the nature and substance of the limited non-audit services did
not impair the status of either auditor as the Company’s independent registered public accounting firm. PwC and
E&Y did not bill the Company for any other services during calendar years 2021 and 2020.
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-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’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 services are those not captured in the other categories. The Company generally does not request
such services from the independent auditor.
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.
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
83
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING
ARE URGED TO VOTE BY TELEPHONE, MAIL, OR INTERNET
IF YOU VOTE BY TELEPHONE OR THE INTERNET, DO NOT RETURN
YOUR PROXY CARD
By Order of the Board of Directors
JENNIFER R. BOATTINI
Corporate Secretary
84
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
Questions and Answers about the Proxy
Materials and The Annual Meeting
When And Where Is The Annual Meeting?
Date:
Time:
Location:
Thursday, April 28, 2022
10 a.m. Central Daylight Time
J.B. Hunt Transport Services, Inc.
Corporate Offices
Elevation 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, 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.
• Consider and approve an advisory resolution regarding 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 2022 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,
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) 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 104,850,464 shares of our common stock issued and outstanding and entitled
to be voted at the Annual Meeting.
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
85
Questions and Answers About the Proxy Materials and the Annual Meeting
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– 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 “beneficial owner” of shares held in “street name.” As the beneficial owner, you
have the right to direct your broker, bank, or other nominee on how 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 or the Board, nor will it 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.
• 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.
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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 3,231,864
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 resolution approving the Company’s compensation of its named executive officers
• FOR ratification of the appointment of PwC as the Company’s independent registered public accounting firm
for the 2021 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.
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 proxy card or voting
instructions so that your vote will be counted if you later decide not to attend 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 returning the enclosed proxy card in the postage-paid envelope provided with this 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. The Internet and
telephone voting systems will be available until 11:59 p.m. Central Daylight Time on Wednesday, April 27, 2022 (the
day before the Annual Meeting).
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. 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. The instructions from
your nominee will indicate whether Internet 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 vote 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
87
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) 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.
How Will My Proxy Be Voted?
Shares represented by a properly executed proxy (in paper form, by Internet, or by telephone) 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 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, and
(4) 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) 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.
88
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, 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 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 2022 are expected to be comparable to those paid in 2021.
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 2023 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 2023 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, 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 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
89
Questions and Answers About the Proxy Materials and the Annual Meeting
Accordingly, in connection with our 2023 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. 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.
What Should I Do If I Receive More Than One Set Of Voting Materials?
You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and
multiple proxies or voting instruction cards. For example, if you hold your shares in more than one brokerage
account, you may receive a separate voting instruction card 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 proxy card. Please
vote each proxy and instruction card that you receive.
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) called “householding.” Under this practice, certain stockholders who
have the same address and last name will receive only one copy of this Proxy Statement and the Company’s Annual
Report, unless one or more of these stockholders notifies the Company that he or she wishes to continue receiving
individual copies. Stockholders who participate in householding will continue to receive separate proxy cards.
If you share an address with another stockholder and received only one copy of this Proxy Statement and the
Company’s Annual Report and would like to request a separate copy of these materials, 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
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’s 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 executing and returning the proxy card or by voting electronically via the Internet or by telephone. 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) 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
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J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
Questions and Answers About the Proxy Materials and the Annual Meeting
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.
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
91
92
J.B. HUNT TRANSPORT SERVICES, INC. Proxy Statement
J.B. HUNT TRANSPORT SERVICES, INC.
2021 Annual Report
94
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
__X__ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
OR
__ __ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______ TO _______
Commission file number
0-11757
J.B. HUNT TRANSPORT SERVICES, INC.
(Exact name of registrant as specified in its charter)
Arkansas
(State or other jurisdiction of incorporation or organization)
615 J.B. Hunt Corporate Drive
Lowell, Arkansas
(Address of principal executive offices)
71-0335111
(I.R.S. Employer Identification No.)
72745-0130
(ZIP Code)
Registrant’s telephone number, including area code: 479-820-0000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
JBHT
NASDAQ
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Securities registered pursuant to Section 12(g) of the Act: None
Yes __X__ No _____
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes _____ No __X__
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes __X__ No _____
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).
Yes __X__ No _____
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-
accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer __X__ Accelerated filer _____ Non-accelerated filer _____ Smaller reporting company _____ Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))
by the registered public accounting firm that prepared or issued its audit report. [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes _____ No __X__
The aggregate market value of 83,709,217 shares of the registrant’s $0.01 par value common stock held by non-affiliates as of
June 30, 2021, was $13.6 billion (based upon $162.95 per share).
As of February 15, 2022, the number of outstanding shares of the registrant’s common stock was 104,850,002.
Certain portions of the Notice and Proxy Statement for the Annual Meeting of Stockholders, to be held April 28, 2022, are
incorporated by reference in Part III of this Form 10-K.
DOCUMENTS INCORPORATED BY REFERENCE
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
95
FORWARD-LOOKING STATEMENTS
This report, including documents which are incorporated by reference and other documents which we file
periodically with the Securities and Exchange Commission (SEC), contains statements that may be considered to
be “forward-looking statements.” Such statements relate to our predictions concerning future events or operations
and are within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. When we use words like “may,” “plan,” “contemplate,” “anticipate,”
“believe,” “intend,” “continue,” “expect,” “project,” “goals,” “strategy,” “future,” “predict,” “seek,” “estimate,” “likely,”
“could,” “should,” “would,” and similar expressions, you should consider them as identifying forward-looking
statements, although we may use other phrasing. Forward-looking statements are inherently uncertain, subject to
risks, and should be viewed with caution. These statements are based on our belief or interpretation of information
currently available. Stockholders and prospective investors are cautioned that actual results and future events
may differ materially from these forward-looking statements as a result of many factors. Some of the factors and
events that are not within our control and that could have a material impact on future operating results include
the following: general economic and business conditions; potential business or operational disruptions resulting
from the ongoing effects of the novel coronavirus (COVID-19) pandemic, including any future spikes or outbreaks
of the virus, as well as government actions taken in response to the pandemic; competition and competitive rate
fluctuations; excess capacity in the intermodal or trucking industries; a loss of one or more major customers; cost
and availability of diesel fuel; interference with or termination of our relationships with certain railroads; rail service
delays; disruptions to U.S. port-of-call activity; ability to attract and retain qualified drivers, delivery personnel,
independent contractors, and third-party carriers; retention of key employees; insurance costs and availability;
litigation and claims expense; determination that independent contractors are employees; new or different
environmental or other laws and regulations; volatile financial credit markets or interest rates; terrorist attacks or
actions; acts of war; adverse weather conditions; disruption or failure of information systems; inability to keep pace
with technological advances affecting our information technology platforms; operational disruption or adverse
effects of business acquisitions; increased costs for new revenue equipment; increased tariffs assessed on or
disruptions in the procurement of imported revenue equipment; decreases in the value of used equipment; and the
ability of revenue equipment manufacturers to perform in accordance with agreements for guaranteed equipment
trade-in values.
You should understand that many important factors, in addition to those listed above, could impact us financially.
Our operating results may fluctuate as a result of these and other risk factors or events as described in our filings
with the SEC. Some important factors that could cause our actual results to differ from estimates or projections
contained in the forward-looking statements are described under “Risk Factors” in Item 1A. We assume no
obligation to update any forward-looking statement to the extent we become aware that it will not be achieved for
any reason.
96
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
PART I
ITEM 1. BUSINESS
OVERVIEW
We are one of the largest surface transportation, delivery, and logistics companies in North America. J.B. Hunt
Transport Services, Inc. is a publicly held holding company that, together with our wholly owned subsidiaries,
provides safe and reliable transportation and delivery services to a diverse group of customers and consumers
throughout the continental United States, Canada, and Mexico. Unless otherwise indicated by the context,
“we,” “us,” “our,” the “Company”, and “JBHT” refer to J.B. Hunt Transport Services, Inc. and its consolidated
subsidiaries. We were incorporated in Arkansas on August 10, 1961, and have been a publicly held company
since our initial public offering in 1983. Our service offerings include transportation of full-truckload containerized
freight, which we directly transport utilizing our company-controlled revenue equipment and company drivers or
independent contractors. We have arrangements with most of the major North American rail carriers to transport
freight in containers or trailers, while we perform the majority of the pickup and delivery services. We also provide
customized freight movement, revenue equipment, labor, systems, and delivery services that are tailored to meet
individual customers’ requirements and typically involve long-term contracts. These arrangements are generally
referred to as dedicated services and may include multiple pickups and drops, freight handling, specialized
equipment, and freight network design. In addition, we provide local and home delivery services, generally
referred to as final-mile delivery services, to customers through a network of cross-dock and other delivery system
locations throughout the continental United States. Utilizing a network of thousands of reliable third-party carriers,
we also provide comprehensive transportation and logistics services. In addition to dry-van, full-load operations,
these unrelated outside carriers also provide flatbed, refrigerated, less-than-truckload (LTL), and other specialized
equipment, drivers, and services. Also, we utilize a combination of company-owned and contracted power units
to provide traditional over-the-road full truckload delivery services. Our customers, who include many Fortune 500
companies, have extremely diverse businesses. Many of them are served by J.B. Hunt 360°®, an online platform
that offers shippers and carriers greater access, visibility and transparency of the supply chain.
We believe our ability to offer multiple services, utilizing our five business segments and a full complement of
logistics services through third parties, represents a competitive advantage. These segments include Intermodal
(JBI), Dedicated Contract Services® (DCS®), Integrated Capacity Solutions™ (ICS), Final Mile Services® (FMS) and
Truckload (JBT). Our business usually involves slightly higher freight volumes in August through early November.
Meanwhile, DCS and FMS are subject to less seasonal variation than our other segments.
Our operations continue to be impacted by the COVID-19 global pandemic. Due to the nature of our business
and the large portion of our workforce consisting of drivers and other non-office personnel, fewer than 25% of our
total employees have been able to work remotely; however, we remain committed to the safety of our workforce,
suppliers, and customers while continuing to meet our customers’ needs. In the first quarter 2020, we began our
COVID-19 response activities which have been expanded and will continue as necessary until the risks related
to COVID-19 dissipate. Our COVID-19 safety response activities at our home office campus and all other field
locations throughout North America include requiring remote working when possible, expanded health and safety
policies, facility modifications, increased security coverage, and purchase and distribution of personal protective
equipment and supplies. During 2021, we committed to providing incremental paid time off for employees to
help offset any financial loss caused by their absence from work when receiving the COVID-19 vaccination. We
also continue to work with local healthcare organizations to provide vaccination assistance under applicable area
guidelines and procedures to employees and their family members. We continue to review and analyze both
external and internal COVID-related data, including the effects of new variants, on a daily basis. We have been
pleased with the continued performance of our employees, particularly our drivers, who have provided consistent
service to our customers throughout the pandemic.
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
97
Additional general information about us is available at jbhunt.com. We make a number of reports and other
information available free of charge on our website, including our annual report on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable
after such material is electronically filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934. Our website also contains corporate governance guidelines, our code of ethics,
our whistleblower policy, Board committee charters, and other corporate policies. The information on our website
is not, and shall not be deemed to be, a part of this annual report on Form 10-K or incorporated into any other
filings we make with the SEC.
OUR MISSION AND STRATEGY
Our Mission: To create the most efficient transportation network in North America.
We forge long-term relationships with key customers that include supply chain management as an integral part of
their strategies. Working in concert, we strive to drive out excess cost, add value and function as an extension of
their enterprises. Our strategy is based on utilizing an integrated, multimodal approach to provide capacity-oriented
solutions centered on delivering customer value and industry-leading service. We believe our unique operating
strategy can add value to customers and increase our profits and returns to stockholders.
We continually analyze opportunities for additional capital investment and where management’s resources should
be focused to provide more benefits to our customers. These actions should, in turn, yield increasing returns to
our stockholders.
Increasingly, our customers are seeking energy-efficient transportation solutions to reduce both cost and
greenhouse-gas emissions. Our Company’s mission, to create the most efficient transportation network in
North America, focuses on delivering both for our customers across all of our business segments. We seek to
accomplish this by maintaining a modern fleet to maximize fuel efficiency, converting loads from truck to rail with
our intermodal service, and introducing technologies to optimize freight flows in the supply chain by eliminating
waste. Additionally, we continue to test and explore the usage of alternative fuel vehicles. Efforts to improve fleet
fuel efficiency and reduce greenhouse gas emissions are ongoing. We are an Environmental Protection Agency
(EPA) SmartWay® Transport Partner, and proud to have been awarded the EPA’s SmartWay® Excellence Award
each of the last twelve years.
As always, we continue to ingrain safety into our corporate culture and strive to conduct all of our operations as
safely as possible.
OPERATING SEGMENTS
Segment information is also included in Note 14 to our Consolidated Financial Statements.
JBI Segment
The transportation service offerings of our JBI segment utilize arrangements with most major North American
rail carriers to provide intermodal freight solutions for our customers throughout the continental United States,
Canada, and Mexico. Our JBI segment began operations in 1989, forming a unique partnership with what is now
the BNSF Railway Company (BNSF); this was a watershed event in the industry and the first agreement that linked
major rail and truckload carriers in a joint service environment. Throughout the years that followed, JBI established
multiple agreements with other Class I railroads. JBI draws on the intermodal services of these rail carriers for the
underlying linehaul movement of its equipment between rail ramps. The origin and destination pickup and delivery
services (drayage) are handled by our company-owned tractors for the majority of our intermodal loads, while third-
party dray carriers are used where economical. By performing our own drayage services, we are able to provide a
cost-competitive, seamless coordination of the combined rail and dray movements for our customers.
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JBI operates 104,973 pieces of company-owned trailing equipment systemwide. The fleet primarily consists of 53-
foot, high-cube containers and is designed to take advantage of intermodal double-stack economics and superior
ride quality. We own and maintain our own chassis fleet, consisting of 85,649 units. The containers and chassis
are uniquely designed so that they may only be paired together, which we feel creates an operational competitive
advantage. JBI also manages a fleet of 5,612 company-owned tractors, 582 independent contractor trucks, and
6,943 company drivers. At December 31, 2021, the total JBI employee count was 7,940. Revenue for the JBI
segment in 2021 was $5.45 billion.
DCS Segment
DCS focuses on private fleet conversion and creation in replenishment and specialized equipment. We specialize in
the design, development, and execution of supply chain solutions that support a variety of transportation networks.
Contracts with our customers are long-term, ranging from three to 10 years, with the average being approximately
five years. Pricing of our contracts typically involves cost-plus arrangements, with our fixed costs being recovered
regardless of equipment utilization, but is customized based on invested capital and duration.
At December 31, 2021, this segment operated 11,139 company-owned trucks, 544 customer-owned trucks,
and 6 independent contractor trucks. DCS also operates 21,069 owned pieces of trailing equipment and 7,753
customer-owned trailers. The DCS segment employed 14,709 people, including 12,632 drivers, at December 31,
2021. DCS revenue for 2021 was $2.58 billion.
ICS Segment
ICS provides traditional freight brokerage and transportation logistics solutions to customers through relationships
with thousands of third-party carriers and integration with our owned equipment within other segments. By
leveraging the J.B. Hunt brand, systems, and network, we provide a broader service offering to customers by
providing flatbed, refrigerated, expedited, and LTL, as well as a variety of dry-van and intermodal solutions.
Furthermore, we offer an online multimodal marketplace via J.B. Hunt 360° that matches the right load with the
right carrier and the best mode. ICS also provides single-source logistics management for customers desiring to
outsource their transportation functions and utilize our proven supply chain technology and design expertise to
improve efficiency. ICS operates multiple remote sales offices or branches, as well as on-site logistics personnel
working in direct contact with customers.
At December 31, 2021, the ICS segment employed 975 people, with a carrier base of approximately 136,400. ICS
revenue for 2021 was $2.54 billion.
FMS Segment
FMS provides final-mile delivery services to customers through a nationwide network of cross-dock and other
delivery system network locations, with 98% of the continental U.S. population living within 150 miles of a network
location. FMS provides both asset and non-asset big and bulky delivery and installation services, as well as
fulfillment and retail-pooling distributions services. FMS contracts with customers range from one to five years, with
the average being approximately three years.
At December 31, 2021, this segment operated 1,272 company-owned trucks, 272 customer-owned trucks,
and 19 independent contractor trucks. FMS also operates 1,036 owned pieces of trailing equipment and 185
customer-owned trailers. The FMS segment employed 3,161 people, including 1,697 drivers and 189 delivery and
material assistants, at December 31, 2021. FMS revenue for 2021 was $842 million.
JBT Segment
The service offering in this segment is full-load, dry-van freight, utilizing tractors and trailers operating over roads
and highways. JBT also offers services through our J.B. Hunt 360box® program which utilizes our J.B. Hunt 360
platform to access capacity and offer efficient drop trailer solutions to our customers. We typically pick up freight
at the dock or specified location of the shipper and transport the load directly to the location of the consignee.
We use our company-owned tractors and employee drivers or independent contractors or third-party carriers
who agree to transport freight in our trailers.
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At December 31, 2021, the JBT segment operated 734 company-owned tractors, 11,172 company-owned
trailers, and employed 1,139 people, 733 of whom were drivers. At December 31, 2021, we had 1,501
independent contractors operating in the JBT segment. JBT revenue for 2021 was $796 million.
Marketing and Operations
We transport, or arrange for the transportation of, a wide range of freight, including general merchandise, specialty
consumer items, appliances, forest and paper products, food and beverages, building materials, soaps and
cosmetics, automotive parts, agricultural products, electronics, and chemicals. Our customer base includes a large
number of Fortune 500 companies. We provide many transportation services that meet the supply chain logistics
needs of shippers.
We generally market all of our service offerings through a nationwide sales and marketing network. We use specific
sales forces in DCS and FMS due to the length, complexity, and specialization of the sales cycle. In addition to
our sales teams, J.B. Hunt 360° offers instant access to a wide array of technology-driven solutions for customers
and carriers. Through the platform, businesses of all sizes can quote and book shipments, view analytics, and gain
visibility into freight movement. In accordance with our typical arrangements, we bill the customer for all services,
and we, in turn, pay all third parties for their portion of transportation services provided.
Human Capital Resources
General
Despite operating over 166,000 pieces of transportation equipment, our single greatest asset and one of the
factors differentiating us from our competitors is our service-oriented people. J.B. Hunt strives to provide a
supportive and safe work environment for its employees, where diverse and innovative ideas can be fostered to
solve problems and provide value-added services for our customers. In addition to our employees, our customers,
vendors, and communities in which we operate also share diverse backgrounds and an equally diverse range
of interests and passions. J.B. Hunt puts forth its best effort to support initiatives reflecting the company values
which, are shared by its stakeholders.
As of December 31, 2021, we had 33,045 employees, which consisted of 22,005 company drivers, 9,740 office
personnel, 1,108 maintenance technicians, and 192 delivery and material assistants. We also had arrangements
with 2,108 independent contractors to transport freight in our trailing equipment. None of our employees are
represented by unions or covered by collective bargaining agreements.
In managing the Company’s business, management focuses on various human capital measures and objectives
designed to address the development, attraction, and retention of personnel. These include competitive
compensation and benefits, paid time off, employee retirement plan, bonus and other incentive compensation plans,
modern equipment and support, leadership development, and tuition assistance as well as those described below.
Diversity and Inclusion
We hold strongly to the principle that a qualified, diverse workforce, and inclusive workplace helps us represent
the broad cross-section of ideas, values, and beliefs of our employees, customers, suppliers, and communities.
In 2017, we established our Diversity and Inclusion initiative which reaches enterprise-wide and aims to create an
inclusive culture and environment where employees from all backgrounds can succeed and be heard. Employees
are evaluated and hired nationally in accordance with established criteria and regulatory requirements specific to
their anticipated role within the Company.
In addition, the Company’s Employee Resource Groups (ERGs) offer opportunities for employee professional
development, community engagement, and networking. Comprised of groups for women, Latinos, veterans,
LGBTQIA+, and African Americans, our ERGs promote camaraderie within the workforce and allow employees
with similar interests to build meaningful work relationships.
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Employee Safety and Health
The health and well-being of our workforce is a priority as we continue to ingrain safety into our corporate
culture and strive to conduct all our operations as safely as possible. J.B. Hunt employees participate in regular
job-specific safety training programs. In addition, J.B. Hunt’s Million Mile Safe Driving and Recognition Awards
Program has recognized and rewarded our drivers who dedicate themselves to accident-free driving. Since its
inception in 1996, the program has awarded more than $33 million to over 4,100 drivers.
We believe that access to quality healthcare is also an important part of this priority, and we have programs
in place that focus on improving the quality of care that our employees and their families receive. Paid leave is
another key component of this focus and the Company offers benefit plans that comply with all applicable laws.
In response to COVID-19, we implemented safety response activities at our home office campus and all other
field locations throughout North America which included requiring remote working when possible, expanded
health and safety policies, facility modifications, increased security coverage, and purchase and distribution of
personal protective equipment and supplies. During 2021, we committed to providing incremental paid time off
for employees to help offset any financial loss caused by their absence from work when receiving the COVID-19
vaccination. Due to the nature of our business and the large portion of our workforce consisting of drivers and
other non-office personnel, fewer than 25% of our total employees have been able to work remotely; however,
we remain committed to the safety of our workforce, suppliers, and customers while continuing to meet our
customers’ needs.
Revenue Equipment
Our JBI segment utilizes uniquely designed high-cube containers and chassis, which can only be paired with each
other and can be separated to allow the containers to be double-stacked on rail cars. The composition of our DCS
trailing fleet varies with specific customer requirements and may include dry-vans, flatbeds, temperature-controlled,
curtain-side vans, and dump trailers. We primarily utilize third-party carriers’ tractor and trailing equipment for our
ICS segment. Our FMS segment primarily utilizes straight trucks or similar equipment through third-party carriers,
while the JBT segment operates primarily 53-foot dry-van trailers.
As of December 31, 2021, our company-owned tractor and truck fleet consisted of 18,757 units. In addition, we
had 2,108 independent contractors who operate their own tractors but transport freight in our trailing equipment.
We operate with standardized tractors in as many fleets as possible, particularly in our JBI and JBT fleets. Due to
our customers’ preferences and the actual business application, our DCS fleet is extremely diversified. We believe
operating with relatively newer revenue equipment provides better customer service, attracts quality drivers, improved
fuel efficiency, and lowers maintenance expense. At December 31, 2021, the average age of our combined tractor
fleet was 2.5 years, while our containers averaged 8.2 years of age and our trailers averaged 6.6 years. We perform
routine servicing and preventive maintenance on our equipment at our regional terminal facilities.
Competition and the Industry
The freight transportation markets in which we operate are frequently referred to as highly fragmented and
competitive. Our JBI segment competes with other intermodal marketing companies; other full-load carriers that
utilize railroads for a portion of the transportation service; and, to a certain extent, some railroads directly. The
diversified nature of the services provided by our DCS and FMS segments attracts competition from customers’
private fleets, other private fleet outsourcing companies, equipment leasing companies, local and regional delivery
service providers, and some truckload carriers. Our ICS segment utilizes the fragmented nature of the truck
industry and competes with other non-asset-based logistics companies and freight brokers, as well as full-load
carriers. The full-load freight competition of our JBT segment includes thousands of carriers, many of which are
very small. While we compete with a number of smaller carriers on a regional basis, only a limited number of
companies represent competition in all markets across the country.
We compete with other transportation service companies primarily in terms of price, on-time pickup and delivery
service, availability and type of equipment capacity, and availability of carriers for logistics services.
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Regulation
Our operations as a for-hire motor carrier are subject to regulation by the U.S. Department of Transportation
(DOT) and the Federal Motor Carrier Safety Administration (FMCSA), and certain business is also subject to
state rules and regulations. The DOT periodically conducts reviews and audits to ensure our compliance with
federal safety requirements, and we report certain accident and other information to the DOT. Our operations into
and out of Canada and Mexico are subject to regulation by those countries. We are also subject to a variety of
requirements of national, state, and local governments, including the U.S. Environmental Protection Agency and
the Occupational Safety and Health Administration.
On September 9, 2021, President Biden issued an executive order that, in conjunction with guidance issued
pursuant to the order, requires all employers with U.S. Government contracts to require their U.S.-based
employees, contractors, or subcontractors who work on or in support of certain U.S. Government contracts,
to be fully vaccinated for COVID-19 by December 8, 2021, with limited exceptions for medical and religious
reasons permitted. Various states have challenged the mandate in multiple federal district courts resulting in the
enforcement of this mandate to be currently enjoined nationwide. We are awaiting final resolution of this matter, but
do not anticipate a negative impact on our operations or productivity.
We are subject to various environmental laws and regulations dealing with the handling of hazardous materials,
underground fuel storage tanks, and discharge and retention of storm water. These laws and regulations have the
effect of increasing the costs, risks and liabilities associated with our applicable operations. We are also subject
to existing and potential future laws and regulations with regards to public policy on climate change. If current
regulatory requirements become more stringent or new environmental laws and regulations regarding climate
change are introduced, we could be required to make significant expenditures or abandon certain activities.
We continue to monitor the actions of the FMCSA and other regulatory agencies and evaluate all proposed rules to
determine their impact on our operations.
ITEM 1A. RISK FACTORS
In addition to the factors outlined previously in this Form 10-K regarding forward-looking statements and other
comments regarding risks and uncertainties, the following risk factors should be carefully considered when
evaluating our business. Our business, financial condition or financial results could be materially and adversely
affected by any of these risks.
Risks Related to Our Industry
Our business is significantly impacted by economic conditions, customer business cycles and seasonal
factors.
Our business is dependent on the freight shipping needs of our customers, which can be heavily impacted by
economic conditions and other factors affecting their businesses. Recessionary economic cycles and downturns
in customers’ business cycles, particularly in market segments and industries where we have a significant
concentration of customers, may substantially reduce freight volumes for which our customers need transportation
services and lead to excess capacity in the industry and resulting pressure on the rates we are able to obtain for
our services. Adverse economic conditions may also require us to increase our reserve for bad debt losses. In
addition, our results of operations may be affected by seasonal factors. Customers tend to reduce shipments after
the winter holiday season, and our operating expenses tend to be higher in the winter months, primarily due to
colder weather, which causes higher fuel consumption from increased idle time and higher maintenance costs. Any
of these factors could have a significant adverse effect on our financial condition and results of operations.
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Our business is significantly impacted by the effects of national or international health pandemics
on general economic conditions and the operations of our customers and third-party suppliers and
service providers.
Our operations can be heavily impacted by the effects of a widespread outbreak of contagious disease, principally
the recent outbreak of the COVID-19 virus. The effects of the COVID-19 pandemic have and may continue to
disrupt or restrict the freight shipping activities of some of our customers, on which our business is dependent. In
addition, adverse economic conditions caused by COVID-19 may also require us to increase our reserve for bad
debt losses. Furthermore, the continuation or resumption of COVID-19 related social and economic disruptions
may lead to other events which could negatively impact our operations including service limitations of our third-
party purchased transportation providers, reduced availability of drivers and other key employees, disruptions in
the procurement of revenue equipment, restrictions at U.S. ports of call, excess capacity or rate reductions within
the intermodal or trucking industries, inability of suppliers to continue activities, or volatile financial credit markets.
The extent to which the COVID-19 outbreak and any future resurgences will impact general economic and
business conditions is highly uncertain and unpredictable; however, any of these factors could have a significant
adverse effect on our financial condition and results of operations.
Extreme or unusual weather conditions can disrupt our operations, impact freight volumes, and
increase our costs, all of which could have a material adverse effect on our business results.
Certain weather conditions such as ice and snow can disrupt our operations. Increases in the cost of our
operations, such as towing and other maintenance activities, frequently occur during the winter months. Natural
disasters such as hurricanes and flooding can also impact freight volumes and increase our costs.
Our operations are subject to various environmental laws and regulations, including legislative and
regulatory responses to climate change. Compliance with environmental requirements could result
in significant expenditures and the violation of these regulations could result in substantial fines or
penalties.
We are subject to various environmental laws and regulations dealing with the handling of hazardous materials,
underground fuel storage tanks, and discharge and retention of storm water. We operate in industrial areas, where
truck terminals and other industrial activities are located and where groundwater or other forms of environmental
contamination have occurred. Our operations involve the risks of fuel spillage or seepage, environmental damage,
and hazardous waste disposal, among others. We also maintain bulk fuel storage and fuel islands at several of
our facilities. If a spill or other accident involving hazardous substances occurs, or if we are found to be in violation
of applicable laws or regulations, it could have a material adverse effect on our business and operating results.
If we should fail to comply with applicable environmental regulations, we could be subject to substantial fines or
penalties and to civil and criminal liability.
We are also subject to existing and potential future laws and regulations with regards to public policy on climate
change. If current regulatory requirements become more stringent or new environmental laws and regulations
regarding climate change are introduced, we could be required to make significant expenditures or abandon
certain activities, which could have a material adverse effect on our business and operating results.
We depend on third parties in the operation of our business.
Our JBI business segment utilizes railroads in the performance of its transportation services. The majority of these
services are provided pursuant to contractual relationships with the railroads. While we have agreements with a
number of Class I railroads, the majority of our business travels on the BNSF and the Norfolk Southern railways.
A material change in the relationship with, the ability to utilize one or more of these railroads or the overall service
levels provided by these railroads could have a material adverse effect on our business and operating results. In
addition, a portion of the freight we deliver is imported to the United States through ports of call that are subject
to labor union contracts. Work stoppages or other disruptions at any of these ports could have a material adverse
effect on our business.
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We also utilize independent contractors and third-party carriers to complete our services. These third parties are
subject to similar regulation requirements, which may have a more significant impact on their operations, causing
them to exit the transportation industry. Aside from when these third parties may use our trailing equipment to fulfill
loads, we do not own the revenue equipment or control the drivers delivering these loads. The inability to obtain
reliable third-party carriers and independent contractors could have a material adverse effect on our operating
results and business growth.
Rapid changes in fuel costs could impact our periodic financial results.
Fuel costs can be very volatile. We have a fuel surcharge revenue program in place with the majority of our
customers, which has historically enabled us to recover the majority of higher fuel costs. Most of these programs
automatically adjust weekly depending on the cost of fuel. However, there can be timing differences between
a change in our fuel cost and the timing of the fuel surcharges billed to our customers. In addition, we incur
additional costs when fuel price increases cannot be fully recovered due to our engines being idled during cold or
warm weather and empty or out-of-route miles that cannot be billed to customers. Rapid increases in fuel costs or
shortages of fuel could have a material adverse effect on our operations or future profitability. As of December 31,
2021, we had no derivative financial instruments to reduce our exposure to fuel-price fluctuations.
Insurance and claims expenses could significantly reduce our earnings.
Our future insurance and claims expenses might exceed historical levels, which could reduce our earnings. If the
number or severity of claims for which we are self-insured increases, our operating results could be adversely
affected. We have policies in place for 2022 with substantially the same terms as our 2021 policies for personal
injury, property damage, workers’ compensation, and cargo loss or damage. We purchase insurance coverage for
the amounts above which we are self-insured. If these expenses increase and we are unable to offset the increase
with higher freight rates, our earnings could be materially and adversely affected.
We operate in a regulated industry, and increased direct and indirect costs of compliance with, or liability
for violation of, existing or future regulations could have a material adverse effect on our business.
The DOT, FMCSA, and various state agencies exercise broad powers over our business, generally governing matters
including authorization to engage in motor carrier service, equipment operation, safety, and financial reporting. We
are audited periodically by the DOT to ensure that we are in compliance with various safety, hours-of-service, and
other rules and regulations. If we were found to be out of compliance, the DOT could restrict or otherwise impact
our operations. Our failure to comply with any applicable laws, rules or regulations to which we are subject, whether
actual or alleged, could expose us to fines, penalties or potential litigation liabilities, including costs, settlements and
judgments. Further, these agencies could institute new laws, rules or regulations or issue interpretation changes to
existing regulations at any time. Compliance with new laws, rules or regulations could substantially impair labor and
equipment productivity, increase our costs or impact our ability to offer certain services.
Difficulty in attracting and retaining drivers and delivery personnel could affect our profitability and
ability to grow.
If we are unable to attract and retain the necessary quality and number of employees, we could be required
to significantly increase our employee compensation package, let revenue equipment sit idle, dispose of the
equipment altogether, or rely more on higher-cost third-party carriers, which could adversely affect our growth and
profitability. In addition, our growth could be limited by an inability to attract third-party carriers upon whom we rely
to provide transportation services.
We operate in a competitive and highly fragmented industry. Numerous factors could impair our
ability to maintain our current profitability and to compete with other carriers and private fleets.
We compete with many other transportation service providers of varying sizes and, to a lesser extent, with LTL
carriers and railroads, some of which have more equipment and greater capital resources than we do. Additionally,
some of our competitors periodically reduce their freight rates to gain business, especially during times of reduced
growth rates in the economy, which may limit our ability to maintain or increase freight rates or to maintain our
profit margins.
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J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
In an effort to reduce the number of carriers it uses, a customer often selects so-called “core carriers” as approved
transportation service providers, and in some instances, we may not be selected. Many customers periodically
accept bids from multiple carriers for their shipping needs, and this process may depress freight rates or result in
the loss of some business to competitors. Also, certain customers that operate private fleets to transport their own
freight could decide to expand their operations, thereby reducing their need for our services.
Risks Related to Our Business
We derive a significant portion of our revenue from a few major customers, the loss of one or more of
which could have a material adverse effect on our business.
For the calendar year ended December 31, 2021, our top 10 customers, based on revenue, accounted for
approximately 39% of our revenue. One customer accounted for approximately 12% of our total revenue for the
year ended December 31, 2021. Our JBI, ICS, and JBT segments typically do not have long-term contracts with
their customers. While our DCS and FMS segments may involve long-term written contracts, those contracts
may contain cancellation clauses, and there is no assurance that our current customers will continue to utilize our
services or continue at the same levels. A reduction in or termination of our services by one or more of our major
customers could have a material adverse effect on our business and operating results.
A determination that independent contractors are employees could expose us to various liabilities
and additional costs.
Federal and state legislation as well as tax and other regulatory authorities have sought to assert that independent
contractors in the transportation service industry are employees rather than independent contractors. An
example of such legislation recently enacted in California is currently under a judicial stay with respect to trucking
companies while a legal challenge to the law is pending. There can be no assurance that interpretations that
support the independent contractor status will not change, that other federal or state legislation will not be
enacted or that various authorities will not successfully assert a position that re-classifies independent contractors
to be employees. If our independent contractors are determined to be our employees, that determination could
materially increase our exposure under a variety of federal and state tax, workers’ compensation, unemployment
benefits, labor, employment and tort laws, as well as our potential liability for employee benefits. In addition, such
changes may be applied retroactively, and if so, we may be required to pay additional amounts to compensate for
prior periods. Any of the above increased costs would adversely affect our business and operating results.
We may be subject to litigation claims that could result in significant expenditures.
We by the nature of our operations are exposed to the potential for a variety of litigation, including personal injury
claims, vehicular collisions and accidents, alleged violations of federal and state labor and employment laws, such
as class-action lawsuits alleging wage and hour violations and improper pay, commercial and contract disputes,
cargo loss and property damage claims. While we purchase insurance coverage at levels we deem adequate,
future litigation may exceed our insurance coverage or may not be covered by insurance. We accrue a provision
for a litigation matter according to applicable accounting standards based on the ongoing assessment of the
strengths and weaknesses of the litigation, its likelihood of success, and an evaluation of the possible range of
loss. Our inability to defend ourselves against a significant litigation claim could have a material adverse effect on
our financial results.
We rely significantly on our information technology systems, a disruption, failure or security breach
of which or an inability to keep pace with technological advances could have a material adverse
effect on our business.
We rely on information technology throughout all areas of our business to initiate, track, and complete customer
orders; process financial and nonfinancial data; compile results of operations for internal and external reporting;
and achieve operating efficiencies and growth. We have also invested significantly in the development of our
Marketplace for J.B. Hunt 360° online freight matching platform, through which we are generating an increasing
amount of revenue. Each of our information technology systems may be susceptible to various interruptions,
including equipment or network failures, failed upgrades or replacement of software, user error, power outages,
natural disasters, cyber-attacks, theft or misuse of data, terrorist attacks, computer viruses, hackers, or other
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security breaches. We have mitigated our exposure to these risks through the establishment and maintenance
of technology security programs and disaster recovery plans, but these mitigating activities may not be sufficient.
A significant disruption, failure or security breach in our information technology systems could have a material
adverse effect on our business, which could include operational disruptions, loss of confidential information,
external reporting delays or errors, legal claims, or damage to our business reputation. We also could experience
an inability to keep pace with technological advances, resulting in our information technology platforms becoming
obsolete or our competitors developing related or similar service offerings more effective than ours.
Acquisitions or business combinations may disrupt or have a material adverse effect on our
operations or earnings.
A substantial portion of the growth of our FMS segment has resulted from strategic acquisitions, and our future
growth strategy for FMS and possibly other operating segments may involve the acquisition of one or more
businesses. We could have difficulty integrating acquired companies’ assets, personnel and operations with our
own. Regardless of whether we are successful in making an acquisition or completing a business combination,
the negotiations could disrupt our ongoing business, distract our management and employees, and increase
our operating costs. Acquisitions and business combinations are accompanied by a number of inherent risks,
including, without limitation, the difficulty of integrating acquired companies and operations; potential disruption of
our ongoing businesses and distraction of our management or the management of acquired companies; difficulties
in maintaining controls, procedures and policies; potential impairment of relationships with employees and partners
as a result of any integration of new management personnel; potential inability to manage an increased number of
locations and employees; failure to realize expected efficiencies, synergies and cost savings; or the effect of any
government regulations which relate to the businesses acquired.
Our business could be materially impacted if and to the extent that we are unable to succeed in addressing any
of these risks or other problems encountered in connection with an acquisition or business combination involving
FMS or other segments, many of which cannot be presently identified.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
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ITEM 2. PROPERTIES
We own our corporate headquarters in Lowell, Arkansas. In addition, we own or lease buildings in Lowell that
we utilize for administrative support and warehousing. We also own or lease 50 other significant facilities across
the United States where we perform maintenance on our equipment, provide bulk fuel, and employ personnel to
support operations. These facilities vary in size from 2 to 39 acres. Each of our business segments utilizes these
facilities. In addition, we have 118 leased or owned facilities in our FMS cross-dock and other delivery system
networks and multiple leased or owned remote sales offices or branches in our ICS segment. We also own or
lease multiple small facilities, offices, and parking yards throughout the country that support our customers’
business needs.
A summary of our principal facilities in locations throughout the U.S. follows:
Type
Acreage
Maintenance and support facilities
Cross-dock and delivery system facilities
Corporate headquarters campus, Lowell, Arkansas
Branch sales offices
Other facilities, offices, and parking yards
533
33
119
-
503
Maintenance Shop/
Cross-dock Facility
(square feet)
Office Space
(square feet)
1,132,000
3,555,000
-
-
418,000
198,000
137,000
607,000
50,000
304,000
ITEM 3. LEGAL PROCEEDINGS
See Note 10, Commitments and Contingencies in our Consolidated Financial Statements for disclosures related to
legal proceedings.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded on the NASDAQ Global Select Market (NASDAQ) under the symbol “JBHT.” At
December 31, 2021, we were authorized to issue up to 1 billion shares of our common stock, and 167.1 million
shares were issued. We had 105.1 million and 105.7 million shares outstanding as of December 31, 2021 and
2020 respectively. On February 15, 2022, we had 971 stockholders of record of our common stock.
Dividend Policy
Our dividend policy is subject to review and revision by the Board of Directors, and payments are dependent upon
our financial condition, liquidity, earnings, capital requirements, and any other factors the Board of Directors may
deem relevant. On January 20, 2022, we announced an increase in our quarterly cash dividend from $0.30 to
$0.40 per share, which was paid February 18, 2022, to stockholders of record on February 4, 2022. We currently
intend to continue paying cash dividends on a quarterly basis. However, no assurance can be given that future
dividends will be paid.
Purchases of Equity Securities
The following table summarizes purchases of our common stock during the three months ended December 31,
2021:
Period
Number of
Common
Shares
Purchased
Average
Price Paid
Per Common
Share
Purchased
Total Number
of Shares
Purchased as
Part of a Publicly
Announced
Plan(1)
Maximum Dollar
Amount of Shares
That May Yet Be
Purchased
Under the Plan
(in millions)(1)
October 1 through October 31, 2021
— $
—
— $
November 1 through November 30, 2021
75,509
196.05
December 1 through December 31, 2021
—
—
75,509
—
Total
75,509
$
196.05
75,509 $
366
351
351
351
(1) On January 22, 2020, our Board of Directors authorized the purchase of up to $500 million of our common stock. This stock
repurchase program has no expiration date.
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J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
Stock Performance Graph
The following graph compares the cumulative 5-year total return of stockholders of our common stock with
the cumulative total returns of the S&P 500 index and a customized peer group. The peer group consists of 13
companies: C.H. Robinson Worldwide Inc., CSX Corporation, Expeditors International of Washington Inc., Hub
Group Inc., Knight-Swift Transportation Holdings Inc., Norfolk Southern Corporation, Old Dominion Freight Line
Inc., Republic Services Inc., Ryder System Inc., Schneider National Inc., Stericycle Inc., Waste Management Inc.,
and XPO Logistics Inc. The graph assumes the value of the investment in our common stock, in the index, and
in the peer group (including reinvestment of dividends) was $100 on December 31, 2016 and tracks it through
December 31, 2021. The stock price performance included in this graph is not necessarily indicative of future
stock price performance.
Comparison of 5 Year Cumulative Total Return
Among J.B. Hunt Transport Services, Inc., the S&P 500 Index, and a Peer Group
$300
$250
$200
$150
$100
$50
$0
12/16
12/17
12/18
12/19
12/20
12/21
J.B. Hunt Transport Services, Inc.
S&P 500
Peer Group
Years Ended December 31,
2016
2017
2018
2019
2020
2021
J.B. Hunt Transport Services, Inc.
$
100.00
$
119.60
$
97.58
$
123.69
$
146.09
$
220.05
S&P 500
Peer Group
100.00
121.83
116.49
153.17
181.35
233.41
100.00
130.56
128.21
164.52
197.27
272.79
ITEM 6. [Reserved]
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
109
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion of our results of operations and financial condition should be read in conjunction with our
financial statements and related notes in Item 8. This discussion contains forward-looking statements. Please see
“Forward-looking Statements” and “Risk Factors” for a discussion of items, uncertainties, assumptions and risks
associated with these statements.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of our financial statements in accordance with U.S. generally accepted accounting principles
requires us to make estimates and assumptions that impact the amounts reported in our Consolidated Financial
Statements and accompanying notes. Therefore, the reported amounts of assets, liabilities, revenues, expenses
and associated disclosures of contingent liabilities are affected by these estimates. We evaluate these estimates
on an ongoing basis, utilizing historical experience, consultation with third parties and other methods considered
reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from our estimates.
Any effects on our business, financial position or results of operations resulting from revisions to these estimates
are recognized in the accounting period in which the facts that give rise to the revision become known. We
consider our critical accounting policies and estimates to be those that require us to make more significant
judgments and estimates when we prepare our financial statements and include the following:
Workers’ Compensation and Accident Costs
We purchase insurance coverage for a portion of expenses related to employee injuries, vehicular collisions,
accidents, and cargo damage. Certain insurance arrangements include a level of self-insurance (deductible) coverage
applicable to each claim. We have umbrella policies to limit our exposure to catastrophic claim costs. We are
substantially self-insured for loss of and damage to our owned and leased revenue equipment.
The amounts of self-insurance change from time to time based on measurement dates, policy expiration dates,
and claim type. For 2019 through 2021, we were self-insured for $500,000 per occurrence for personal injury and
property damage and fully insured for workers’ compensation claims for nearly all states. We have policies in place
for 2022 with substantially the same terms as our 2021 policies for personal injury, property damage, workers’
compensation, and cargo loss or damage.
Our claims accrual policy for all self-insured claims is to recognize a liability at the time of the incident based on
our analysis of the nature and severity of the claims and analyses provided by third-party claims administrators, as
well as legal, economic, and regulatory factors. Our safety and claims personnel work directly with representatives
from the insurance companies to continually update the estimated cost of each claim. The ultimate cost of a
claim develops over time as additional information regarding the nature, timing, and extent of damages claimed
becomes available. Accordingly, we use an actuarial method to develop current claim information to derive an
estimate of our ultimate personal injury and property damage claim liability. This process involves the use of
expected loss rates, loss-development factors based on our historical claims experience, and contractual premium
adjustment factors, if applicable. In doing so, the recorded liability considers future claims growth and provides a
reserve for incurred-but-not-reported claims. We do not discount our estimated losses. At December 31, 2021, we
had an accrual of approximately $287 million for estimated claims. In addition, we record receivables for amounts
expected to be reimbursed for payments made in excess of self-insurance levels on covered claims. At December
31, 2021, we have recorded $311 million of expected reimbursement for covered excess claims, other insurance
deposits, and prepaid insurance premiums.
Revenue Equipment
We operate a significant number of tractors, trucks, containers, chassis, and trailers in connection with our
business. This equipment may be purchased or acquired under lease agreements. In addition, we may rent
revenue equipment from various third parties under short-term rental arrangements. Purchased revenue equipment
is depreciated on the straight-line method over the estimated useful life to an estimated salvage or trade-in value.
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J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
We periodically review the useful lives and salvage values of our revenue equipment and evaluate our long-lived
assets for impairment. We have not identified any impairment to our assets at December 31, 2021.
We have agreements with our primary tractor suppliers for residual or trade-in values for certain new equipment.
We have utilized these trade-in values, as well as other operational information such as anticipated annual miles, in
accounting for depreciation expense.
Revenue Recognition
We record revenues on the gross basis at amounts charged to our customers because we control and are
primarily responsible for the fulfillment of promised services. Accordingly, we serve as a principal in the transaction.
We invoice our customers, and we maintain discretion over pricing. Additionally, we are responsible for selection of
third-party transportation providers to the extent used to satisfy customer freight requirements.
We recognize revenue from customer contracts based on relative transit time in each reporting period and as other
performance obligations are provided, with related expenses recognized as incurred. Accordingly, a portion of the
total revenue that will be billed to the customer is recognized in each reporting period based on the percentage of
the freight pickup and delivery performance obligation that has been completed at the end of the reporting period.
Our trade accounts receivable includes accounts receivable reduced by an allowance for uncollectible accounts.
Receivables are recorded at amounts billed to customers when loads are delivered or services are performed.
The allowance for uncollectible accounts is calculated over the life of the underlying receivable and is based on
historical experience; any known trends or uncertainties related to customer billing and account collectability;
current economic conditions; and reasonable and supportable economic forecasts, each applied to segregated
risk pools based on the business segment that generated the receivable. The adequacy of our allowance is
reviewed quarterly.
Income Taxes
We account for income taxes under the liability method. Our deferred tax assets and liabilities represent items
that will result in a tax deduction or taxable income in future years for which we have already recorded the related
tax expense or benefit in our statement of earnings. Deferred tax accounts arise as a result of timing differences
between when items are recognized in our Consolidated Financial Statements and when they are recognized in
our tax returns. We assess the likelihood that deferred tax assets will be recovered from future taxable income or
the reversal of temporary timing differences. To the extent we believe recovery does not meet the more-likely-than-
not threshold, a valuation allowance is established. To the extent we establish a valuation allowance, we include an
expense as part of our income tax provision.
Significant judgment is required in determining and assessing the impact of complex tax laws and certain tax-
related contingencies on our provision for income taxes. As part of our calculation of the provision for income
taxes, we assess whether the benefits of our tax positions are at least more likely than not to be sustained upon
audit based on the technical merits of the tax position. For tax positions that are not more likely than not to be
sustained upon audit, we accrue the largest amount of the benefit that is not more likely than not to be sustained
in our Consolidated Financial Statements. Such accruals require us to make estimates and judgments, whereby
actual results could vary materially from these estimates. Further, a number of years may elapse before a particular
matter for which we have established an accrual is audited and resolved. See Note 7, Income Taxes, in our
Consolidated Financial Statements for a discussion of our current tax contingencies.
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
111
RESULTS OF OPERATIONS
The following table sets forth items in our Consolidated Statements of Earnings as a percentage of operating
revenues and the percentage increase or decrease of those items compared with the prior year.
Operating revenues
Operating expenses:
Rents and purchased transportation
Salaries, wages and employee benefits
Depreciation and amortization
Fuel and fuel taxes
Operating supplies and expenses
General and administrative expenses,
net of asset dispositions
Insurance and claims
Operating taxes and licenses
Communication and utilities
Operating income
Net interest expense
Earnings before income taxes
Income taxes
Net earnings
Percentage of
Operating Revenues
Percentage Change
Between Years
2021
2020
2019
2021 vs.
2020
2020 vs.
2019
100.0%
100.0%
100.0%
26.3%
5.1%
53.0
22.7
4.6
4.4
3.0
1.5
1.4
0.5
0.3
51.4
24.4
5.5
3.7
3.5
1.8
1.4
0.6
0.3
49.4
23.7
5.4
5.1
3.6
2.1
1.7
0.6
0.4
8.6
0.4
8.2
1.9
7.4
0.5
6.9
1.6
8.0
0.6
7.4
1.8
30.2
17.6
5.6
48.4
10.5
8.6
22.7
9.4
4.0
24.6
46.6
(2.8)
50.1
49.4
9.4
8.3
5.7
(22.8)
0.4
(6.2)
(14.5)
(1.8)
(3.7)
5.8
(2.8)
(11.0)
(2.2)
(2.8)
6.3%
5.3%
5.6%
50.3%
(2.0)%
Total operating expenses
91.4
92.6
92.0
2021 COMPARED WITH 2020
Consolidated Operating Revenues
Our total consolidated operating revenues increased 26.3% to $12.17 billion in 2021, compared to $9.64 billion in
2020. This increase was primarily due to increased ICS and JBT revenue, higher JBI revenue per load, increased
average revenue producing trucks and fleet productivity within DCS, and increased FMS stops and revenue per
stop. Fuel surcharge revenues increased 65.5% to $1.25 billion in 2021, compared to $757 million in 2020. If fuel
surcharge revenues were excluded from both years, our 2021 revenue increased 22.9% over 2020.
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J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
Consolidated Operating Expenses
Our 2021 consolidated operating expenses increased 24.6% from 2020, while year-over-year revenue increased
26.3%, resulting in a 2021 operating ratio of 91.4% compared to 92.6% in 2020.
Rents and purchased transportation costs increased 30.2% in 2021, primarily due to increased third-party rail
and truck purchased transportation rates in JBI and ICS, increased ICS load volume, and an increase in the use
of third-party truck carriers by JBT and FMS during 2021. Salaries, wages and employee benefit costs increased
17.6% in 2021 from 2020. This increase was primarily related to increases in driver pay and office personnel
compensation due to a tighter supply of qualified drivers, a trend we anticipate continuing, and an increase in
the number of employees as well as an increase in incentive compensation compared to 2020. Depreciation and
amortization expense increased 5.6% in 2021, primarily due to equipment purchases related to new DCS long-
term customer contracts, the addition of trailing equipment and scheduled turnover of tractors within JBI, higher
trailer counts in JBT, and increased capital investments in information technology.
Fuel and fuel taxes expense increased 48.4% in 2021 compared with 2020, due primarily to an increase in the
price of fuel during 2021 and increased road miles. We have fuel surcharge programs in place with the majority
of our customers. These programs typically involve a specified computation based on the change in national,
regional, or local fuel prices. While these programs may address fuel cost changes as frequently as weekly,
most also reflect a specified miles-per-gallon factor and require a certain minimum change in fuel costs to trigger
a change in fuel surcharge revenue. As a result, some of these programs have a time lag between when fuel
costs change and when this change is reflected in revenues. Due to these programs, this lag negatively impacts
operating income in times of rapidly increasing fuel costs and positively impacts operating income when fuel
costs decrease rapidly. It is not meaningful to compare the amount of fuel surcharge revenue or the change in
fuel surcharge revenue between reporting periods to fuel and fuel taxes expense, or the change of fuel expense
between periods, as a significant portion of fuel cost is included in our payments to railroads, dray carriers and
other third parties. These payments are classified as purchased transportation expense.
Operating supplies and expenses increased 10.5% in 2021 compared with 2020, driven primarily by higher
equipment maintenance costs, increased tire expense, increased tolls expense, higher travel and entertainment
expense, and higher weather-related towing costs, partially offset by reduced operating supplies and building
maintenance costs in response to COVID-19 compared to 2020. General and administrative expenses increased
8.6% from 2020, primarily due to higher advertising costs, increased technology spend, and increased driver hiring
expenses, partially offset by a $5.7 million benefit from the reduction of a contingent liability in the FMS segment.
Additionally, net losses from sale or disposal of assets were $5.5 million in 2021, compared to net losses of $4.4
million in 2020. Insurance and claims expense increased 22.7% in 2021, primarily due to higher incident volume
and severity and increased insurance policy premium expenses, partially offset by a $3.2 million benefit from the
net settlement of claims within the FMS segment.
Net interest expense for 2021 decreased by 2.8% compared with 2020, due to lower effective interest rates on
our debt. Income tax expense increased 49.4% in 2021, due primarily to increased taxable earnings in 2021. Our
effective income tax rate was 23.9% in 2021 and 24.0% in 2020.
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
113
Segments
We operated five business segments during calendar year 2021. The operation of each of these businesses
is described in our Notes to Consolidated Financial Statements. The following tables summarize financial and
operating data by segment:
JBI
DCS
ICS
FMS
JBT
Total segment revenues
Intersegment eliminations
Total
JBI
DCS
ICS
FMS
JBT
Total
Operating Revenue by Segment
Years Ended December 31, (in millions)
2021
2020
2019
$ 5,454
$ 4,675
$ 4,745
2,578
2,538
842
796
12,208
(40)
2,196
1,658
689
463
9,681
(44)
2,128
1,348
567
389
9,177
(12)
$ 12,168
$ 9,637
$ 9,165
Operating Income by Segment
Years Ended December 31, (in millions)
2021
$ 603
304
46
28
65
2020
$ 428
314
(45)
(1)
17
2019
$ 447
278
(11)
(9)
29
$ 1,046
$ 713
$ 734
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J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
OPERATING DATA BY SEGMENT
JBI
Loads
Average length of haul (miles)
Revenue per load
Average tractors during the period(1)
Tractors (end of period)
Trailing equipment (end of period)
Average effective trailing equipment usage
DCS
Loads
Average length of haul (miles)
Revenue per truck per week(2)
Average trucks during the period(3)
Trucks (end of period)
Trailing equipment (end of period)
ICS
Loads
Revenue per load
Gross profit margin
Employee count (end of period)
Approximate number of third-party carriers (end of period)
Marketplace for J.B. Hunt 360° revenue (millions)
FMS
Stops
Average trucks during the period(3)
JBT
Loads
Loaded miles (000)
Nonpaid empty mile percentage
Revenue per tractor per week(2)
Average tractors during the period(1)
Tractors (end of period)
Company-owned
Independent contractor
Total tractors
Trailers (end of period)
Years Ended December 31,
2021
2020
2019
1,984,834
2,019,391
1,979,169
1,684
$ 2,748
5,904
6,194
104,973
98,798
1,690
$ 2,315
5,530
5,663
98,689
90,514
1,679
$ 2,397
5,635
5,559
96,743
86,836
4,020,308
3,676,212
3,353,553
161
$ 4,719
10,628
11,689
28,822
160
$ 4,373
9,743
9,911
27,290
168
$ 4,378
9,471
9,779
27,015
1,326,979
1,265,897
$ 1,912
$ 1,310
1,243,992
$ 1,084
11.8 %
975
136,400
$1,583.8
9.9 %
13.1 %
1,011
100,200
$1,142.2
1,213
84,400
$839.8
6,413,680
5,771,533
4,432,591
1,520
1,405
1,254
445,812
215,940
406,550
171,141
346,459
143,511
19.4 %
18.8 %
18.9 %
$ 4,791
1,899
734
1,501
2,235
11,172
$ 3,978
1,837
798
971
1,769
8,567
$ 3,917
1,958
845
986
1,831
6,975
(1) Includes company-owned and independent contractor tractors
(2) Using weighted workdays
(3) Includes company-owned, independent contractor, and customer-owned trucks
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
115
JBI Segment
JBI segment revenue increased 17% to $5.45 billion in 2021, from $4.68 billion in 2020. This increase in revenue
was primarily a result of an 19% increase in revenue per load, which is the combination of changes in freight mix,
customer rate changes, cost recovery efforts, and fuel surcharge revenue, partially offset by a 2% decrease in
load volume. Eastern network load volumes increased 1% and transcontinental loads decreased 3% compared to
2020. Revenue per load excluding fuel surcharges increased 14% compared to 2020.
Operating income of the JBI segment increased to $603 million in 2021, from $428 million in 2020. Benefits from
increased revenue per load were partially offset by network inefficiencies caused by continued rail and customer
fluidity challenges, higher rail and third-party dray purchased transportation expense, higher driver wages and
recruiting costs, increased non-driver salary, wages, and incentive compensation, and higher equipment costs
when compared to 2020.
DCS Segment
DCS segment revenue increased 17% to $2.58 billion in 2021, from $2.20 billion in 2020. Productivity, defined
as revenue per truck per week, increased 8% compared to 2020. Productivity excluding fuel surcharge revenue
increased 5% from 2020. The increase in productivity was primarily a result of contracted indexed-based price
escalators and less unassigned idle equipment, partially offset by expected lower productivity within start-up
accounts and an increase in open assigned trucks due to the tighter supply of qualified drivers and COVID-related
labor disruptions. Customer retention rates remain above 98%.
Operating income of our DCS segment decreased to $304 million in 2021, from $314 million in 2020. Higher
revenues during the current year were more than offset by increases in driver wage and recruiting costs, increased
non-driver salary, wages, and incentive compensation, increased casualty insurance and claims costs, higher
group medical benefits, and additional costs related to the implementation of new, long-term customer contracts.
ICS Segment
ICS segment revenue increased 53% to $2.54 billion in 2021, from $1.66 billion in 2020. Revenue per load
increased 46% when compared to 2020, primarily due to higher spot and contractual customer rates within the
truckload business and changes in customer freight mix when compared to 2020. Overall volumes increased 5%,
with truckload volumes increasing 13% when compared to 2020. Contractual business was 51% of the total load
volume and 39% of the total revenue in 2021, compared to 60% of the total load volume and 43% of the total
revenue in 2020.
ICS segment had operating income of $46 million in 2021, compared to an operating loss of $45 million in
2020. The increase in operating income was primarily due to increased revenue and higher gross profit margins,
partially offset by higher personnel incentive compensation, and increased technology costs. Gross profit margin
increased to 11.8% in the current year versus 9.9% last year. Approximately $1.58 billion of ICS revenue for 2021
was executed through the Marketplace for J.B. Hunt 360 compared to $1.14 billion in 2020. ICS’s carrier base
increased 36% when compared to 2020.
FMS Segment
FMS segment revenue increased 22% to $842 million in 2021 from $689 million in 2020, primarily due to the
addition of multiple customer contracts implemented during the current year and 2020 including temporary
suspension of operations at several customer sites as a result of the COVID-19 pandemic. Stop count for 2021
increased 11%, while productivity, defined as revenue per stop, increased 10% compared to 2020. The increase
in productivity was primarily due to a shift in the mix of business between asset and asset-light operations and the
implementation of higher rates.
FMS segment had operating income of $28 million in 2021 compared to an operating loss of $1 million in 2020.
The increase in operating income was primarily due to increased revenues, a $5.7 million benefit from the reduction
of a contingent liability, and a $3.2 million benefit from the net settlement of claims. These items were partially offset
by higher implementation costs related to new long-term contractual business, higher third-party contract carrier
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J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
costs, lower volumes with certain customers related to product availability because of supply-chain disruptions,
and higher personnel salary, wages, and incentive compensation.
JBT Segment
JBT segment revenue increased 72% to $796 million in 2021, from $463 million in 2020. Excluding fuel
surcharges, revenue for 2021 increased 70% compared to 2020, primarily due to a 10% increase in load volume
and a 55% increase in revenue excluding fuel surcharge revenue per load compared to 2020. The 2021 growth in
load count was primarily due to the continued expansion of J.B. Hunt 360box which leverages the J.B. Hunt 360
platform to access drop-trailer capacity for customers across our transportation network. At the end of 2021, JBT
operated 2,235 tractors and 11,172 trailers compared to 1,769 and 8,567 at the end of 2020.
JBT segment had operating income of $65 million in 2021 compared with $17 million in 2020. The increase in
operating income was driven primarily by increased load counts and revenue per load during 2021, which were
partially offset by increases in purchased transportation expense, higher costs to attract and retain drivers, higher
non-driver salary, wages, and incentive compensation, and additional costs from further investments in the trailer
network and technology related to the continued expansion of J.B. Hunt 360box.
2020 COMPARED WITH 2019
Consolidated Operating Revenues
Our total consolidated operating revenues increased 5.1% to $9.64 billion in 2020, compared to $9.17 billion
in 2019, primarily due to increased ICS revenue per load, the December 2019 acquisition and new contractual
business onboarded throughout 2020 in FMS, and increased load volumes in JBT and DCS. The increase in
revenue was partially offset by a decrease in JBI revenue per load. Fuel surcharge revenues decreased 27.4% to
$757 million in 2020, compared to $1.04 billion in 2019. If fuel surcharge revenues were excluded from both years,
our 2020 revenue increased 9.3% over 2019.
Consolidated Operating Expenses
Our 2020 consolidated operating expenses increased 5.8% from 2019, while year-over-year revenue increased
5.1%, resulting in a 2020 operating ratio of 92.6% compared to 92.0% in 2019.
Rents and purchased transportation costs increased 9.4% in 2020, primarily due to increased load volume and
third-party rail and truck purchased transportation rates in JBI and ICS and an increase in the use of third-party
truck carriers by FMS and JBT during 2020, partially offset by JBI 2019 rail purchased transportation costs
including a $26.8 million charge resulting from the issuance of an award regarding our arbitration with BNSF.
Salaries, wages and employee benefit costs increased 8.3% in 2020 from 2019. This increase was primarily
related to increases in driver pay and office personnel compensation due to a tighter supply of qualified drivers
and an increase in the number of employees as well as higher cost of employee group medical benefits compared
to 2019. In addition, 2020 included a $12.3 million one-time COVID-19 related bonus paid to employee drivers
and other key field personnel. Depreciation and amortization expense increased 5.7% in 2020, primarily due
to equipment purchases related to new DCS long-term customer contracts and the addition of standard and
specialized trailing equipment within our JBI segment.
Fuel and fuel taxes expense decreased 22.8% in 2020 compared with 2019, due primarily to a decrease in the
price of fuel during 2020.
Operating supplies and expenses were virtually flat in 2020 compared with 2019, driven primarily by higher
operating supplies and building maintenance costs in response to COVID-19, increased toll costs, and higher
equipment maintenance costs, offset by reduced travel and entertainment expenses. General and administrative
expenses decreased 6.2% from 2019, primarily due to decreased professional fees, lower advertising costs, lower
driver hiring expenses and, decreased net loss from the sale or disposal of assets, partially offset by increased
technology spend on the J.B. Hunt 360 platform and legacy system upgrades, higher bad debt expenses, and
increased building rental expenses. Additionally, net losses from sale or disposal of assets were $4.4 million in
2020, compared to net losses of $13.1 million in 2019. Insurance and claims expense decreased 14.5% in 2020,
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
117
primarily due to the absence of a $20 million FMS claim settlement charge and $17.4 million in reserve charges
in 2019 for arbitration related legal fees, cost and interest claimed by BNSF, partially offset by an increase in
insurance premiums in 2020.
Net interest expense for 2020 decreased by 11.0% compared with 2019, due to lower effective interest rates on
our debt. Income tax expense decreased 2.8% in 2020, due primarily to decreased taxable earnings in 2020. Our
effective income tax rate was 24.0% in 2020 and 24.2% in 2019.
JBI Segment
JBI segment revenue decreased 1% to $4.68 billion in 2020, from $4.74 billion in 2019. This decrease in revenue
was primarily a result of a 3% decrease in revenue per load, which is the combination of changes in freight mix,
customer rates, and fuel surcharge revenue, partially offset by a 2% increase in load volume. Eastern network
load volumes decreased 1% and transcontinental loads increased 4% compared to 2019. Average length of
haul increased 1% in 2020 when compared to 2019. Revenue per load excluding fuel surcharges increased
approximately 1% compared to 2019.
Operating income of the JBI segment decreased to $428 million in 2020, from $447 million in 2019. Benefits from
increased load volume in 2020 were more than offset by higher rail purchased transportation costs, COVID-19
related network inefficiencies, higher personnel costs, which included a one-time COVID-19 related bonus paid to
employee drivers and other key field personnel, and higher dray costs resulting from disruptions in rail capacity and
a constricted labor and truck capacity environment. Operating income for JBI in 2019 was impacted by a $26.8
million charge to rail purchase transportation expense resulting from the issuance of a final award regarding our
arbitration with BNSF and a $17.4 million charge to insurance and claims expense, for arbitration related legal fees,
cost and interest claimed by BNSF.
DCS Segment
DCS segment revenue increased 3% to $2.20 billion in 2020, from $2.13 billion in 2019. Productivity, defined as
revenue per truck per week, remained flat when compared to 2019. Productivity excluding fuel surcharge revenue
increased 2% from 2019. The increase in productivity was primarily a result of better utilization of assets between
customer accounts, contracted customer rate increases, and increased customer supply chain fluidity. Customer
retention rates remain above 98%.
Operating income of our DCS segment increased to $314 million in 2020, from $278 million in 2019. The
increase is primarily due to increased fleet productivity, the absence of significant new customer implementation
costs throughout the majority of the year, lower driver related turnover costs, and lower travel and entertainment
expenses. Operating income was partially offset by higher non-driver personnel costs, a one-time COVID-19
related bonus and higher equipment ownership costs when compared to 2019.
ICS Segment
ICS segment revenue increased 23% to $1.66 billion in 2020, from $1.35 billion in 2019. Overall volumes increased
2%, with truckload volumes increasing 15% when compared to 2019. Revenue per load increased 21% when
compared to 2019 primarily due to customer mix changes and higher spot and contractual pricing. Contractual
business was approximately 60% of the total load volume and 43% of the total revenue in the 2020, compared to
65% of the total load volume and 49% of the total revenue in 2019.
ICS segment incurred an operating loss of $45 million in 2020, compared to operating loss of $11 million in
2019. The increase in operating loss was primarily due to lower gross profit margins and increased technology
spending as the Marketplace for J.B. Hunt 360 continues to expand in functionality and capacity. Gross profit
margin decreased to 9.9% in 2020 versus 13.1% last year primarily due to a more competitive pricing environment
and constricted supply dynamics compared to 2019. Approximately $1.14 billion of ICS revenue for 2020 was
executed through the Marketplace for J.B. Hunt 360 compared to $840 million in 2019. ICS’s carrier base
increased 19%.
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J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
FMS Segment
FMS segment revenue increased 22% to $689 million in 2020 from $567 million in 2019, primarily due to two
business acquisitions completed in 2019 and an increase in new customer contracts throughout 2020, partially
offset by the temporary suspension of operations at various customer sites in 2020 as a result of the effects of
the COVID-19 pandemic. Stop count for 2020 increased 30%, and productivity, defined as revenue per stop,
decreased 7% compared to 2019. The reduction in productivity was primarily due to a change in the mix of
service methods to a more asset-light model resulting from the 2019 business acquisitions and a shift in the mix of
services provided during 2020 as customers were affected by COVID-19 within our FMS network.
FMS segment had an operating loss of $1 million in 2020 compared to an operating loss of $9 million in 2019. The
current period operating loss was primarily due to increased costs to expand and improve, through service quality
performance controls, the FMS network, lost revenue resulting from the temporary suspension of operations at
several customer sites in response to COVID-19, higher bad debt expense, higher personnel costs, which included
a one-time COVID-19 related bonus, higher COVID-19 related operating supplies expense an increase in noncash
amortization expense attributable to the 2019 business acquisitions. FMS segment operating loss for 2019
included a $20 million insurance claim settlement charge.
JBT Segment
JBT segment revenue increased 19% to $463 million in 2020, from $389 million in 2019. Excluding fuel surcharges,
revenue for 2020 increased 23% compared to 2019, primarily due to a 17% increase in load volume and a 5%
increase in revenue excluding fuel surcharge revenue per load compared to 2019. The 2020 growth in load count
was partially due to the continued expansion of J.B. Hunt 360box which leverages the J.B. Hunt 360 platform. At the
end of 2020, JBT operated 1,769 tractors and 8,567 trailers compared to 1,831 and 6,975 at the end of 2019.
JBT segment had operating income of $17 million in 2020 compared with $29 million in 2019. The decrease in
operating income was driven primarily by higher purchased transportation expense and higher non-driver personnel
cost and technology modernization expenses for the continued expansion of J.B. Hunt 360box compared to 2019.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities totaled $1.22 billion in 2021, compared to $1.12 billion in 2020, due to
increased earnings, partially offset by the timing of general working capital activities.
Net cash used in investing activities totaled $877 million in 2021, compared with $613 million in 2020. The increase
resulted primarily from an increase in equipment purchases, net of proceeds from the sale of equipment in 2021.
Net cash used in financing activities was $305 million in 2021, compared with $232 million in 2020. This increase
resulted primarily from an increase in treasury stock purchased and dividends paid in 2021.
Our dividend policy is subject to review and revision by the Board of Directors, and payments are dependent upon
our financial condition, liquidity, earnings, capital requirements, and other factors the Board of Directors may deem
relevant. We paid a $0.26 per share quarterly dividend in 2019, a $0.27 per share quarterly dividend in 2020, a
$0.28 per share quarterly dividend in the first quarter of 2021, and a $0.30 per share quarterly dividend in the
last three quarters of 2021. On January 20, 2022, we announced an increase in our quarterly cash dividend from
$0.30 to $0.40 per share, which was paid February 18, 2022, to stockholders of record on February 4, 2022. We
currently intend to continue paying cash dividends on a quarterly basis. However, no assurance can be given that
future dividends will be paid.
Liquidity
Our need for capital has typically resulted from the acquisition of containers and chassis, trucks, tractors and
trailers required to support our growth and the replacement of older equipment as well as periodic business
acquisitions. We are frequently able to accelerate or postpone a portion of equipment replacements or other
capital expenditures depending on market and overall economic conditions. However, we do anticipate that the
current challenges related to timely delivery of ordered equipment will continue due to supply chain challenges
impacting production. In recent years, we have obtained capital through cash generated from operations, revolving
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
119
lines of credit and long-term debt issuances. We have also periodically utilized operating leases to acquire revenue
equipment. For our senior notes maturing in 2022, it is our intent to pay the entire outstanding balances in full,
on or before the maturity dates, using our existing cash balance, senior revolving line of credit or other sources of
long-term financing.
We believe our liquid assets, cash generated from operations, and revolving line of credit will provide sufficient
funds for our operating and capital requirements for the foreseeable future. At December 31, 2021, we had a cash
balance of $356 million and we had no outstanding balance on our revolving line of credit, which authorizes us to
borrow up to $750 million under a senior revolving line of credit, and is supported by a credit agreement with a
group of banks that expires in September 2023. This senior credit facility allows us to request an increase in the
total commitment by up to $250 million and to request a one-year extension of the maturity date. The applicable
interest rate under this agreement is based on either the Prime Rate, the Federal Funds Rate or LIBOR, depending
upon the specific type of borrowing, plus an applicable margin based on our credit rating and other fees.
We continue to evaluate the possible effects of current economic conditions and reasonable and supportable
economic forecasts on operational cash flows, including the risks of declines in the overall freight market and our
customers’ liquidity and ability to pay. We regularly monitor working capital and maintain frequent communication
with our customers, suppliers and service providers. A large portion of our cost structure is variable. Purchased
transportation expense represents more than half of our total costs but is heavily tied to load volumes. Our second
largest cost item is salaries and wages, the largest portion of which is driver pay, which includes a large variable
component.
Our senior notes consist of three separate issuances. The first is $250 million of 3.85% senior notes due March 2024,
which was issued in March 2014. Interest payments under this note are due semiannually in March and September
of each year, beginning September 2014. The second is $350 million of 3.30% senior notes due August 2022,
issued in August 2015. Interest payments under this note are due semiannually in February and August of each year,
beginning February 2016. The third is $700 million of 3.875% senior notes due March 2026, issued in March 2019.
Interest payments under this note are due semiannually in March and September of each year, beginning September
2019. We may redeem for cash some or all of the notes based on a redemption price set forth in the note indenture.
We currently have an interest rate swap agreement which effectively convert our $350 million of 3.30% fixed-rate
senior notes due August 2022 to a variable rate, resulting in an interest rates of 1.51% at December 31, 2021. The
applicable interest rate under this swap agreement is based on LIBOR plus an established margin.
Our financing arrangements require us to maintain certain covenants and financial ratios. At December 31, 2021,
we were well above compliance with all covenants and financial ratios, and we fully intend and expect to emerge
from the current COVID-19 related economic environment with our investment-grade rating intact. In addition, we
do not anticipate the future international transitioning from LIBOR to alternative rates to have a material impact on
our financial statements.
We are currently committed to spend a total of approximately $1.88 billion, net of proceeds from sales or trade-
ins, during 2022 and 2023, which is primarily related to the acquisition of tractors, containers, chassis, and other
trailing equipment.
Off-Balance Sheet Arrangements
We had no off-balance sheet arrangements, other than our net purchase commitments of $1.88 billion, as of
December 31, 2021.
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J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest rate risk can be quantified by measuring the financial impact of a near-term adverse increase in short-term
interest rates on variable-rate debt outstanding. Our total long-term debt consists of both fixed and variable interest
rate facilities. Our senior notes have fixed interest rates ranging from 3.30% to 3.875%. These fixed-rate facilities
reduce the impact of changes to market interest rates on future interest expense. Our senior revolving line of credit
has variable interest rates, which are based on the Prime Rate, the Federal Funds Rate, or LIBOR, depending upon
the specific type of borrowing, plus any applicable margins. We currently have an interest rate swap agreement
which effectively converts our $350 million of 3.30% fixed-rate senior notes due August 2022 to a variable rate. The
applicable interest rate under this swap agreement is based on LIBOR plus an established margin. Our earnings
would be affected by changes in these short-term variable interest rates. At our current level of borrowing, a one-
percentage-point increase in our applicable rate would reduce annual pretax earnings by $3.5 million.
Although we conduct business in foreign countries, international operations are not material to our consolidated
financial position, results of operations, or cash flows. Additionally, foreign currency transaction gains and losses
were not material to our results of operations for the year ended December 31, 2021. Accordingly, we are not currently
subject to material foreign currency exchange rate risks from the effects that exchange rate movements of foreign
currencies would have on our future costs or on future cash flows we would receive from our foreign investment.
To date, we have not entered into any foreign currency forward exchange contracts or other derivative financial
instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.
The price and availability of diesel fuel are subject to fluctuations due to changes in the level of global oil
production, seasonality, weather, and other market factors. Historically, we have been able to recover a majority
of fuel-price increases from our customers in the form of fuel surcharges. We cannot predict the extent to which
volatile fluctuations in fuel prices will continue in the future or the extent to which fuel surcharges could be collected
to offset fuel-price increases. As of December 31, 2021, we had no derivative financial instruments to reduce our
exposure to fuel-price fluctuations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our Consolidated Financial Statements, Notes to Consolidated Financial Statements, and reports thereon of our
independent registered public accounting firm as specified by this Item are presented following Item 15 of this
report and include:
Management’s Report on Internal Control Over Financial Reporting
Reports of Independent Registered Public Accounting Firms
Consolidated Balance Sheets as of December 31, 2021 and 2020
Consolidated Statements of Earnings for years ended December 31, 2021, 2020, and 2019
Consolidated Statements of Stockholders’ Equity for years ended December 31, 2021, 2020, and 2019
Consolidated Statements of Cash Flows for years ended December 31, 2021, 2020, and 2019
Notes to Consolidated Financial Statements
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
121
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain controls and procedures designed to ensure that the information we are required to disclose in
the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized
and reported, within the time periods specified in the Commision’s rules and forms, and that such information is
accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered
by this report, we carried out an evaluation, under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation
of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended). Based upon that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures were effective as of December 31, 2021.
The certifications of our Chief Executive Officer and Chief Financial Officer required under Section 302 of the
Sarbanes-Oxley Act have been filed as Exhibits 31.1 and 31.2 to this report.
Management’s Report on Internal Control Over Financial Reporting
Management’s Report on Internal Control Over Financial Reporting is included herein (following Item 15) and is
incorporated by reference herein.
The effectiveness of internal control over financial reporting as of December 31, 2021, has been audited
by PricewaterhouseCoopers LLP, an independent registered public accounting firm that also audited our
Consolidated Financial Statements. PricewaterhouseCoopers LLP’s report on internal control over financial
reporting is included herein (following Item 15).
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting during the fourth quarter ended
December 31, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS
None.
122
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required for Item 10 is hereby incorporated by reference from the Notice and Proxy Statement for
the Annual Meeting of Stockholders to be held April 28, 2022.
ITEM 11. EXECUTIVE COMPENSATION
The information required for Item 11 is hereby incorporated by reference from the Notice and Proxy Statement for
the Annual Meeting of Stockholders to be held April 28, 2022.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Except as set forth below, the information required for Item 12 is hereby incorporated by reference from the Notice
and Proxy Statement for the Annual Meeting of Stockholders to be held April 28, 2022.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table summarizes, as of December 31, 2021, information about compensation plans under which
equity securities of the Company are authorized for issuance.
Number of Securities
To Be Issued Upon
Exercise of Outstanding
Options, Warrants, and
Rights
Weighted-average
Exercise Price
of Outstanding
Options, Warrants,
and Rights
Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation
Plans (Excluding Securities
Reflected in Column (A))
(A)
(B)
(C)
1,664,242
$ —(2)
4,648,867
Plan Category(1)
Equity compensation
plans approved by
security holders
(1) We have no equity compensation plans that are not approved by security holders.
(2) Currently, only restricted share units remain outstanding under our equity compensation plan. Upon vesting, restricted share units are
settled with shares of our common stock on a one-for-one basis and, accordingly, do not include an exercise price.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required for Item 13 is hereby incorporated by reference from the Notice and Proxy Statement for
the Annual Meeting of Stockholders to be held April 28, 2022.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required for Item 14 is hereby incorporated by reference from the Notice and Proxy Statement for
the Annual Meeting of Stockholders to be held April 28, 2022.
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
123
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(A) Financial Statements, Financial Statement Schedules and Exhibits:
(1) Financial Statements
The financial statements included in Item 8 above are filed as part of this annual report.
(2) Financial Statement Schedules
Schedule II – Valuation and Qualifying Accounts (in millions)
Allowance for Doubtful Accounts
and Other Receivables for the
Years Ended:
Balance at
Beginning of
Year
Charged to
Expense
Write-Offs, Net of
Recoveries
Balance at
End of Year
December 31, 2019
$ 23.9
$ 2.8
$ (13.4)
$ 13.3
December 31, 2020
December 31, 2021
13.3
18.4
5.6
2.6
(0.5)
(4.2)
18.4
16.8
The above schedule reports allowances related to trade accounts receivable and other receivables.
All other schedules have been omitted either because they are not applicable or because the required
information is included in our Consolidated Financial Statements or the notes thereto.
(3) Exhibits
124
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
Exhibit
Number Description
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
10.1
10.2
10.3
10.4
10.5
10.6
16.1
21.1
22.1
23.1
23.2
24.1
31.1
31.2
32.1
Amended and Restated Articles of Incorporation of J.B. Hunt Transport Services, Inc. dated May 19, 1988
(incorporated by reference from Exhibit 3.1 of the Company’s quarterly report on Form 10-Q for the period ended
March 31, 2005, filed April 29, 2005)
Second Amended and Restated Bylaws of J.B. Hunt Transport Services, Inc. dated October 21, 2021 (incorporated by
reference from Exhibit 3.1 of the Company’s current report on Form 8-K, filed October 27, 2021)
Description of Capital Stock of J.B. Hunt Transport Services, Inc.
Indenture (incorporated by reference from Exhibit 4.1 of the Company’s registration statement on Form S-3ASR (File
No. 333-169365), filed September 14, 2010)
Third Supplemental Indenture (incorporated by reference from Exhibit 4.4 of the Company’s current report on Form
8-K, filed March 6, 2014)
Fourth Supplemental Indenture (incorporated by reference from Exhibit 4.3 of the Company’s current report on Form
8-K, filed August 6, 2015)
Base Indenture, dated as of March 1, 2019 (incorporated by reference from Exhibit 4.1 of the Company’s current report
on Form 8-K, filed March 1, 2019)
First Supplemental Indenture, dated as of March 1, 2019 (incorporated by reference from Exhibit 4.2 of the Company’s
current report on Form 8-K, filed March 1, 2019)
Third Amended and Restated Management Incentive Plan (incorporated by reference from Appendix A of the
Company’s definitive proxy statement on Schedule 14A, filed March 9, 2017)
Amendment to J.B. Hunt Transport Services, Inc. Third Amended and Restated Management Incentive Plan
(incorporated by reference from Exhibit 10.2 of the Company’s current report on Form 8-K, filed April 22, 2019)
Summary of Compensation Arrangements with Named Executive Officers for 2021 (incorporated by reference from
Exhibit 99.1 of the Company’s current report on Form 8-K, filed January 25, 2021)
Summary of Compensation Arrangements with Named Executive Officers for 2022 (incorporated by reference from
Exhibit 99.1 of the Company’s current report on Form 8-K, filed January 24, 2022)
Credit Agreement and related documents (incorporated by reference from Exhibit 10.1 of the Company’s current report
on Form 8-K, filed September 28, 2018)
First Amendment to Credit Agreement, dated as of March 1, 2019 (incorporated by reference from Exhibit 10.2 of the
Company’s current report on Form 8-K, filed March 1, 2019)
Letter of Ernst & Young LLP, dated June 28, 2021 (incorporated by reference from Exhibit 16.1 of the Company’s
current report on Form 8-K, filed June 28, 2021)
Subsidiaries of J.B. Hunt Transport Services, Inc.
List of Guarantor Subsidiaries of J.B. Hunt Transport Services, Inc.
Consent of PricewaterhouseCoopers LLC
Consent of Ernst & Young LLP
Powers of Attorney of Members of J.B. Hunt Transport Services, Inc. Board of Directors
Rule 13a-14(a)/15d-14(a) Certification
Rule 13a-14(a)/15d-14(a) Certification
Section 1350 Certification
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
125
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, in the City of
Lowell, Arkansas, on the 25th day of February 2022.
J.B. HUNT TRANSPORT SERVICES, INC.
(Registrant)
By:
/s/ John N. Roberts, III
John N. Roberts, III
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on the 25th day of February 2022, on behalf of the registrant and in the capacities indicated.
/s/ John N. Roberts, III
John N. Roberts, III
/s/ John Kuhlow
John Kuhlow
*
Kirk Thompson
*
James L. Robo
*
Douglas G. Duncan
President and Chief Executive Officer, Member
of the Board of Directors
(Principal Executive Officer)
Chief Financial Officer,
Executive Vice President
(Principal Financial and Accounting Officer)
Chairman of the Board of Directors
Member of the Board of Directors
(Independent Lead Director)
Member of the Board of Directors
*
Member of the Board of Directors
Francesca M. Edwardson
*
Wayne Garrison
*
Sharilyn S. Gasaway
*
Gary C. George
*
John B. Hill, III
*
J. Bryan Hunt, Jr.
*
Gale V. King
Member of the Board of Directors
Member of the Board of Directors
Member of the Board of Directors
Member of the Board of Directors
Member of the Board of Directors
Member of the Board of Directors
* By /s/ John N. Roberts, III
John N. Roberts, III
As Attorney-in-Fact Pursuant to Powers of Attorney filed herewith
126
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
INDEX TO CONSOLIDATED FINANCIAL INFORMATION
Management’s Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 238)
Report of Prior Independent Registered Public Accounting Firm (PCAOB ID Number 42)
Consolidated Balance Sheets as of December 31, 2021 and 2020
Consolidated Statements of Earnings for years ended December 31, 2021, 2020, and 2019
Page
128
129
131
132
133
Consolidated Statements of Stockholders’ Equity for years ended December 31, 2021, 2020, and 2019
134
Consolidated Statements of Cash Flows for years ended December 31, 2021, 2020, and 2019
Notes to Consolidated Financial Statements
135
136
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
127
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
We are responsible for establishing and maintaining adequate internal control over financial reporting, as defined in
Rule 13a-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed
by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, or persons performing
similar functions, and effected by the Company’s Board of Directors, management and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles. Because of its inherent
limitation, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We
assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. In making
this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control – Integrated Framework (2013 Framework). Based on our assessment, our
management has concluded that as of December 31, 2021, our internal control over financial reporting is effective
based on those criteria.
The effectiveness of our internal control over financial reporting as of December 31, 2021, has been audited
by PricewaterhouseCoopers LLP, an independent registered public accounting firm that also audited our
Consolidated Financial Statements. PricewaterhouseCoopers LLP’s report on internal control over financial
reporting is included herein.
/s/ John N. Roberts, III
John N. Roberts, III
President and Chief Executive Officer
(Principal Executive Officer)
/s/ John Kuhlow
John Kuhlow
Chief Financial Officer,
Executive Vice President
(Principal Financial and Accounting Officer)
128
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of J.B. Hunt Transport Services, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheet of J.B. Hunt Transport Services, Inc. and its
subsidiaries (the “Company”) as of December 31, 2021 and the related consolidated statements of earnings, of
stockholders’ equity and of cash flows for the year ended December 31, 2021, including the related notes and
schedule of valuation and qualifying accounts for the year ended December 31, 2021 appearing under Item 15(A)
(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal
control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows
for the year ended December 31, 2021 in conformity with accounting principles generally accepted in the United
States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated
Framework (2013) issued by the COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective
internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our
responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the
Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are
free of material misstatement, whether due to error or fraud, and whether effective internal control over financial
reporting was maintained in all material respects.
Our audit of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of
the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our
audit also included performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
129
made only in accordance with authorizations of management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of
the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that
(i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved
our especially challenging, subjective, or complex judgments. The communication of critical audit matters does
not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Personal injury and property damage claims accruals
As described in Note 2 to the consolidated financial statements, the Company is substantially self-insured for
loss of and damage to owned and leased revenue equipment. As of December 31, 2021, the Company’s claims
accrual balance for self-insured claims was $287 million, of which a significant portion of claims related to personal
injury and property damage. The Company recognizes a liability at the time of the incident based on an analysis of
the nature and severity of the claims and analyses provided by third-party claims administrators, as well as legal,
economic, and regulatory factors. Management uses an actuarial method to develop current claim information
to derive an estimate of the ultimate personal injury and property damage claim liability, which involves the use of
expected loss rates and loss-development factors based on historical claims experience.
The principal considerations for our determination that performing procedures relating to the personal injury and
property damage claims accrual is a critical audit matter are (i) the significant judgment by management when
developing the claims accrual estimate; (ii) a high degree of auditor judgment, subjectivity and effort in performing
procedures and evaluating management’s significant assumptions related to the expected loss rates and loss-
development factors based on historical claims experience and (iii) the audit effort involved the use of professionals
with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming
our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness
of controls relating to management’s personal injury and property damage claims accrual process, including
controls over the development of expected loss rates and loss-development factors based on historical claims
experience. These procedures also included, among others, (i) testing management’s process for developing the
claims accrual estimate; (ii) evaluating the appropriateness of the actuarial method; (iii) testing the completeness
and accuracy of underlying data used in the personal injury and property damage claims accrual estimate; and
(iv) evaluating the reasonableness of management’s significant assumptions related to the expected loss rates
and loss- development factors based on historical claims experience used in the calculation of the estimate.
Professionals with specialized skill and knowledge were used to assist in the evaluation of (i) the Company’s claims
accrual process and (ii) the expected loss rate and loss-development factors used in developing the estimate.
/s/ PricewaterhouseCoopers LLP
Fayetteville, Arkansas
February 25, 2022
We have served as the Company’s auditor since 2021.
130
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of J.B. Hunt Transport Services, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of J.B. Hunt Transport Services, Inc. (the
Company) as of December 31, 2020, the related consolidated statements of earnings, stockholders’ equity and
cash flows for each of the two years in the period ended December 31, 2020, and the related notes to the financial
statements (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company at December 31,
2020, and the results of its operations and its cash flows for each of the two years in the period ended December
31, 2020, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered
with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We served as the Company’s auditor from 2005 to 2021.
Rogers, Arkansas
February 22, 2021
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
131
J.B. HUNT TRANSPORT SERVICES, INC.
Consolidated Balance Sheets
December 31, 2021 and 2020
(in thousands, except share data)
Assets
Current assets:
Cash and cash equivalents
Trade accounts receivable, net
Other receivables
Inventories
Prepaid expenses and other current assets
Total current assets
Property and equipment, at cost:
Revenue and service equipment
Land
Structures and improvements
Software, office equipment and furniture
Total property and equipment
Less accumulated depreciation
Net property and equipment
Goodwill
Other intangible assets, net
Other assets
Total assets
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt
Trade accounts payable
Claims accruals
Accrued payroll and payroll taxes
Other accrued expenses
Total current liabilities
Long-term debt
Other long-term liabilities
Deferred income taxes
Total liabilities
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $100 par value. 10 million shares authorized;
none outstanding
Common stock, $.01 par value. 1 billion shares authorized;
(167,099,432 shares issued at December 31, 2021 and 2020,
of which 105,093,706 and 105,653,644 shares were outstanding
at December 31, 2021 and 2020, respectively)
Additional paid-in capital
Retained earnings
Treasury stock, at cost (62,005,726 shares at December 31, 2021,
and 61,445,788 shares at December 31, 2020)
Total stockholders’ equity
Total liabilities and stockholders’ equity
See Notes to Consolidated Financial Statements.
$
$
$
2021
2020
$
355,549
1,506,619
216,615
25,032
209,554
2,313,369
5,667,131
67,540
318,222
627,423
6,680,316
2,612,661
4,067,655
100,521
90,572
222,231
313,302
1,124,403
185,849
23,804
194,759
1,842,117
4,991,662
62,145
307,869
547,034
5,908,710
2,219,816
3,688,894
105,367
106,755
185,215
6,794,348
$
5,928,348
$
355,972
772,736
307,210
190,950
102,732
1,729,600
945,257
256,233
745,442
3,676,532
—
587,510
276,056
130,943
90,294
1,084,803
1,305,424
245,961
692,022
3,328,210
—
—
1,671
1,671
448,217
5,621,103
408,244
4,984,739
(2,953,175)
(2,794,516)
3,117,816
2,600,138
$
6,794,348
$
5,928,348
132
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
J.B. HUNT TRANSPORT SERVICES, INC.
Consolidated Statements of Earnings
Years Ended December 31, 2021, 2020 and 2019
(in thousands, except per share amounts)
Operating revenues, excluding fuel surcharge revenues
$ 10,915,442
$
8,879,653
$
8,122,600
2021
2020
2019
Fuel surcharge revenues
Total operating revenues
Operating expenses:
1,252,860
756,920
1,042,658
12,168,302
9,636,573
9,165,258
Rents and purchased transportation
6,449,068
4,954,123
4,528,812
Salaries, wages and employee benefits
2,761,680
2,347,716
2,167,851
Depreciation and amortization
557,093
527,375
499,145
Fuel and fuel taxes
530,642
357,483
463,195
Operating supplies and expenses
369,294
334,350
333,113
General and administrative expenses, net of asset
dispositions
Insurance and claims
Operating taxes and licenses
Communication and utilities
195,616
180,083
191,933
165,052
134,482
157,251
59,462
34,865
54,331
33,511
55,336
34,797
Total operating expenses
11,122,772
8,923,454
8,431,433
Operating income
Interest income
Interest expense
1,045,530
713,119
733,825
493
486
46,251
47,580
1,754
54,684
Earnings before income taxes
999,772
666,025
680,895
Income taxes
Net earnings
Weighted average basic shares outstanding
Basic earnings per share
Weighted average diluted shares outstanding
Diluted earnings per share
See Notes to Consolidated Financial Statements.
238,966
159,990
164,575
760,806
$
506,035
$
516,320
105,359
105,700
107,329
7.22
$
4.79
$
4.81
106,593
106,766
108,307
7.14
$
4.74
$
4.77
$
$
$
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
133
J.B. HUNT TRANSPORT SERVICES, INC.
Consolidated Statements of Stockholders’ Equity
Years Ended December 31, 2021, 2020 and 2019
(in thousands, except per share amounts)
Balances at December 31, 2018
$
1,671 $
340,457 $ 4,188,435 $ $ (2,429,179) $
2,101,384
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Treasury
Stock
Stockholders’
Equity
Comprehensive income:
Net earnings
Cash dividend declared and paid
($1.04 per share)
Purchase of treasury shares
Share-based compensation
—
—
—
—
Restricted share issuances, net of stock
repurchased for payroll taxes and other
—
(19,732)
—
516,320
—
(111,817)
—
—
516,320
(111,817)
—
53,324
—
—
—
(275,657)
(275,657)
—
53,324
3,207
(16,525)
Balances at December 31, 2019
$
1,671 $
374,049 $ 4,592,938 $ $ (2,701,629) $
2,267,029
Comprehensive income:
Net earnings
Cash dividend declared and paid
($1.08 per share)
Purchase of treasury shares
Share-based compensation
—
—
—
—
Restricted share issuances, net of stock
repurchased for payroll taxes and other
—
(26,503)
—
506,035
—
(114,234)
—
—
506,035
(114,234)
—
60,698
—
—
—
(92,548)
(92,548)
—
60,698
(339)
(26,842)
Balances at December 31, 2020
$
1,671 $
408,244 $ 4,984,739 $ $ (2,794,516) $
2,600,138
Comprehensive income:
Net earnings
Cash dividend declared and paid
($1.18 per share)
Purchase of treasury shares
Share-based compensation
—
—
—
—
Restricted share issuances, net of stock
repurchased for payroll taxes and other
—
(21,532)
—
760,806
—
(124,442)
—
—
760,806
(124,442)
—
61,505
—
—
—
(151,720)
(151,720)
—
61,505
(6,939)
(28,471)
Balances at December 31, 2021
$
1,671 $
448,217 $ 5,621,103 $ $ (2,953,175) $
3,117,816
See Notes to Consolidated Financial Statements.
134
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
J.B. HUNT TRANSPORT SERVICES, INC.
Consolidated Statements of Cash Flows
Years Ended December 31, 2021, 2020 and 2019
(in thousands)
Cash flows from operating activities:
Net earnings
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation and amortization
Noncash lease expense
Share-based compensation
Loss on sale of revenue equipment and other
Deferred income taxes
Changes in operating assets and liabilities:
Trade accounts receivable
Income taxes receivable or payable
Other current assets
Trade accounts payable
Claims accruals
Accrued payroll and other accrued expenses
2021
2020
2019
$
760,806
$
506,035
$
516,320
557,093
527,375
499,145
55,137
61,505
5,540
53,420
45,985
60,698
4,389
(7,056)
(382,216)
(109,758)
(30,633)
(15,252)
140,295
35,051
(16,848)
57,851
(18,038)
(5,482)
(9,072)
69,932
39,517
53,324
13,057
55,617
50,310
41,447
(4,975)
(85,327)
(20,727)
(59,361)
Net cash provided by operating activities
1,223,898
1,122,859
1,098,347
Cash flows from investing activities:
Additions to property and equipment
Proceeds from sale of equipment
Business acquisition
Change in other assets
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from long-term debt
Payments on long-term debt
Proceeds from revolving lines of credit and other
Payments on revolving lines of credit and other
Purchase of treasury stock
Stock repurchased for payroll taxes and other
Dividends paid
Net cash used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest
Income taxes
Noncash investing activities
Accruals for equipment received
See Notes to Consolidated Financial Statements.
(947,563)
70,545
—
—
(738,545)
137,776
(12,136)
(52)
(854,115)
165,918
(115,654)
(111)
(877,018)
(612,957)
(803,962)
—
—
—
—
(151,720)
(28,471)
(124,442)
(304,633)
42,247
313,302
—
—
222,124
(220,100)
(92,548)
(26,842)
(114,234)
(231,600)
278,302
35,000
355,549
$
313,302
$
700,000
(250,000)
1,591,014
(1,904,000)
(275,657)
(16,525)
(111,817)
(266,985)
27,400
7,600
35,000
47,016
203,740
60,464
$
$
$
48,351
95,454
12,533
$
$
$
46,721
71,681
25,505
$
$
$
$
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
135
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Business
J.B. Hunt Transport Services, Inc. is one of the largest surface transportation and delivery service companies in
North America. We operate five distinct, but complementary, business segments and provide a wide range of
general and specifically tailored freight and logistics services to our customers. We generate revenues from the
actual movement of freight from shippers to consignees, customized labor and delivery services, and serving
as a logistics provider by offering or arranging for others to provide the transportation service. Unless otherwise
indicated by the context, “we,” “us,” “our” and “JBHT” refer to J.B. Hunt Transport Services, Inc. and its
consolidated subsidiaries.
2. Summary of Significant Accounting Policies
Basis of Consolidation
Our Consolidated Financial Statements include all of our wholly owned subsidiaries. Intercompany balances and
transactions have been eliminated in consolidation. J.B. Hunt Transport Services, Inc. is a parent-level holding
company with no significant assets or operations. J.B. Hunt Transport, Inc. is a wholly owned subsidiary of J.B.
Hunt Transport Services, Inc. and is the primary operating subsidiary. All other subsidiaries of J.B. Hunt Transport
Services, Inc. are insignificant.
Use of Estimates
The Consolidated Financial Statements contained in this report have been prepared in conformity with accounting
principles generally accepted in the United States of America. The preparation of these statements requires us to
make estimates and assumptions that directly affect the amounts reported in such statements and accompanying
notes. We evaluate these estimates on an ongoing basis utilizing historical experience, consulting with experts and
using other methods we consider reasonable in the particular circumstances. Nevertheless, our actual results may
differ significantly from our estimates.
We believe certain accounting policies and estimates are of more significance in our financial statement preparation
process than others. We believe the most critical accounting policies and estimates include the economic useful
lives and salvage values of our assets, provisions for uncollectible accounts receivable, estimates of exposures
under our insurance and claims policies, and estimates for taxes. To the extent that actual, final outcomes are
different from our estimates, or that additional facts and circumstances cause us to revise our estimates, our
earnings during that accounting period will be affected.
The novel coronavirus (COVID-19) pandemic has created and may continue to create significant uncertainty in
macro-economic conditions, which may cause a global economic recession, business slowdowns or shutdowns,
depressed demand for our transportation and logistics businesses, and adversely impact our results of operations.
We expect uncertainties around our key accounting estimates to continue to evolve depending on the duration and
degree of impact associated with the COVID-19 pandemic. Our estimates may change, as new events occur and
additional information is obtained, which are recognized or disclosed in our Consolidated Financial Statements as
soon as they become known and may have a material impact on our financial statements.
Cash and Cash Equivalents
Cash in excess of current operating requirements is invested in short-term, highly liquid investments. We consider
all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.
136
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
Accounts Receivable and Allowance
Our trade accounts receivable includes accounts receivable reduced by an allowance for uncollectible accounts.
Receivables are recorded at amounts billed to customers when loads are delivered or services are performed.
The allowance for uncollectible accounts is calculated over the life of the underlying receivable and is based on
historical experience; any known trends or uncertainties related to customer billing and account collectability;
current economic conditions; and reasonable and supportable economic forecasts, each applied to segregated
risk pools based on the business segment that generated the receivable. The adequacy of our allowance is
reviewed quarterly. Balances are charged against the allowance when it is determined the receivable will not
be recovered. The allowance for uncollectible accounts for our trade accounts receivable was $16.8 million
at December 31, 2021 and $18.4 million at December 31, 2020. During 2021, the allowance for uncollectible
accounts increased by $2.6 million and was reduced $4.2 million by write-offs. During 2020, the allowance for
uncollectible accounts increased by $5.6 million and was reduced $0.5 million by write-offs.
Inventory
Our inventories consist primarily of revenue equipment parts, tires, supplies, and fuel and are valued using the
lower of average cost or net realizable value.
Investments in Marketable Equity Securities
Our investments consist of marketable equity securities stated at fair value and are designated as either trading
securities or available-for-sale securities at the time of purchase based upon the intended holding period. Changes
in the fair value of our trading securities are recognized currently in “general and administrative expenses, net of
asset dispositions” in our Consolidated Statements of Earnings. Changes in the fair value of our available-for-sale
securities are recognized in “accumulated other comprehensive income” on our Consolidated Balance Sheets,
unless we determine that an unrealized loss is other-than-temporary. If we determine that an unrealized loss is
other-than-temporary, we recognize the loss in earnings. Cost basis is determined using average cost.
At December 31, 2021 and 2020, we had no available-for-sale securities. See Note 8, Employee Benefit Plans, for
a discussion of our trading securities.
Property and Equipment
Depreciation of property and equipment is calculated on the straight-line method over the estimated useful lives of
4 to 10 years for tractors, 7 to 20 years for trailing equipment, 10 to 40 years for structures and improvements, 3
to 7 years for computer hardware and software, and 3 to 10 years for furniture and other office equipment. Salvage
values are typically 10% to 30% of original cost for tractors and trailing equipment and reflect any agreements with
tractor suppliers for residual or trade-in values for certain new equipment. We periodically review these useful lives
and salvage values. We capitalize tires placed in service on new revenue equipment as a part of the equipment
cost. Replacement tires and costs for recapping tires are expensed at the time the tires are placed in service.
Gains and losses on the sale or other disposition of equipment are recognized at the time of the disposition and
are classified in general and administrative expenses, net of asset dispositions in the Consolidated Statements of
Earnings.
We continually evaluate the carrying value of our assets for events or changes in circumstances that indicate the
carrying value may not be recoverable. Recoverability of assets to be held and used is measured by comparing
the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets
are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the
carrying amount or fair value less cost to sell.
Leases
We recognize a right-of-use asset and a lease liability on the effective date of a lease agreement. Right-of-
use assets represent our right to use an underlying asset over the lease term and lease liabilities represent the
obligation to make lease payments resulting from the lease agreement. We initially record these assets and
liabilities based on the present value of lease payments over the lease term calculated using our incremental
borrowing rate applicable to the leased asset or the implicit rate within the agreement if it is readily determinable.
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
137
Lease agreements with lease and non-lease components are combined as a single lease component. Right-of-use
assets additionally include net prepaid lease expenses. Options to extend or terminate an agreement are included
in the lease term when it becomes reasonably certain the option will be exercised. Leases with an initial term of 12
months or less, short-term leases, are not recorded on the balance sheet. Lease expense for short-term and long-
term operating leases is recognized on a straight-line basis over the lease term, while variable lease payments are
expensed as incurred.
Revenue Recognition
We record revenues on the gross basis at amounts charged to our customers because we control and are
primarily responsible for the fulfillment of promised services. Accordingly, we serve as a principal in the transaction.
We invoice our customers, and we maintain discretion over pricing. Additionally, we are responsible for selection of
third-party transportation providers to the extent used to satisfy customer freight requirements.
Our revenue is earned through the service offerings of our five reportable business segments. See Note 14,
Segment Information, for revenue reported by segment. All revenue transactions between reporting segments are
eliminated in consolidation.
Intermodal (JBI) - JBI segment includes freight that is transported by rail over at least some portion of the
movement and also includes certain repositioning truck freight moved by JBI equipment or third-party carriers,
when such highway movement is intended to direct JBI equipment back toward intermodal operations. JBI
performs these services primarily through contractual rate quotes with customers that are held static for a period
of time, usually one year.
Dedicated Contract Services® (DCS®) - DCS segment business includes company-owned and customer-
owned, DCS-operated revenue equipment and employee drivers assigned to a specific customer, traffic lane, or
service. DCS operations usually include formal, written longer-term agreements or contracts that govern services
performed and applicable rates.
Integrated Capacity Solutions (ICS) - ICS provides non-asset and asset-light transportation solutions to
customers through relationships with third-party carriers and integration with company-owned equipment. ICS
services include flatbed, refrigerated, and less-than-truckload (LTL), as well as a variety of dry-van and intermodal
solutions. ICS performs these services through customer contractual rate quotes as well as spot quotes that
are one-time rate quotes issued for a single transaction or group of transactions. ICS offers the majority of these
services through an online multimodal marketplace via J.B. Hunt 360°® that matches the right load with the right
carrier and the best mode.
Final Mile Services® (FMS) - FMS provides final-mile delivery services to customers through a nationwide network
of cross-dock and other delivery system network locations. FMS provides both asset and non-asset big and bulky
delivery and installation services, as well as fulfillment and retail-pooling distributions services. FMS operations
usually include formal, written agreements or contracts that govern services performed and applicable rates.
Truckload (JBT) - JBT business includes full-load, dry-van freight that is typically transported utilizing company-
owned or company-controlled revenue equipment as well as services through our J.B. Hunt 360box® program
which utilizes our J.B. Hunt 360 platform to access capacity and offer efficient drop trailer solutions to our
customers. This freight is typically transported over roads and highways and does not move by rail. JBT utilizes
both contractual rate quotes and spot rate quotes with customers.
We recognize revenue from customer contracts based on relative transit time in each reporting period and as other
performance obligations are provided, with related expenses recognized as incurred. Accordingly, a portion of the
total revenue that will be billed to the customer is recognized in each reporting period based on the percentage of
the freight pickup and delivery performance obligation that has been completed at the end of the reporting period.
138
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
Derivative Instruments
We periodically utilize derivative instruments to manage exposure to changes in interest rates. At inception of
a derivative contract, we document relationships between derivative instruments and hedged items, as well as
our risk-management objective and strategy for undertaking various derivative transactions, and assess hedge
effectiveness. If it is determined that a derivative is not highly effective as a hedge, or if a derivative ceases to be a
highly effective hedge, we discontinue hedge accounting prospectively.
Income Taxes
Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment
date. We record valuation allowances for deferred tax assets to the extent we believe these assets are not more
likely than not to be realized through the reversal of existing taxable temporary differences, projected future taxable
income, or tax-planning strategies. We record a liability for unrecognized tax benefits when the benefits of tax
positions taken on a tax return are not more likely than not to be sustained upon audit. Interest and penalties
related to uncertain tax positions are classified as interest expense in the Consolidated Statements of Earnings.
Earnings Per Share
We compute basic earnings per share by dividing net earnings available to common stockholders by the actual
weighted average number of common shares outstanding for the reporting period. Diluted earnings per share
reflect the potential dilution that could occur if holders of unvested restricted and performance share units
converted their holdings into common stock. Outstanding unvested restricted share units represent the dilutive
effects on weighted average shares. A reconciliation of the number of shares used in computing basic and diluted
earnings per share is shown below (in thousands):
Years ended December 31,
2021
2020
2019
Weighted average shares outstanding – basic
105,359
105,700
107,329
Effect of common stock equivalents
1,234
1,066
978
Weighted average shares outstanding – diluted
106,593
106,766
108,307
Concentrations of Credit Risk
Financial instruments, which potentially subject us to concentrations of credit risk, include trade receivables.
For each of the years ended December 31, 2021, 2020, and 2019, our top 10 customers, based on revenue,
accounted for approximately 39%, 37%, and 32% of our total revenue. Our top 10 customers, based on revenue,
accounted for approximately 39% and 37% of our total trade accounts receivable at December 31, 2021 and
2020, respectively. One customer accounted for approximately 12%, 10%, and 8% of our total revenue for the
years ended December 31, 2021, 2020, and 2019, respectively. Each of our five business segments conduct
business with this customer.
Share-based Compensation
We have a share-based compensation plan covering certain employees, including officers and directors. We
account for share-based compensation utilizing the fair value recognition provisions of current accounting
standards for share-based payments. We currently utilize restricted share units and performance share units.
Issuances of our stock upon restricted share unit and performance share unit vesting are made from treasury
stock. Our restricted share unit and performance share unit awards may include both graded-vesting and cliff-
vesting awards and therefore vest in increments during the requisite service period or at the end of the requisite
service period, as appropriate for each type of vesting. We recognize compensation expense on a straight-line
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
139
basis over the requisite service periods within each award. The benefit for the forfeiture of an award is recorded in
the period in which it occurs.
Claims Accruals
We purchase insurance coverage for a portion of expenses related to employee injuries, vehicular collisions,
accidents, and cargo damage. We are substantially self-insured for loss of and damage to our owned and leased
revenue equipment. Certain insurance arrangements include a level of self-insurance (deductible) coverage
applicable to each claim. We have umbrella policies to limit our exposure to catastrophic claim costs.
The amounts of self-insurance change from time to time based on measurement dates, policy expiration dates,
and claim type. For 2019 through 2021, we were self-insured for $500,000 per occurrence for personal injury and
property damage and fully insured for workers’ compensation claims for nearly all states. We have policies in place
for 2022 with substantially the same terms as our 2021 policies for personal injury, property damage, workers’
compensation, and cargo loss or damage.
Our claims accrual policy for all self-insured claims is to recognize a liability at the time of the incident based on
our analysis of the nature and severity of the claims and analyses provided by third-party claims administrators, as
well as legal, economic, and regulatory factors. Our safety and claims personnel work directly with representatives
from the insurance companies to continually update the estimated cost of each claim. The ultimate cost of a claim
develops over time as additional information regarding the nature, timing, and extent of damages claimed becomes
available. Accordingly, we use an actuarial method to develop current claim information to derive an estimate of our
ultimate personal injury and property damage claim liability. This process involves the use of expected loss rates,
loss-development factors based on our historical claims experience, and contractual premium adjustment factors,
if applicable. In doing so, the recorded liability considers future claims growth and provides a reserve for incurred-
but-not-reported claims. We do not discount our estimated losses. At December 31, 2021 and 2020, we had an
accrual of approximately $287 million and $257 million, respectively, for estimated claims, which are recorded in
claims accruals in our Consolidated Balance Sheets. In addition, we record receivables for amounts expected to be
reimbursed for payments made in excess of self-insurance levels on covered claims. At December 31, 2021 and
2020, we have recorded $311 million and $304 million, respectively, of expected reimbursement for covered excess
claims, other insurance deposits, and prepaid insurance premiums. Of these total asset balances, $171 million and
$167 million have been included in other receivables, with the remaining balance included in prepaid expenses and
other current assets in our Consolidated Balance Sheets at December 31, 2021 and 2020, respectively.
Business Combinations
The purchase price of our acquisitions is the aggregate of the consideration transferred, including liabilities
incurred, measured at the acquisition date. We allocate the purchase price of acquisitions to tangible and
intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. This
assignment of fair values to the assets acquired and liabilities assumed requires the use of estimates, judgments,
inputs, and assumptions. The excess of the purchase price over those estimated fair values is recorded as
goodwill. Changes to the acquisition date provisional fair values prior to the end of the measurement period are
recorded as adjustments to the associated goodwill. Acquisition-related expenses and restructuring costs, if any,
are expensed as incurred.
Goodwill and Other Intangible Assets
Goodwill represents the excess of cost over the fair value of net identifiable tangible and intangible assets acquired
in a business combination. Goodwill and intangible assets with indefinite lives are not amortized. Goodwill is
reviewed, using a weighted market and income based approach, for potential impairment as of October 1st on an
annual basis or, more frequently, if circumstances indicate a potential impairment is present. Intangible assets with
finite lives are amortized on the straight-line method over the estimated useful lives of 2 to 15 years.
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J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
3. Financing Arrangements
Outstanding borrowings, net of unamortized discount, unamortized debt issuance cost, and fair value swap, under
our current financing arrangements consist of the following (in millions):
Senior notes
Less current portion of long-term debt
Total long-term debt
December 31,
2021
2020
$ 1,301.2
$ 1,305.4
(356.0)
—
$ 945.2
$ 1,305.4
Aggregate maturities of long-term debt subsequent to December 31, 2021, are as follows: $356.0 million in 2022,
$249.3 million in 2024, and $695.9 million in 2026.
Senior Revolving Line of Credit
At December 31, 2021, we were authorized to borrow up to $750 million under a senior revolving line of credit, which
is supported by a credit agreement with a group of banks and expires in September 2023. This senior credit facility
allows us to request an increase in the total commitment by up to $250 million and to request a one-year extension
of the maturity date. The applicable interest rate under this agreement is based on either the Prime Rate, the Federal
Funds Rate or LIBOR, depending upon the specific type of borrowing, plus an applicable margin based on our credit
rating and other fees. At December 31, 2021, we had no outstanding borrowings under this agreement.
Senior Notes
Our senior notes consist of three separate issuances. The first is $250 million of 3.85% senior notes due March
2024, which was issued in March 2014. Interest payments under this note are due semiannually in March and
September of each year, beginning September 2014. The second is $350 million of 3.30% senior notes due
August 2022, issued in August 2015. Interest payments under this note are due semiannually in February and
August of each year, beginning February 2016. The third is $700 million of 3.875% senior notes due March 2026,
issued in March 2019. Interest payments under this note are due semiannually in March and September of each
year, beginning September 2019. All three senior notes were issued by J.B. Hunt Transport Services, Inc., a
parent-level holding company with no significant assets or operations. The notes are guaranteed on a full and
unconditional basis by a wholly-owned subsidiary. All other subsidiaries of the parent are inconsequential. We
registered these offerings and the sale of the notes under the Securities Act of 1933, pursuant to shelf registration
statements filed in February 2014 and January 2019. All notes are unsecured obligations and rank equally with
our existing and future senior unsecured debt. We may redeem for cash some or all of the notes based on a
redemption price set forth in the note indenture. See Note 4, Derivative Financial Instruments, for terms of an
interest rate swap entered into on the $350 million of 3.30% senior notes due August 2022.
Our financing arrangements require us to maintain certain covenants and financial ratios. We were in compliance
with all covenants and financial ratios at December 31, 2021.
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
141
4. Derivative Financial Instruments
We periodically utilize derivative instruments for hedging and non-trading purposes to manage exposure to
changes in interest rates and to maintain an appropriate mix of fixed and variable-rate debt. At inception of a
derivative contract, we document relationships between derivative instruments and hedged items, as well as
our risk-management objective and strategy for undertaking various derivative transactions, and assess hedge
effectiveness. If it is determined that a derivative is not highly effective as a hedge, or if a derivative ceases to be a
highly effective hedge, we discontinue hedge accounting prospectively.
We entered into a receive fixed-rate and pay variable-rate interest rate swap agreement simultaneously with the
issuance of our $350 million of 3.30% senior notes due August 2022, to effectively convert this fixed-rate debt to
variable-rate. The notional amount of this interest rate swap agreement equals that of the corresponding fixed-rate
debt. The applicable interest rate under this agreement is based on LIBOR plus an established margin, resulting
in an interest rate of 1.51% for our $350 million of 3.30% senior notes at December 31, 2021. The swap expires
when the corresponding senior notes are due. The fair value of this swap is recorded in current assets in our
Consolidated Balance Sheet at December 31, 2021. See Note 9, Fair Value Measurements, for disclosure of fair
value. This derivative meets the required criteria to be designated as a fair value hedge, and as the specific terms
and notional amount of this derivative instrument match those of the fixed-rate debt being hedged, this derivative
instrument is assumed to perfectly hedge the related debt against changes in fair value due to changes in the
benchmark interest rate. Accordingly, any change in the fair value of this interest rate swap recorded in earnings is
offset by a corresponding change in the fair value of the related debt.
5. Capital Stock
We have one class of preferred stock and one class of common stock. We had no outstanding shares of preferred
stock at December 31, 2021 or 2020. Holders of shares of common stock are entitled to receive dividends when
and if declared by the Board of Directors and are entitled to one vote per share on all matters submitted to a vote
of the stockholders. On January 20, 2022, we announced an increase in our quarterly cash dividend from $0.30 to
$0.40 per share, which was paid February 18, 2022, to stockholders of record on February 4, 2022. At December
31, 2021, we had 1.7 million shares of common stock to be issued upon the vesting of equity awards and 4.6
million shares reserved for future issuance pursuant to share-based payment plans. During calendar year 2021,
we purchased approximately 879,000 shares, or $151.7 million, of our common stock in accordance with plans
authorized by our Board. At December 31, 2021, we had $351.1 million available under an authorized plan to
purchase our common stock.
6. Share-based Compensation
We maintain a Management Incentive Plan (the “Plan”) that provides various share-based financial methods to
compensate our key employees with shares of our common stock or common stock equivalents. Under the Plan,
as amended, we have, from time to time, utilized restricted share units, performance share units, restricted shares,
and non-statutory stock options to compensate our employees and directors. We currently are utilizing restricted
and performance share units.
Our restricted share units have various vesting schedules generally ranging from 3 to 10 years when awarded.
These restricted share units do not contain rights to vote or receive dividends until the vesting date. Unvested
restricted share units are forfeited if the employee terminates for any reason other than death, disability, or special
circumstances as determined by the Compensation Committee. Restricted share units are valued based on the fair
value of the award on the grant date, adjusted for dividend estimates based on grant date dividend rates.
Our performance share units vest based on the passage of time (generally 2 to 10 years) and achievement of
performance criteria. Performance share units do not contain rights to vote or receive dividends until the vesting date.
Unvested performance share units are forfeited if the employee terminates for any reason other than death, disability,
or special circumstances as determined by the Compensation Committee. Performance shares are valued based on
the fair value of the award on the grant date, adjusted for dividend estimates based on grant date dividend rates.
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J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
An employee is allowed to surrender shares of common stock received upon vesting to satisfy tax withholding
obligations incident to the vesting of restricted share units and performance share units.
We account for our restricted share units and performance share units in accordance with current accounting
standards for share-based payments. These standards require that the cost of all share-based payments to
employees be recognized in our Consolidated Financial Statements based on the grant date fair value of those
awards. This cost is recognized over the period for which an employee is required to provide service in exchange
for the award, subject to the attainment of performance metrics established for performance share units. The
quantity of performance share units for which it is probable that the performance conditions will be achieved is
estimated each reporting period, with any necessary adjustments recorded as a cumulative cost adjustment in the
current period. Share-based compensation expense is recorded in salaries, wages, and employee benefits in our
Consolidated Statements of Earnings, along with other compensation expenses to employees. The following table
summarizes the components of our share-based compensation program expense (in thousands):
Years ended December 31,
2021
2020
2019
Restricted share units
Pretax compensation expense
$
44,505
$
47,044
$
38,632
Tax benefit
10,637
11,300
9,337
Restricted share units, net of tax
$
33,868
$
35,744
$
29,295
Performance share units
Pretax compensation expense
$
17,000
$
13,654
$
14,692
Tax benefit
4,063
3,280
3,551
Performance share awards, net of tax
$ 12,937
$ 10,374
$
11,141
A summary of our restricted share units and performance share units is as follows:
Restricted Share Units
Unvested at December 31, 2018
Granted
Vested
Forfeited
Unvested at December 31, 2019
Granted
Vested
Forfeited
Unvested at December 31, 2020
Granted
Vested
Forfeited
Unvested at December 31, 2021
Number of
Shares
1,245,835
440,255
(341,218)
(31,454)
1,313,418
511,859
(457,437)
(22,694)
1,345,146
360,734
(387,948)
(27,700)
1,290,232
Weighted Average
Grant Date Fair Value
$ 86.80
99.60
85.61
93.91
$ 91.22
110.49
93.78
102.03
$ 97.22
150.33
100.36
118.20
$ 110.83
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
143
Performance Share Units
Unvested at December 31, 2018
Granted
Vested
Forfeited
Unvested at December 31, 2019
Granted
Vested
Forfeited
Unvested at December 31, 2020
Granted
Vested
Forfeited
Unvested at December 31, 2021
Number of
Shares
Weighted Average
Grant Date Fair Value
360,512
142,156
(127,140)
—
375,528
202,023
(145,038)
(98,588)
333,925
135,500
(95,415)
—
374,010
$ 93.74
98.58
93.46
—
$ 95.67
112.87
89.75
110.19
$ 109.57
143.32
103.21
—
$ 123.42
At December 31, 2021, we had $71.4 million and $19.5 million of total unrecognized compensation expense
related to restricted share units and performance share units, respectively, that is expected to be recognized over
the remaining weighted average vesting period of approximately 3.2 years for restricted share units and 2.5 years
for performance share units.
The aggregate intrinsic value of restricted and performance share units vested during the years ended December
31, 2021, 2020, and 2019, was $84.9 million, $73.0 million, and $47.0 million, respectively. The aggregate intrinsic
value of unvested restricted and performance share units was $340.2 million at December 31, 2021. The total fair
value of shares vested for restricted share and performance share units during the years ended December 31,
2021, 2020, and 2019, was $48.8 million, $56.3 million, and $41.1 million, respectively.
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J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
7. Income Taxes
Income tax expense attributable to earnings before income taxes consists of (in thousands):
Current:
Federal
State and local
Deferred:
Federal
State and local
Years ended December 31,
2021
2020
2019
$
142,542
$
138,952
$
43,004
185,546
43,900
9,520
53,420
28,094
167,046
(2,392)
(4,664)
(7,056)
87,977
20,981
108,958
51,229
4,388
55,617
Total tax expense/(benefit)
$
238,966
$
159,990
$
164,575
Income tax expense attributable to earnings before income taxes differed from the amounts computed using the
statutory federal income tax rate of 21% as follows (in thousands):
Income tax at federal statutory rate
$ 209,952
$ 139,865
$ 142,988
Years ended December 31,
2021
2020
2019
State tax, net of federal effect
Benefit of stock compensation
199/R&D credit
Nondeductible meals and entertainment
Change in effective state tax rate, net of federal benefit
Other, net
Total tax expense
37,223
20,071
19,293
(3,503)
(1,238)
(7,583)
(1,524)
130
(724)
—
1,344
98
(200)
1,688
1,562
482
1,492
2,115
$ 238,966
$ 159,990
$ 164,575
Income taxes receivable was $33.7 million and $3.1 million at December 31, 2021 and 2020, respectively. These
amounts have been included in other receivables in our Consolidated Balance Sheets. The tax effects of temporary
differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December
31, 2021 and 2020, are presented below (in thousands):
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
145
Deferred tax assets:
Insurance accruals
Allowance for doubtful accounts
Compensation accrual
CARES Act payroll tax deferral
Deferred compensation accrual
Federal benefit of state uncertain tax positions
Lease liabilities
State NOL carry-forward
Other
Total gross deferred tax assets
Valuation allowance
Total deferred tax assets, net of valuation allowance
Deferred tax liabilities:
December 31,
2021
2020
$
27,487
$
24,304
8,886
22,061
9,955
28,937
12,870
43,850
7,303
5,549
166,898
(7,303)
159,595
9,270
10,809
19,931
25,702
10,312
32,625
8,460
4,237
145,650
(8,460)
137,190
Plant and equipment, principally due to differences in depreciation
816,744
748,883
Prepaid permits and insurance, principally due to expensing for income tax
purposes
Lease right-of-use assets
Other
Total gross deferred tax liabilities
Net deferred tax liability
44,132
44,161
—
42,126
32,952
5,251
905,037
829,212
$
745,442
$
692,022
Guidance on accounting for uncertainty in income taxes prescribes recognition and measurement criteria and
requires that we assess whether the benefits of our tax positions taken are more likely than not of being sustained
under tax audits. We have made adjustments to the balance of unrecognized tax benefits, a component of other
long-term liabilities on our Consolidated Balance Sheets, as follows (in millions):
Beginning balance
Additions based on tax positions related to the current year
Additions/(reductions) based on tax positions taken in prior years
Reductions due to settlements
Reductions due to lapse of applicable statute of limitations
Ending balance
December 31,
2021
2020
2019
$ 66.1
$ 50.6
$ 52.2
14.9
4.8
(0.9)
(6.4)
9.8
13.9
(1.0)
(7.2)
11.0
(6.5)
—
(6.1)
$ 78.5
$ 66.1
$ 50.6
146
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
At December 31, 2021 and 2020, we had a total of $78.5 million and $66.1 million, respectively, in gross
unrecognized tax benefits. Of these amounts, $67.2 million and $57.1 million represent the amount of unrecognized
tax benefits that, if recognized, would impact our effective tax rate in 2021 and 2020, respectively. Interest and
penalties related to income taxes are classified as interest expense in our Consolidated Statements of Earnings. The
amount of accrued interest and penalties recognized during the years ended December 31, 2021, 2020, and 2019,
was $3.5 million, $2.9 million, and $3.2 million, respectively. Future changes to unrecognized tax benefits will be
recognized as income tax expense and interest expense, as appropriate. The total amount of accrued interest and
penalties for such unrecognized tax benefits at December 31, 2021 and 2020, was $6.4 million and $5.6 million,
respectively. No material change in unrecognized tax benefits is expected in the next 12 months.
Tax years 2018 and forward remain subject to examination by federal tax jurisdictions, while tax years 2011 and
forward remain open for state jurisdictions.
8. Employee Benefit Plans
We maintain a defined contribution employee retirement plan, which includes a 401(k) option, under which all
employees are eligible to participate. We match a specified percentage of employee contributions, subject to
certain limitations. For the years ended December 31, 2021, 2020, and 2019, our matching contributions to the
plan were $28.1 million, $24.5 million, and $20.8 million, respectively.
We have a nonqualified deferred compensation plan that allows eligible employees to defer a portion of their
compensation. The compensation deferred under this plan is credited with earnings or losses on 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 2 to 25
years upon reaching age 55, having 15 years of service, or becoming disabled. Our total liability under this plan
was $26.0 million as of December 31, 2021, and $23.1 million as of December 31, 2020. These amounts are
included in other long-term liabilities in our Consolidated Balance Sheets. Participant withholdings are held by a
trustee and invested in equity securities as directed by participants. These investments are classified as trading
securities and recorded at fair value. Realized and unrealized gains and losses are recognized currently in earnings.
The investments are included in other assets in our Consolidated Balance Sheets and totaled $26.0 million as of
December 31, 2021, and $23.1 million as of December 31, 2020.
9. Fair Value Measurements
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Our assets and liabilities measured at fair value are based on valuation techniques which consider prices and
other relevant information generated by market transactions involving identical or comparable assets and liabilities.
These valuation methods are based on either quoted market prices (Level 1) or inputs, other than quoted prices
in active markets, that are observable either directly or indirectly (Level 2). The following are assets and liabilities
measured at fair value on a recurring basis (in millions):
Asset/(Liability)
Balance
December 31,
Trading investments
Interest rate swap
Senior notes, net of unamortized discount and debt
issuance costs
2021
26.0
6.3
(356.0)
$
$
$
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
2020
Input Level
$
$
$
23.1
12.5
(361.3)
1
2
2
147
The fair value of trading investments has been measured using the market approach (Level 1) and reflect quoted
market prices. The fair values of interest rate swap and corresponding senior notes have been measured using the
income approach (Level 2), which include relevant interest rate curve inputs. Trading investments are classified in
other assets in our Consolidated Balance Sheets. At December 31, 2021, the interest rate swap and senior notes
are classified in our Consolidated Balance Sheet in prepaid expenses and other current assets and current portion
of long-term debt, respectively. At December 31, 2020, the interest rate swap and senior notes are classified in our
Consolidated Balance Sheet in other assets and long-term debt, respectively.
Financial Instruments
The carrying amount of our senior revolving line of credit and remaining senior notes not measured at fair value on a
recurring basis was $945.2 million and $944.1 million at December 31, 2021 and 2020, respectively. The estimated
fair value of these liabilities using the income approach (Level 2), based on their net present value, discounted at our
current borrowing rate, was $1.04 billion and $1.09 billion at December 31, 2021 and 2020, respectively.
The carrying amounts of all other instruments at December 31, 2021 and 2020, approximate their fair value due to
the short maturity of these instruments.
10. Commitments and Contingencies
At December 31, 2021, we had outstanding commitments of approximately $1.88 billion, net of proceeds from
sales or trade-ins during 2022 and 2023, which is primarily related to the acquisition of tractors, containers,
chassis, and other trailing equipment.
During 2021, we issued financial standby letters of credit as a guaranty of our performance under certain operating
agreements and self-insurance arrangements. If we default on our commitments under the agreements or other
arrangements, we are required to perform under these guaranties. The undiscounted maximum amount of our
obligation to make future payments in the event of defaults is approximately $5.0 million as of December 31, 2021.
As the result of state use tax audits, we have been assessed amounts owed from which we are vigorously
appealing. We have recorded a liability for the estimated probable exposure under these audits and await
resolution of the matter.
In 2019, we paid $20 million for the settlement of a casualty claim within our FMS segment.
We are involved in certain other claims and pending litigation arising from the normal conduct of business. Based
on present knowledge of the facts and, in certain cases, opinions of outside counsel, we believe the resolution
of these claims and pending litigation will not have a material adverse effect on our financial condition, results of
operations or liquidity.
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J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
11. Leases
As of December 31, 2021, we had various obligations remaining under operating lease arrangements related
primarily to the rental of maintenance and support facilities, cross-dock and delivery system facilities, office space,
parking yards and equipment. Many of these leases include one or more options, at our discretion, to renew and
extend the agreement beyond the current lease expiration date or to terminate the agreement prior to the lease
expiration date. These options are included in the calculation of our operating lease right-of-use asset and liability
when it becomes reasonably certain the option will be exercised. Our lease obligations typically do not include
options to purchase the leased property, nor do they contain residual value guarantees or material restrictive
covenants. Operating leases with an initial term of more than 12 months are included in our Consolidated Balance
Sheets as discounted liabilities and corresponding right-of-use assets consisting of the following (in millions):
Right-of-use assets
Lease liabilities, current
Lease liabilities, long-term
Asset/(Liability)
Balance
December 31
2021
$ 183.6
$ (58.2)
$ (124.1)
2020
$ 136.8
$ (48.3 )
$ (87.2 )
Right-of-use assets are classified in other assets in our Consolidated Balance Sheets. Operating lease liability,
current is classified in other accrued expenses, while operating lease liability, long-term is classified in other long-
term liabilities in our Consolidated Balance Sheets.
As of December 31, 2021 and 2020, the weighted-average remaining lease term for our outstanding operating
lease obligations was 5.5 years and 4.3 years, respectively. As of December 31, 2021 and 2020, the weighted-
average discount rate was 1.97% and 3.05% respectively. Future minimum lease payments under these operating
leases as of December 31, 2021, are as follows (in millions):
Year one
Year two
Year three
Year four
Year five
Thereafter
Total lease payments
Less interest
$
58.6
40.8
25.7
16.8
10.8
37.8
190.5
(8.2)
Present value of lease liabilities
$
182.3
During the years ended December 31, 2021, 2020, and 2019, cash paid for amounts included in the measurement
of operating lease liabilities was $59.5 million, $49.7 million, and $44.5 million, while $58.6 million, $50.2 million,
and $43.5 million of operating lease expense was recognized on a straight-line basis, respectively. Operating lease
expense is recorded in general and administrative expenses, net of asset dispositions in our Consolidated Statements
of Earnings. During the years ended December 31, 2021, 2020, and 2019, a total of $101.9 million, $57.0 million,
and $61.6 million of right-of-use assets were obtained in exchange for new operating lease liabilities, of which, $4.4
million and $19.1 million was obtained through business combinations in 2020 and 2019, respectively.
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
149
12. Acquisitions
On January 31, 2022, we entered into an agreement to acquire substantially all of the assets and assume certain
specified liabilities of Zenith Freight Lines, LLC (Zenith), a wholly-owned subsidiary of Bassett Furniture Industries
Inc., subject to customary closing conditions. The closing of the transaction is expected to be effective on
February 28, 2022. The purchase price was $87 million. Upon closing of this acquisition, we will acquire customer
contracts, net working capital, property and equipment, and assumed various facility leases. We anticipate using
our existing cash balance to fund this transaction. The Zenith acquisition will be accounted for as a business
combination and will operate within our FMS business segment.
On November 20, 2020, we entered into an asset purchase agreement to acquire substantially all of the assets
and assume certain specified liabilities of Mass Movement, Inc. (Mass Movement), subject to customary closing
conditions. The closing of the transaction was effective on November 30, 2020, with a purchase price of $25.5
million. Of this total purchase price, $13.5 million was deferred and is subject to an agreed-upon future earn-out
calculation based on established cumulative earnings before interest, taxes, depreciation, and amortization (EBITDA)
targets reported for the acquired operations in 2021 through 2023. Total consideration paid in cash under the Mass
Movement agreement at closing was $12.1 million and consisted of the remaining agreed upon purchase price of
$12.0 million adjusted for estimated working capital adjustments and other employee related liabilities. Accordingly,
total consideration given under the Mass Movement agreement was $25.6 million. Transaction costs incurred were
not material. The Mass Movement acquisition was accounted for as a business combination and operates within
our FMS business segment. Assets acquired and liabilities assumed were recorded in our Consolidated Balance
Sheet at their estimated fair values, as of the closing date, using cost, market data and valuation techniques that
reflect management’s judgment and estimates. As a result of the acquisition, we recorded $12.1 million of finite-lived
intangible assets and $3.9 million of goodwill, with a $4.9 million reduction of goodwill recorded in 2021 as a result
of the finalization of our purchase price allocation. Goodwill consists of acquiring and retaining the Mass Movement
existing network and expected synergies from the combination of operations.
13. Goodwill and Other Intangible Assets
Total goodwill was $100.5 million, $105.4 million, and $96.3 million at December 31, 2021, 2020, and 2019
respectively. All goodwill is assigned to our FMS business segment. No impairment losses have been recorded
for goodwill as of December 31, 2021. Our intangible assets consist of those arising from previous business
acquisitions and our purchased local distribution center (LDC) network access, both within our FMS segment.
Identifiable intangible assets consist of the following (in millions):
December 31,
2021
2020
Weighted Average
Amortization
Period
Finite-lived intangibles:
Customer relationships
$
129.9
$
131.7
Non-competition agreements
Trade names
LDC Network
Total finite-lived intangibles
Less accumulated amortization
7.3
4.2
10.5
151.9
(61.3)
Total identifiable intangible assets, net
$
90.6
$
Our finite-lived intangible assets have no assigned residual values.
7.9
3.8
10.5
153.9
(47.1)
106.8
11.1
6.7
2.1
10.0
150
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
During the years ending December 31, 2021, 2020, and 2019, intangible asset amortization expense was $14.3
million, $13.8 million and $12.4 million, respectively. Estimated amortization expense for our finite-lived intangible
assets is expected to be approximately $13.5 million for 2022 and 2023, $13.2 for 2024, and $13.1 million for
2025 and 2026. Actual amounts of amortization expense may differ from estimated amounts due to additional
intangible asset acquisitions, impairment or accelerated amortization of intangible assets, and other events.
14. Segment Information
We have five reportable business segments which are based primarily on the services each segment provides.
The JBI segment includes freight that is transported by rail over at least some portion of the movement and also
includes certain repositioning truck freight moved by JBI equipment or third-party carriers, when such highway
movement is intended to direct JBI equipment back toward intermodal operations. DCS segment business
includes company-owned and customer-owned, DCS-operated revenue equipment and employee drivers
assigned to a specific customer, traffic lane, or service. DCS operations usually include formal, written longer-
term agreements or contracts that govern services performed and applicable rates. ICS provides non-asset and
asset-light transportation solutions to customers through relationships with third-party carriers and integration with
company-owned equipment. ICS services include flatbed, refrigerated, and LTL, as well as a variety of dry-van and
intermodal solutions. ICS offers the majority of these services through an online multimodal marketplace via J.B.
Hunt 360° that matches the right load with the right carrier and the best mode. FMS provides final-mile delivery
services to customers through a nationwide network of cross-dock and other delivery system network locations.
FMS provides both asset and non-asset big and bulky delivery and installation services, as well as fulfillment and
retail-pooling distributions services. JBT business includes full-load, dry-van freight that is transported utilizing
company-owned revenue equipment or third-party carriers utilizing company-owned trailing equipment as well as
services through our J.B. Hunt 360box program which utilizes the J.B. Hunt 360 platform to access capacity and
offer efficient drop trailer solutions to customers. This freight is typically transported over road and highways and
does not move by rail. All transactions between reporting segments are eliminated in consolidation.
Our customers are geographically dispersed across the United States. A summary of certain segment information
is presented below (in millions):
JBI
DCS
ICS
FMS
JBT
Other (includes corporate)
Total
Assets
(Excludes intercompany accounts)
December 31,
2021
$
2,858
1,630
428
472
403
1,003
2020
$
2,426
1,482
301
486
286
947
$
6,794
$
5,928
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
151
JBI
DCS
ICS
FMS
JBT
Total segment revenues
Intersegment eliminations
Total
JBI
DCS
ICS
FMS
JBT
Total
JBI
DCS
FMS
JBT
Other
Total
Revenues
Years ended December 31,
2021
2020
$
5,454
$
4,675
$
2,578
2,538
842
796
12,208
(40)
2,196
1,658
689
463
9,681
(44)
2019
4,745
2,128
1,348
567
389
9,177
(12)
$
12,168
$
9,637
$
9,165
Operating Income
Years ended December 31,
$
2021
603
304
46
28
65
$
2020
428
314
(45)
(1)
17
$
2019
447
278
(11)
(9)
29
$
1,046
$
713
$
734
Depreciation and Amortization Expense
Years ended December 31,
2021
2020
$
198
$
189
$
233
35
36
55
224
33
34
47
2019
181
216
30
33
39
$
557
$
527
$
499
152
J.B. HUNT TRANSPORT SERVICES, INC. 2021 Annual Report
31%
2021 Percent of Revenue by Industry
Retail
General Merchandise
Food and Kindred Products
17%
14%
Manufacturing
Wholesale Trade
10%
9%
Paper and Allied Products
5%
Electrical Equipment
4%
Chemical and Allied Products
Transportation
3%
3%
Other
2%
Transportation Equipment
2%
Stock Exchange Listing
J.B. Hunt Transport Services, Inc.
Class A Common Stock is listed on
NASDAQ National Market System
Stock Symbol
JBHT
Stock Transfer Agent and Registrar
Computershare Trust Company, N.A.
211 Quality Circle, Suite 210
College Station, TX 77845
877-498-8861 for Stockholder Inquiries
computershare.com/investor
STOCKHOLDER INFORMATION
Corporate Address
J.B. Hunt Transport Services, Inc.
615 J.B. Hunt Corporate Drive
Lowell, AR 72745
479-820-0000
Internet Address
jbhunt.com
Auditors
PricewaterhouseCoopers LLP
Fayetteville, Arkansas
Counsel
Mitchell, Williams, Selig, Gates & Woodyard PLLC
Little Rock, Arkansas
Annual Meeting
The Annual Meeting of Stockholders will be held
at 10:00 a.m. CDT, on Thursday April 28, 2022 at
the corporate headquarters of J.B. Hunt Transport
Services, Inc., Lowell, Arkansas, located on Interstate
49 at Lowell Exit 78.
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P.O. Box 130
Lowell, Arkansas 72745
jbhunt.com