Notice of Annual Meeting,
Proxy Statement
and Annual Report
2023
J.B. Hunt Transport Services, Inc.
Notice of Annual Meeting,
Proxy Statement
and Annual Report
■Table of Contents
Letter to Our Shareholders and Employees
Notice Of Annual Meeting Of Shareholders
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 Shareholders of The Company
Executive Compensation
Compensation Discussion and Analysis
Process of Setting Compensation
2023 Compensation
Summary Compensation
Grants of Plan-Based Awards for 2023
Outstanding Equity Awards at Calendar Year-end 2023
Restricted Share Units Vested for 2023
Components of Nonqualified Deferred Compensation for Calendar Year 2023
Potential Post-Employment Benefits
CEO Pay Ratio
Pay Versus Performance
Compensation Committee Report
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
2
Table of Contents
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J.B. Hunt Transport Services, Inc.
■Table of Contents
2023 Annual Report
Part I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 1C. Cybersecurity
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
Part II
Item 5. Market for Registrant’s Common Equity, Related Shareholder 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 Shareholder 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
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Table of Contents
3
J.B. Hunt Transport Services, Inc.
Letter to Our Shareholders
and Employees
To Our Shareholders and Employees,
As the market began to turn at the beginning of 2023, we were reminded of the cyclical nature of our industry.
Following the past two record revenue years, we saw the market trying to normalize in a freight recession. However,
we had tremendous confidence in our people led by the 14 officers of our company with a combined 366 years
of experience here at J.B. Hunt. Leaning on this experience, and the leadership modeled for us during the Great
Recession of 2008, we felt this environment presented both opportunities and challenges that would ultimately
put us in a position to build a stronger future. We were confident in the collective and complimentary nature of our
distinct businesses, breadth of experience, strong balance sheet and long-term mindset to continue to differentiate
us. And although we weren’t satisfied with our results, we were encouraged by how well we did relative to our peer
set.
We needed our people, our customers and our shareholders to know we are a strong, stable company they can
depend on. We trusted our people would take great care of our customers, our rail providers, our vendors and many
others as they always have. The J.B. Hunt brand remained strong and resilient as we focused on deepening the trust
we’ve built in our relationships.
We navigated through each quarter remaining committed to investing in our strategic company foundations of
People, Technology and Capacity. These investments allow us to deliver exceptional value for our customers and
prepare us to grow with them over the years ahead, working toward what makes us better over the long term.
Because of that, J.B. Hunt experienced a record-breaking year across so many areas of our company. These
recognitions and performance numbers are returns on the hard work put in 2023 that we will continue to see
come to fruition over the long term. For example, our people were recognized with 10 national culture awards from
major publications this past year, a huge record for us. It’s a testimony to how hard we’ve worked to build stronger
together. These awards affirm our belief that our people have strengthened the culture established by our founders
over 62 years ago. And for the first time in company history, we broke into the top 300 of the Fortune 500 list,
coming in at number 280 last year. We talk about people you trust as one of our key foundations and this placement
reflects the progress, hard work and dedication of our employees.
We’re in a constant cycle of disrupting, adapting, accelerating, and it’s our tried-and-true formula for achieving
growth. Even in the face of tough market conditions, we remained steady in our long-term vision to create the most
efficient transportation network in North America and continued to make investments in our business throughout 2023.
4
Letter to Our Shareholders and Employees
J.B. Hunt Transport Services, Inc. Some highlights from
the year include:
Celebrated Chuck
Barrett, our third
company driver to reach
5 million miles driven
without a preventable
accident
Achieved a
25% reduction in DOT
preventable accidents
per million miles
from 2022
Recognized 369 drivers
who were awarded more
than $2.6 million in safe
driving bonuses for
achieving one-plus million
miles driven without a
preventable accident
Named one of the
World’s Most Admired
Companies by Fortune
Accomplished record
operating income for
Dedicated Contract
Services and Final Mile
Services
Received over
6,000 ideas through
ELEVATION, our
employee ideation
program focused on
driving efficiency in
our work
Closed on the
acquisition of the
brokerage assets of
BNSF Logistics in
September
Introduced two new
Intermodal offerings
- Quantum and
Mexico services
Achieved an estimated
16.0% reduction in carbon
emission intensity from
our baseline 2019, on our
way to reach our ambitious
32% goal by 2034
Saw 21.5% load
growth in J.B. Hunt
360box
Set a new weekly
Intermodal volume
record of 44,800 in
October
Saw an increase of
14.6% in J.B. Hunt stock
price during the year
Invested $1.6 billion in
net capital expenditures
to support future growth,
improve fuel efficiency
and fleet safety and grow
capacity to meet customers’
growing needs
Disruption: An Opportunity to Get Stronger
The past year brought many disruptions from a market, regulatory and security standpoint. Our customers needed
us to create cost-competitive value in a challenging freight environment where they were feeling inflationary cost
pressures. The industry faced unprecedented increases in insurance rates as it experienced higher verdicts and
higher litigation settlements. And in April of this past year, the California Air Resource Board (CARB) passed the
Advanced Clean Fleets rule (ACF), which requires fleets operating in California to adopt zero-emission vehicle
technology. This new regulation joins CARB’s new Clean Truck Check (CTC) emissions monitoring and Transport
Refrigeration Unit (TRU) cold storage emissions regulations. Over the last 12 to 15 months, our industry has seen an
increase in strategic cargo theft that needed to be addressed.
But in the midst of this disruption, we saw the opportunity to think about how we can be disruptive to ourselves and
the industry to make us stronger in the long term. Our 2023 story shows how we thought beyond managing for the
short term.
Adaptation: Eliminating Waste, Increasing Efficiency and Tackling Challenges
In addition to addressing external factors across the market, we also looked inward in 2023. We asked our people
to meticulously study the business for any waste or any unnecessary costs for ourselves and our customers through
the company-wide ELEVATION program. This was an opportunity for us to build our business stronger for the
long term, and over 6,000 ideas were submitted for evaluation from our driver, maintenance and office teams. Our
people’s ideas, and their impact on our company, will be part of our story for years to come.
Letter to Our Shareholders and Employees
5
J.B. Hunt Transport Services, Inc. Letter to Our Shareholders
and Employees
We put together a cross-functional group that analyzed the cargo thefts that had occurred, and the practices bad
actors were using to gain access to those loads. This group’s findings allowed us to put some countermeasures
in place that were effective at reducing the opportunity for bad actors to gain access to loads tendered to J.B.
Hunt. Although we have made very significant strides in this area, more work is being planned and implemented to
reinforce the security of our operations.
With pending litigation, some of the CARB timelines for reporting and enforcement may change, however, we are
prepared to comply with and operate under the rules as they are currently stated. We have since created a multi-
year plan to ensure we are ACF, CTC and TRU compliant as part of our responsibility as an industry leader.
Similarly, our efforts to evaluate the viability of alternative powered vehicles and next generation transportation
technology continued in 2023. In 2017, we were one of the first companies to place an order for an all-electric
heavy-duty Class 8 truck, and we took delivery of our first company-owned Class 8 electric Freightliner eCascadia
truck in 2022. By the end of last year, we were operating eight eCascadias in southern California, gaining
experience for us as we continue to assess and consider larger scale adoption for our dray fleets and our customer
dedicated fleets. Today we currently operate 11 zero emission vehicles with plans to add more in 2024.
In 2023, the company experienced its best performance in history from a safety perspective. Our drivers achieved a
significant reduction in DOT preventable accidents per million miles, setting a new record for us. And we recognized
369 drivers who achieved one or more million miles driven without a preventable accident, including our third
company driver to reach five million safe miles driven.
Also, Compliance, Safety, Accountability (CSA) scores for our maintenance teams improved even while working
through a record number of trades and new equipment. This reflects the hard work of our maintenance teams and
how well our equipment performs at roadside inspections. We relied heavily on this group to onboard new safety
technologies like inward-facing cameras and right object detection systems in most of our fleet. This additional
technology helps protect motorists on the road while safeguarding our drivers from false claims and reducing our
right lane change events, respectively. While all that work was happening, the team improved equipment up-time,
speed of service and other safety measures.
Acceleration: Building Stronger, Together
During the freight recession, our company launched new products and services and engaged in strategic planning
for adding capacity. We’ve leaned in, we’ve listened, we’ve made investments – all for the long-term growth of our
customers, our business and ultimately the returns on capital invested.
We saw a record year for Dedicated Contract Services® and Final Mile Services® in terms of operating income,
which were bright spots in our earnings every quarter. Dedicated proved its resiliency and Final Mile challenged the
business. Accordingly, we fulfilled plans to extend our Final Mile Services' reach and capabilities with the addition of
a Pacific Northwest Terminal, knowing the growth potential of this segment.
And while Integrated Capacity Solutions (ICS) and Truckload have faced the brunt of the market challenges, we still
see great opportunities to scale our investments in technology and to drive efficiency in our customers’ supply chain
in both our brokerage and power only offerings. In Truckload, our drop-and-hook program, J.B. Hunt 360box®, also
continued to grow. Even in spite of the difficult environment that we’ve operated in, we found ways to continue to
grow our load counts and volume in J.B. Hunt 360box, demonstrating that we’ve unlocked new potential. In 2023
alone, we expanded our pool to include approximately 13,000 available trailers and outperformed the market when
compared to other truckload offerings.
6
Letter to Our Shareholders and Employees
J.B. Hunt Transport Services, Inc. Letter to Our Shareholders
and Employees
We still face a challenging freight environment, but we saw improvement in Intermodal trends throughout the year
and a peak season in the last quarter that no one was expecting. We were able to solve for our customers’ capacity
needs while maintaining high-service levels, highlighting the strength and flexibility of our network.
Over three decades ago, Mr. Hunt and Mike Haverty shared a legendary handshake on a dream to create a more
efficient mode of transportation. Since 1989, we’ve been innovating with BNSF Railway to build the intermodal
marketplace stronger through our shared commitment to reliable, dynamic solutions. We entered the next phase
in our collaboration when J.B. Hunt and BNSF jointly launched Quantum – a breakthrough intermodal service
that accommodates service-sensitive highway freight needs. Quantum customers benefit from the cost savings of
intermodal, while reducing their carbon footprint and maintaining operationally excellent service and consistency.
This service unlocks another mode of transportation for customers who were formerly limited to highway transport.
Then, we expanded our cross-border intermodal freight capabilities, creating new opportunities and availability for
customers to grow in expanding Mexico markets. J.B. Hunt, BNSF and GMXT, the largest rail provider in Mexico,
offers a new intermodal service between Monterrey, Silao-Bajio and Pantaco-Mexico City regions, key markets in
Northern and Central Mexico, through the Eagle Pass, Texas border gateway. This work continues the momentum
we created with Quantum to grow the availability of intermodal services in North America.
We further accelerated by acquiring the brokerage operations of BNSF Logistics. The acquisition expanded our full
truckload, flatbed, temp-controlled, drayage, expedited and less-than-truckload brokerage services. This positioned
us to serve a larger and more diverse customer base, including many new customers in the small- to medium-sized
segments, contributing a little more than $90 million to ICS revenue in our fourth quarter.
We also worked across the industry to increase supply chain efficiency by bringing shippers and carriers together
to solve for unused hours of service. In 2022, J.B. Hunt was a founding member of the Scheduling Standards
Consortium and after a year of hard work, the group has identified a set of standards and is working toward the
adoption process. Our leadership in this area will help provide a higher level of service to our customers and
eliminate waste in the supply chain for the professional driver.
Looking Ahead
In summary, we’ve spent 2023 working hard and getting prepared, and we stand ready for the inflection in the
market. However, our long-term focus as an organization has not changed. We continue to manage our business
offensively to put us in the best position for long-term growth year over year. We will accomplish this through three
key priorities.
First, we will continue to focus on operational excellence to deliver exceptional value to our customers, further
differentiating ourselves as the best-in-class in all five of our business units. Through our mode-neutral approach
and Customer Value Delivery® (CVD) process we will continue to consistently show the value we provide in a
tangible way. The market might change, but our value remains constant. We continue to lead the way in driver and
fleet safety, cargo security, fraud detection, cybersecurity, equipment maintenance, mode-neutral approach, and
our award-winning people. Operational excellence will set us up to scale with our current customers and attract new
customers.
Letter to Our Shareholders and Employees
7
J.B. Hunt Transport Services, Inc. Letter to Our Shareholders
and Employees
Second, we will continue to scale our long-term investments in our people, technology and capacity. Our continued
investments in these three areas further position us for long-term growth with our customers as the market
recovers. Investing in our people enables operational excellence while investments in technology empower
efficiency, and our capacity showcases that we are built for scale. We are making these investments on behalf of our
customers, shareholders and our future success.
Third, we want to remain focused on driving long-term compounding returns for our shareholders. Over the long
term, our mode-neutral approach offers customers the flexibility to deliver the greatest value and solve for their
needs. We believe that will allow us to continue focusing on driving long-term returns on invested capital.
We’re built for scale and ready for growth. We know our customers want more of our services and want us to
be able to provide more comprehensive solutions to their supply chain challenges over the long term. The most
important component to achieving this is by wholeheartedly remaining committed to our people. For more than 62
years, we have faithfully upheld the values and people-first culture installed by our founders, Mr. and Mrs. Hunt.
Our team, made up of nearly 35,000 people, has been steadfast in their enthusiasm for one another and for our
customers this past year. Over the long term, their hard work in 2023 will continue to prove itself for our customers,
for our people, and for our shareholders. As we march into 2024, it’s not a matter of if but of when demand will
return, and we will be ready to meet it.
Kirk Thompson
Chairman of the Board
John N. Roberts, III
Chief Executive Officer
Shelley Simpson
President
8
Letter to Our Shareholders and Employees
J.B. Hunt Transport Services, Inc. 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 Shareholders
to be held April 25, 2024
The Annual Meeting of Shareholders of J.B. Hunt Transport Services, Inc. (the Company) will be held April
25, 2024, 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
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
3 To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered
public accounting firm for the 2024 calendar year
4 To transact such other business as may properly come before the Annual Meeting or any adjournments
thereof
Only shareholders of record on February 20, 2024, will be entitled to vote at the meeting or any adjournments
thereof. The stock transfer books will not be closed.
The 2023 Annual Report to Shareholders is included in this publication.
By Order of the Board of Directors
JENNIFER R. BOATTINI
Corporate Secretary
Lowell, Arkansas
March 14, 2024
Notice of Annual Meeting
9
J.B. Hunt Transport Services, Inc. 2023 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 2024 Annual Meeting of Shareholders (the
Annual Meeting). The Proxy Statement and the related proxy materials are being released to our shareholders on or
about March 14, 2024.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS
MEETING TO BE HELD APRIL 25, 2024
This Proxy Statement and our 2023 Annual Report to Shareholders, which includes our Annual Report on Form 10-K,
are available at jbhunt.com.
On or about March 14, 2024, we will mail a Notice of Internet Availability of Proxy Materials to our shareholders
containing instructions on how to access our proxy materials, including this Proxy Statement and our 2023 Annual
Report to Shareholders, and voting instructions on the internet, as well as instructions on how shareholders
may obtain a paper copy of the proxy materials by mail. You may follow the instructions on the Notice of Internet
Availability of Proxy Materials, then access our proxy materials and vote your shares over the internet. If you
request a paper copy of the proxy materials and choose to vote by mail, please complete, sign, date and promptly
return the accompanying proxy card in the enclosed addressed postage-paid envelope that will be provided to
you in response to your request, even if you plan to attend the Annual Meeting. Please keep the Notice of Internet
Availability of Proxy Materials for your reference through the meeting date.
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
Further
Details
FOR
FOR
FOR
Page 27
Page 83
Page 87
10
Proxy Statement
J.B. Hunt Transport Services, Inc. Proxy Statement
Summary
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 OR BY REQUESTING A COPY OF PROXY
MATERIALS AND COMPLETING, SIGNING, AND DATING A PROXY CARD AND RETURNING IT TO US AS
PROMPTLY AS POSSIBLE IN THE ACCOMPANYING ENVELOPE OR USING THE TELEPHONE OPTION THAT WILL
BE PROVIDED IN RESPONSE TO YOUR REQUEST
IF YOU ARE A BENEFICIAL OWNER, PLEASE FOLLOW THE VOTING INSTRUCTIONS OF YOUR BROKER, BANK, OR
OTHER NOMINEE AS PROVIDED IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
DIRECTOR NOMINEES
Name
Occupation
Francesca M.
Edwardson
American Red Cross
of Chicago & Northern
Illinois (retired)
Director
Since
Age
Independent
Other Current Directorships
with Publicly Held
Companies
66
2011
Yes
Duluth Holdings, Inc.
Sharilyn S.
Gasaway
Alltel Corp. (retired)
55
2009
Yes
Genesis Energy, LP
Thad Hill
Calpine Corporation
56
2021
Yes
Bryan Hunt, Jr. Hunt Automotive
65
1991
No
PowerBand Solutions, Inc.
Group
Persio Lisboa
Navistar, Inc. (retired)
58
2023
Yes
James Hardie Industries plc
Patrick
Ottensmeyer
Kansas City Southern
(retired)
66
2024
Yes
The Greenbrier Companies
John N.
Roberts, III
Chief Executive Officer 59
2010
No
James L. Robo
Private Investor
61
2002
Yes
Shelley
Simpson
President
52
-
No
Committees Upon Election
Audit
Corporate Governance
Audit (Chair)
Compensation
Corporate Governance
Compensation (Chair)
Corporate Governance
Audit
Corporate Governance
Compensation
Corporate Governance
Compensation
Corporate Governance (Chair)
Proxy Statement
11
J.B. Hunt Transport Services, Inc. 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
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.
Short-term Incentive
A 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.
Performance and Responsibility
Long-term Incentive
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.
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
shareholders with a meaningful stake in
the Company, as well as focus on long-
term career orientation.
12
Proxy Statement
J.B. Hunt Transport Services, Inc. Proxy Statement
Summary
$14,814
$12,168
$12,830
■ 2023 Business Highlights
Consolidated Revenue
In Millions
$15,000
$12,000
$9,000
$6,000
$5,585
$3,000
$9,637
$9,165
$8,615
$6,165
$6,188
$6,555
$7,190
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
Consolidated Operating Income
In Millions
Diluted EPS
$1,332
$1,046
$993
$716
$721
$681
$624
$734
$713
$1,500
$1,200
$900
$632
$577
$600
$300
$10.00
$8.00
$6.00
$4.00
$2.00
$9.21
$7.14
$6.97
$6.18
$4.77
$4.74
$4.43
$3.66 $3.81
$3.16
$2.87
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
Proxy Statement
13
J.B. Hunt Transport Services, Inc. Proxy Statement
Summary
J.B. HUNT
CONSOLIDATED
INTERMODAL
(JBI)
DEDICATED
(DCS)
REVENUE
REVENUE
REVENUE
$12.8B
13%
$6.2B
12%
$3.5B
1%
OPERATING INCOME
OPERATING INCOME
OPERATING INCOME
$993M
$569M
$405M
25%
29%
12%
INTEGRATED
(ICS)
FINAL MILE
(FMS)
TRUCKLOAD
(JBT)
REVENUE
REVENUE
REVENUE
$1.4B
40%
$918M
12%
$789M
16%
OPERATING LOSS
OPERATING INCOME
OPERATING INCOME
$(44)M
$47M
28%
$16M
79%
14
Proxy Statement
J.B. Hunt Transport Services, Inc. Proxy Statement
Summary
■ J.B. Hunt Corporate Responsibility
Overview/Vision Statement
2023 marked 62 years of doing business. Both reflection and foresight reveal that our success rests on our
employees navigating the complexities of the supply chain and creating value for customers by eliminating waste,
reducing costs, establishing strong relationships and delivering exceptional service. In the industry, we’re the
people you trust with the technology that empowers and capacity to deliver. 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 model offers benefits for all stakeholders. Our priorities are
apparent in our key areas of foundations - people, technology and capacity. 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 empowers us to significantly improve both
our efficiency and safety. We believe 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
accomplish our vision: to create the most efficient transportation network in North America.
Sustainability
We continued to make progress in our sustainability journey and explore sustainable solutions. Our willingness
to embrace a spirit of curiosity and champion diverse perspectives fuels innovation while remaining customer
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 Operating 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. 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. In 2023, the Company announced Mr. Harper’s retirement effective December 31 and Greer
Woodruff's promotion to executive vice president of safety, sustainability and maintenance effective January 1,
2024. The two men worked together for nearly 27 years of Mr. Woodruff’s 36-year career with the Company. In his
new position, Mr. Woodruff will lead the company's sustainability initiatives, further its operational safety excellence
and corporate security and oversee its equipment, maintenance and driver personnel departments.
Proxy Statement
15
J.B. Hunt Transport Services, Inc. Proxy Statement
Summary
Environmental Matters
The Company recognizes that reducing GHG emissions in our business is important to our shareholders, 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. 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 for commercial diesel-powered equipment are available, challenges to further reduce our total carbon
emissions include but are not limited to the availability of heavy-duty zero-emission vehicles and a robust charging
infrastructure. We are expanding the use of biogenic fuels and championing conversion of over-the-road (OTR)
shipments to rail through our industry-leading intermodal service offering, which on average reduces a shipment’s
carbon footprint by 65% 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 (OEMs), 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:
Leading the Industry in Sustainability
Morningstar Sustainalytics, a leading ESG data, research and ratings firm included J.B. Hunt on its list of 2024
ESG Top Rated Companies, achieving an Industry Top Rated Badge, for the Company’s work in 2023. This badge
distinguishes companies with strong ESG management that strongly outperform their respective industries from the
Sustainalytics comprehensive ratings landscape.
Voluntary CARB Compliance
In 2023, the California Air Resource Board (CARB) passed the Advanced Clean Fleets rule (ACF), which requires
fleets operating in California to adopt zero-emission vehicle technology. This new regulation joins CARB’s new
Clean Truck Check (CTC) emissions monitoring and Transport Refrigeration Unit (TRU) cold storage emissions
regulations. With pending litigation, some of the CARB timelines for reporting and enforcement may change,
however, we are voluntarily complying with and operating under the rules as they are currently stated. We have
created a multi-year plan to ensure we are ACF, CTC and TRU compliant.
Data Accessibility and Transparency
Additionally in 2023, we improved data accessibility and transparency with the launch of our "Environmental, Social
and Governance Reporting" section on jbhunt.com. This collection of pages makes our sustainability work, and
related information, more available for employees, customers, rating agencies and investors.
Ambitious Goal to Reduce Carbon Emission Intensity 32% by 2034
In November 2022, J.B. Hunt announced a new goal to reduce our carbon emission intensity 32% by 2034 (baseline
2019). This goal advances the Company’s sustainability vision of moving the freight industry towards a low-carbon
future while holding true to our customer commitment of providing efficient, quality-driven, competitive supply chain
solutions for moving freight.
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J.B. Hunt Transport Services, Inc. Proxy Statement
Summary
Specifically, we will focus on three key areas to reach our emission-reduction target by 2034:
• Incorporating alternative powered equipment into our fleet
• Expanding the use of biogenic fuels
• Improving fuel economy
Achieving the company’s ambitious target is dependent on significant progress with the development
and availability of new industry technology and the infrastructure needed to enable day-to-day use on an
industry-wide scale. The Company plans to encourage, support and monitor the advancements needed to
achieve its goal.
We have achieved an estimated 16.0% reduction in carbon emission intensity from our baseline 2019, on
our way to our ambitious 32% goal by 2034. The most progress among our pillars of decarbonization has
been in our biogenic consumption.
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 companies to place an order
for an all-electric heavy-duty Class 8 truck.
We took delivery of our first company-owned
Class 8 electric Freightliner eCascadia truck
in the fourth quarter of 2022. And in 2023, we
were operating eight eCascadias in southern
California, gaining experience for us as we
continue to assess and consider larger scale
adoption for our dray fleets and our customer
dedicated fleets. We currently operate a total of 11 zero emission vehicles with plans to add more in 2024.
One of our Freightliner eCascadia zero-emission vehicles
operating in California
Additionally, we continue to participate with the Daimler Electric Vehicle Council and the ACT Fleet Forum
to contribute to further progress in the years ahead regarding the availability, commercial viability and
infrastructure required to run alternative fuel trucks.
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
2023, 65% 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 24%.
Energy-Efficient Trucks and Equipment
We maintain a modern fleet with an average truck age of only 2.23 years* as compared to the 5.5-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, governors to limit speed and improve fuel efficiency, idle-reducing cab heaters
and automatic manual transmissions (AMTs) that all contribute to improved fuel economy.
*Our average engine age decreased compared to 2021 and 2022 due to returning to our typical trade cycle. Effects of the global COVID-19
pandemic impacted equipment availability and capacity, meaning we retained ownership of assets longer than normal throughout the pandemic.
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J.B. Hunt Transport Services, Inc. Proxy Statement
Summary
Championing Intermodal Conversion
J.B. Hunt operates North America’s largest industry-leading intermodal business. Converting OTR shipments
to intermodal service is safer, 2.5 times more fuel efficient than standard truck transport, cost effective and
environmentally friendly. We estimate that in 2023, our intermodal segment helped to avoid 3.5 million MT CO2e*
compared to transportation by truck alone – the equivalent of:
• 92 million urban tree seedlings planted and grown for 10 years**
• 765,000 passenger vehicles off the roads for one year**
• 453,000 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.
In 2022, J.B. Hunt and BNSF Railway announced a joint effort to substantially improve capacity in the intermodal
marketplace. As part of the initiative, J.B. Hunt announced plans to grow our intermodal fleet to as many as 150,000
containers in the next two to four years. We have continued adding containers and are in a great position to commit
more intermodal capacity and industry leading service to our customers.
Most recently, we launched two new intermodal services in the fourth quarter of 2023. J.B. Hunt, together with
BNSF Railway, launched Quantum – a breakthrough intermodal service that accommodates service-sensitive
highway freight needs for up to 95 percent on-time delivery rates and delivery times around a day faster than
traditional intermodal service. Secondly, we worked with the largest rail provider in Mexico, GMXT, to offer a new
intermodal service between key markets in Northern and Central Mexico, through the Eagle Pass, Texas border
gateway. Beginning in early 2024, the service creates new opportunities and availability for customers to grow in
the expanding Mexico markets.
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.
Carbon-Neutral Shipping Program
In 2022, J.B. Hunt launched CLEAN Transport™, a carbon-neutral program that provides our intermodal customers
an easy and flexible method to acquire carbon offset credits equivalent to the emissions produced by their
shipments. To extend the emissions reduction achieved through intermodal conversion, a shipment’s remaining
emissions are offset with carbon offset credits. The program is designed to be highly customizable to fit each
customer’s unique business and sustainability goals.
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™ The 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.
* The rail industry doesn’t release its operational efficiencies until April, which is after this report will be published. Our metric above for
intermodal savings was calculated using its 2022 operating efficiencies.
** https://www.epa.gov/energy/greenhouse-gas-equivalencies-calculator#results
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J.B. Hunt Transport Services, Inc. Proxy Statement
Summary
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.
Advocacy and Education
J.B. Hunt believes that by sharing knowledge, we can empower and encourage progress in the sustainability of
our industry. We participate in many sustainability-focused engagements to support innovation and drive progress
in sustainable transportation technology. We also work hard to educate and empower our customers about
sustainable transportation technologies, practices and tools.
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 nearly
35,000 J.B. Hunt employees across North America (~23,000 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.
Public Safety
Our commitment to safety, which is a cornerstone of our business, has empowered us to provide best-in-class
service to our customers. Keeping the roads 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 success depends on keeping
those roads as safe as possible for everyone. In addition to complying with relevant industry 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. This past year was a
record year in safety for J.B. Hunt. 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 2023 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.
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.
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J.B. Hunt Transport Services, Inc. Proxy Statement
Summary
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. In 2022, J.B. Hunt added Fentanyl to our
hair testing panel. 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.
Forward Collision Warning System
Installation of forward collision warning systems on our Class 8 tractors began in 2011. Currently, 99.8% 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, 98.7% 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.
Additionally, we introduced inward-facing cameras in
April 2023. This safety technology leverages artificial
intelligence to identify potential risks both outside,
and now inside, the cab. We believe this additional
technology helps protect motorists on the road while
An inward-facing camera installed in one of our trucks
safeguarding our drivers from false claims. By the end of 2023, nearly 60% of our fleet was outfitted with this
technology and we will be complete before the end of 2024.
Right-Side Blind Spot Detection
Based on positive driver feedback from testing potential new equipment features, J.B. Hunt has continued outfitting
equipment with right-side blind spot detection. This technology aids 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 169,000 people to date 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.
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J.B. Hunt Transport Services, Inc. Proxy Statement
Summary
In June 2023, J.B. Hunt, Tyson Foods and Walmart joined forces to host a half-day summit featuring Truckers
Against Trafficking (TAT) to bring together key industry stakeholders, law enforcement and government agencies to
work together to close loopholes to traffickers. Additionally, J.B. Hunt hosted the Freedom Drivers Project, which is
a mobile exhibit that creates awareness of and educates on the realities of domestic sex trafficking. All of this work
provides simple action steps that anyone can take to combat human trafficking.
Million Mile Program
Our 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 2023, we
recognized 369 J.B. Hunt drivers for achieving 1, 2,
3, 4 and 5 million miles driven without a preventable
accident. This includes company driver Chuck Barrett
who achieved five million safe miles driven, becoming
only the third J.B. Hunt driver to reach the milestone.
Our 2023 Million Mile driver class outside of corporate
headquarters for the annual celebration event
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 67 fewer truck-involved fatalities on our nation’s highways
during 2023 (using industry average fatality rate per 100 million miles).
IT Risk Management
The Company maintains an Information Technology (IT) risk identification process that encompasses risks
associated with enterprise solutions and products and services provided by third-party service providers.
Cybersecurity risks are considered a subcategory of IT risks and are therefore part of this process. The Company’s
Governance, Risk and Compliance (GRC) team maintains the IT risk register and reports updates to the IT
Risk Council, which meets regularly. The IT Risk Council is made up of members representing the Company’s
cybersecurity, network, server, client, database and software teams. The Company maintains a Cybersecurity
Operations Center (CSOC) comprised of in-house staff, contracted personnel and other third-party security service
providers. Our CSOC provides constant monitoring, assessment and defense of all enterprise information systems.
The Company also maintains a Security Incident Response Team (SIRT) that responds to high-risk security incidents
around the clock. The Company uses various methods to assess our cybersecurity maturity and IT risk management
program, including periodic self-assessments and engagements of independent third-party assessors, consultants
and auditors.
People Matters
Despite operating over 188,000 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. Our employees,
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. In 2022, we renamed our Human Resources department to the People
Team as a reflection of our people-first thinking.
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J.B. Hunt Transport Services, Inc. Proxy Statement
Summary
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. We also implemented
several training and development programs, like our mentorship initiatives and our work with the Department of
Defense’s SkillBridge Internship program, to provide support and resources for transitioning service members
and their spouses. 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. Additionally,
we participated in a 2022 VETS Employer Roundtable in Washington, D.C. at the invitation of the Department of
Labor. The Company was also ranked a top Military Friendly® Employer by VIQTORY for the 17th consecutive year
in 2023. And it was our 10th consecutive year participating in Wreaths Across America, where J.B. Hunt delivered
approximately 355,000 wreaths to veteran cemeteries nationwide. And to support our active-duty employees, we
introduced a new Military Leave Concierge Service to provide assistance through the four phases of military leave.
Employee Healthcare
J.B. Hunt is committed to supporting the health of its workforce, which includes access to high quality benefits.
Additionally, the Company makes investments to ensure medical premiums remain as stable as possible. In 2022,
our selection of resources available was expanded to support the unique needs of our people and their families.
To create a better work-life balance and enhance the experience of working mothers and fathers, we introduced
new maternity and parental leave options that provided more flexibility to adoptive parents, expectant mothers
and spouses. Fertility specific benefits were added to all medical plans as well. By connecting employees and their
families with Spring Health, confidential therapy sessions, personalized mental wellness plans and medication
management with in-network providers were easily available. Also, we supported our leaders in being able to
navigate mental health on their teams with specific training on how to recognize and connect employees to support
for mental health challenges. Ensuring that all members of our team feel supported is crucial to our culture, so
alternative options for short-term and long-term disability have been implemented for company drivers. This
past year, we prioritized equipping employees to find appropriate healthcare support, assisting with the stress of
navigating medical care. Through our vendor Included Health and support from our case management team, we
were able to help employees ensure complex or life-altering medical needs were met with the best care available
nationally.
Employee Recognition Platform
Celebrating the accomplishments of our teams helps build a culture centered around trust and recognition. Through
our annual employee engagement survey, we learned our employees wanted a better way to recognize one
another. So, in 2023 we invested in our people by launching the Celebrate recognition platform where leaders can
publicly recognize team members, and all our people can publicly recognize each other across the company for
hard work, collaboration, and accomplishments.
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. J.B. Hunt’s Office of Inclusion has
four pillars that guide their work (connection and wellbeing, enablement, empowerment and brand and reach) and a
multi-pronged strategy (office, driver, shop/warehouse). The team works to expand and lead our enterprise inclusion
strategy and help foster a more inclusive culture at J.B. Hunt, including the formation of the Inclusion Council. The
Inclusion Council, a group of influential senior leaders from across the company with a passion for inclusion, was
established in 2022. The work of this group aims to ensure that inclusion remains a key component of creating
an exceptional employee experience and drives how we do business. We built on this work in 2023 by rolling out
inclusion education throughout the company and created better visibility to data via a new inclusion dashboard
where leaders can understand things like engagement scores, training hours and turnover by employee segment.
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J.B. Hunt Transport Services, Inc. Proxy Statement
Summary
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 office personnel are required to complete IP3 training.
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, Asian American Pacific Islanders and the
LGBTQIA+ community and their allies, our ERGs promote camaraderie within the workforce and allow employees
with similar interests to build meaningful work relationships that drive our strategy and impact business. At the end
of 2023, we had more than 5,960 shared members in our ERGs, which is roughly 22% membership increase year-
over-year.
Elevating Employee Voices
Created in 2015, our ELEVATION initiative is a process to find, foster and follow the ideas that make our company
a better place by listening to our employees. Employees at any level, in any business group or in any geographic
location can submit ideas on any topic that they believe will make J.B. Hunt a better organization. All ideas are
evaluated through a formal review process and since the program’s inception, more than 32,000 ideas have
been submitted with over 1,200 being selected for implementation. In 2023, a four-month long campaign entitled
ELEVATION 2.0 was launched to improve the efficiency and productivity of operations, creating cost-competitive
value for our customers. ELEVATION 2.0 was incredibly successful, resulting in over 6,000 ideas submitted across
driver, maintenance and office teams.
We frequently ask for employee feedback through a variety of methods. Every year we conduct a comprehensive
company-wide engagement survey to help us find out how we can improve the employee experience at J.B. Hunt.
Then, we act on the feedback we receive.
Career and Personal Development
J.B. Hunt provides many opportunities for career growth and professional development. In 2022, we implemented
an expansive online library of courses from LinkedIn Learning, an industry leader in online training. Our Talent
Development group is constantly expanding the online courses available in Workday and LinkedIn Learning. This
is in addition to our tuition reimbursement program, which allows employees to pursue relevant degree programs
from accredited colleges or universities. For employees or members of their families seeking to attain their CDL-A
license, J.B. Hunt provides access to a CDL Tuition Assistance Program, allowing them to pursue a role as part of
our fleet of world class drivers. With tuition reimbursement opportunities for full-time employees to paid internships,
we’re proud to support development opportunities for our employees.
In 2023, we introduced the Technician Career Advancement program for all of our tractor, trailer and mobile
technicians in J.B. Hunt shops across the country. In the program, our technicians make their way through different
training modules focused on key areas of equipment maintenance and repairs as well as earning pay raises as you
go. Additionally, J.B. Hunt’s Apprenticeship Program for truck drivers provides paid on-the-job training to recent
CDL-A graduates. Drivers hired into this program train alongside a J.B. Hunt driver trainer for six weeks and after
successful completion of their training, drivers have an opportunity to transition to a full-time position within our fleet.
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J.B. Hunt Transport Services, Inc. Proxy Statement
Summary
J.B. Hunt Scholarship Program for Families
Since launching the J.B. Hunt Scholarship Program
for Families in 2022, J.B. Hunt has provided a total of
$687,500 in educational financial assistance for the
families of J.B. Hunt employees. Every year, the program
awards a total of $250,000 in scholarships to 100
children and grandchildren of our employees across the
country. The application-based scholarship program is
available to dependent children or grandchildren of J.B.
Hunt employees who currently attend or plan to attend
an accredited two or four-year college, trade school or
vocational school. Awards are renewable each year for
up to four years as long as the recipient maintains a 2.5
GPA and full-time enrollment. Applications are open to
family members of J.B. Hunt employees (director level and below) who have been employed by the company for at
least one year.
Recipients of the 2023 J.B. Hunt Scholarship Program for Families
Company Giving
Traditional philanthropic strategies often 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 2023, company and employee contributions toward J.B. Hunt’s company
pillars of Healthcare, Veterans, Crisis Management and Education exceeded $1 million.
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.
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J.B. Hunt Transport Services, Inc. Proxy Statement
Summary
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.
Summary of Nominated Directors
Director Tenure
Director Age
0-10:
11-20:
21+
<60:
60-65
66-69
Other Current Public
Company Boards
Average Board
Position: <1
0 Boards:
1 Board:
Board Size and
Independence
6 Directors are
independent
3 are not independent
Diversity
30% Women Directors
Women:
Men:
Minority:
Board Composition
• All Committees
comprised of
independent directors
• Separate Board
Chairman and CEO
positions*
• Lead independent
director
Meeting Attendance
All current directors attended all of the board meetings and committee meetings on which
each served. There were five Board meetings and 15 committee meetings in 2023.
* Upon his reelection to the Board on April 25, 2024, our current CEO John N. Roberts, III will become executive Chairman of the Board and
serve in both positions until his retirement as CEO of the Company, effective July 1, 2024.
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J.B. Hunt Transport Services, Inc. Proxy Statement
Summary
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 vision
to create the most efficient transportation network in North America. In 2023, J.B. Hunt is proud to have been
recognized with the following:
Recognitions
• Named Top 3PL for the 14th consecutive year by Inbound Logistics
• Named Top 100 Trucker by Inbound Logistics for 14th consecutive year
• Received multiple Quest for Quality Awards from Logistics Management
• Ranked 2nd on Transport Topics Top Dedicated Contract Carriers
• Ranked 5th on Transport Topics Top 100 Logistics Companies
• Ranked 3rd on Transport Topics Top 100 List of Largest For-Hire Carriers
• Named Top 3PL and Cold Storage Provider from Food Logistics for 11th time
• Named to the FreightTech 25 List for 2023 by FreightWaves
• Named one the World’s Most Admired Companies 2023 by Fortune Magazine
• Recognized again as a Top Company for Women to Work for in Transportation by Women in Trucking
• Named Military Friendly Employer by VIQTORY for 17th consecutive year
• Named Top 75 Green Supply Chain Partner (G75) for 13th consecutive year by Inbound Logistics
• Ranked 280 on the Fortune 500 list
• Named One of America’s Greatest Workplaces for Job Starters by Newsweek
• Named One of America’s Greatest Workplaces for Women by Newsweek
• Named One of America’s Greatest Workplaces by Newsweek
• Named One of America’s Greatest Workplaces for Parents and Families by Newsweek
• Named One of America’s Greatest Workplaces for Diversity by Newsweek
• Named One of America’s Best Employers for Women by Forbes
• Named One of America’s Best Large Employers by Forbes
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Proxy Statement
J.B. Hunt Transport Services, Inc. PROPOSALS TO BE VOTED ON AT
THE ANNUAL MEETING
Proposal Number One
Election of Directors
Our Board nominates Francesca M. Edwardson, Sharilyn S. Gasaway, Thad Hill, Bryan Hunt, Persio Lisboa, Patrick
Ottensmeyer, John N. Roberts, III, James L. Robo, and Shelley Simpson as directors to hold office for a term of
one year, expiring at the close of the 2025 Annual Meeting of Shareholders or until their successors are elected
and qualified or until their earlier resignation or removal. Both Patrick Ottensmeyer and Shelley Simpson are new
candidates nominated by the Board at the recommendation of our independent directors. Mr. Ottensmeyer was
appointed to the Board in January 2024 as a nonemployee director, while Ms. Simpson is currently President of
the Company and has been nominated in connection with her appointment as incoming Chief Executive Officer
of the Company effective in July 2024. 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 shareholders as a whole. Biographical information on each of these nominees is set forth below in “Nominees
for Director.”
As further discussed below, two of our current directors, Wayne Garrison and Kirk Thompson, will each transition
to the newly formed role of Honorary Founding Director upon the expiration of their current term as a director at
our 2024 Annual Meeting and, thus, are not standing for reelection to the Board. 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.
The Board of Directors unanimously recommends a
vote FOR each of the director nominees listed herein
INFORMATION YOU NEED TO MAKE AN INFORMED DECISION
Directors And Executive Officers Of The Company
Number of Directors and Term of Directors and Executive Officers
The Second Amended and Restated Bylaws of J.B. Hunt Transport Services, Inc., as amended (the Bylaws), provide
that the number of directors shall not be less than three or more than 12, with the exact number to be fixed by the
Board. In 2023, the Board consisted of nine directors. On January 12, 2024, the Board approved an increase in the
size of the Board to ten directors and appointed Patrick Ottensmeyer to the tenth director position. On February
28, 2024, the Board voted to reduce the number of directors constituting the whole Board back to nine directors,
effective upon the election of directors at the 2024 Annual Meeting. Directors serve a term of one year from their
election date to the Annual Meeting.
Directors are elected by a majority of votes cast with respect to each director, provided that the number of
nominees does not exceed the number of directors to be elected.
At the Company’s Annual Meeting, the shareholders 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.
Proxy Statement
27
J.B. Hunt Transport Services, Inc. Proposal 1
Election of Directors
Nominees For Director
Terms expire 2025
Francesca M. Edwardson
Age: 66
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 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 (Prev. 5 Yrs.): Lincoln Park Zoo (Board Chair)
Family Relationships: None
Sharilyn S. Gasaway
Age: 55
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
28
Proxy Statement
J.B. Hunt Transport Services, Inc. Proposal 1
Election of Directors
Thad (John B., III) Hill
Age: 56
Director Since: 2021
Committees Upon Election: Executive Compensation Committee (Chair), 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
Family Relationships: None
Bryan Hunt
Age: 65
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 Progressive Car Finance, a private company that provides 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.): PowerBand Solutions, Inc.
Other Directorships – Private Organizations (Prev. 5 Yrs.): The New School
Family Relationships: Son of co-founders J.B. and Johnelle Hunt
Proxy Statement
29
J.B. Hunt Transport Services, Inc. Proposal 1
Election of Directors
Persio Lisboa
Age: 58
Director Since: 2023
Committees Upon Election: Audit Committee, Nominating and Corporate Governance
Committee
Principal Occupation: Navistar, Inc. (retired)
Recommendation: The Board has determined that Mr. Lisboa’s business and financial expertise and experience
leading a large global company qualify him to serve as a Director of the Company.
Experience: Mr. Lisboa retired as President and CEO of Navistar, Inc., a global original equipment manufacturer in
the transportation industry, in October 2021. Prior to his ultimate leadership role of the company, Mr. Lisboa’s 35-
year career with Navistar included management positions in sales and marketing, manufacturing, supply chain and
procurement within both domestic and international operations. Mr. Lisboa is a graduate of Pontifícia Universidade
Católica de São Paulo where he received a Bachelor of Science degree in business administration with a marketing
specialization.
Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): James Hardie Industries plc (Chairman of
Remuneration Committee)
Other Directorships – Private Organizations (Prev. 5 Yrs.): Ascendance Trucks, LLC, Allegiance Trucks, LLC
Family Relationships: None
Patrick Ottensmeyer
Age: 66
Director Since: 2024
Committees Upon Election: Compensation Committee, Nominating and Corporate
Governance Committee
Principal Occupation: Kansas City Southern (retired)
Recommendation: The Board has determined that Mr. Ottensmeyer’s business and financial expertise and
experience leading a Class I railroad qualify him to serve as a Director of the Company.
Experience: Mr. Ottensmeyer served as President and CEO of Kansas City Southern (KCS), a Class I railroad, from
2015 to 2023, until the completion of the merger creating Canadian Pacific Kansas City (CPKC) in 2023. From 2008
to 2015, he was executive vice president of sales and marketing at KCS and served as executive vice president and
Chief Financial Officer at the railroad from 2006 to 2008. Mr. Ottensmeyer served as the U.S. Chairman of the U.S.
Chamber of Commerce’s U.S.-Mexico Economic Council (USMXECO) from 2019 to 2023. In this role as leader of
the U.S.-Mexico CEO Dialogue, he was instrumental in representing business interests during the formation of the
United States-Mexico-Canada Agreement (USMCA) from 2017-2020. Mr. Ottensmeyer holds a Bachelor of Science
in Finance from Indiana University.
Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): The Greenbrier Companies
Other Directorships – Private Organizations (Prev. 5 Yrs.): Oaktree Transportation & Infrastructure Fund, U.S. Rail
& Logistics, Watco Companies
Family Relationships: None
30
Proxy Statement
J.B. Hunt Transport Services, Inc. Proposal 1
Election of Directors
John N. Roberts, III
Age: 59
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 past success while serving as the Company’s Chief Executive Officer.
Experience: Mr. Roberts is currently the Company’s Chief Executive Officer, a role he has held since 2010, and will
become executive Chairman of the Board effective upon his reelection to the Board at our 2024 Annual Meeting.
Mr. Roberts plans to retire as Chief Executive Officer of the Company effective July 1, 2024. He will remain Chairman
of the Board following his retirement as Chief Executive Officer. A graduate of the University of Arkansas, he served
as Chief Executive Officer and President of the Company from 2010 to 2022 and as Executive Vice President and
President of Dedicated Contract Services from 1997 to December 31, 2010. Joining the Company in 1989, he began
his career as a Management Trainee and subsequently served as an EDI Services Coordinator, Regional Marketing
Manager for the Intermodal and Truckload business units, Business Development Executive for DCS, and Vice
President of Marketing Strategy for the Company.
Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): None
Other Directorships – Private Organizations (Prev. 5 Yrs.): Federal Reserve Bank of St. Louis, Arkansas Children’s
Northwest
Family Relationships: None
James L. Robo
Age: 61
Director Since: 2002
Committees Upon Election: Nominating and Corporate Governance Committee (Chair),
Executive Compensation Committee, Independent Lead Director
Principal Occupation: Private Investor
Recommendation: The Board has determined that Mr. Robo’s financial expertise, leadership experience, and
business experience gained through his leadership of a large complex corporation, qualify him to continue to serve
as a Director of the Company.
Experience: Mr. Robo is a private investor and former Chairman and Chief Executive Officer of NextEra Energy, Inc.,
a leading clean energy company and NextEra Energy Partners, LP, a growth-oriented limited partnership formed
by NextEra Energy, Inc. to acquire, manage, and own contracted clean energy projects. Mr. Robo served as Chief
Executive Officer of NextEra Energy from 2012 until his retirement in 2022 and as Chairman from 2013 to 2022.
Prior to joining NextEra Energy in 2002, Mr. Robo spent ten years at General Electric Company, serving as President
and Chief Executive Officer of GE Mexico from 1997 until 1999 and as President and Chief Executive Officer of the
GE Capital TIP/ Modular Space division from 1999 until February 2002. From 1984 through 1992, Mr. Robo worked
for Mercer Management Consulting. He received a BA summa cum laude from Harvard College and an MBA from
Harvard Business School, where he was a Baker Scholar.
Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): NextEra Energy, Inc., NextEra Energy Partners, LP
Other Directorships – Private Organizations (Prev. 5 Yrs.): Kayne Anderson BDC, Inc. (Chairman)
Family Relationships: None
Proxy Statement
31
J.B. Hunt Transport Services, Inc. Proposal 1
Election of Directors
Shelley Simpson
Age: 52
Director Since: Director Candidate
Committees Upon Election: None
Principal Occupation: J.B. Hunt Transport Services, Inc.
Recommendation: The Board has determined that Ms. Simpson’s wide-ranging experience in
the industry and nearly 30 years with J.B. Hunt in multiple roles provides significant experience to the Company and
qualify her to serve as a Director of the Company.
Experience: Ms. Simpson has served as the Company’s President since August 2022 and will assume the additional
role of Chief Executive Officer upon Mr. Roberts’s retirement from the position on July 1, 2024. A graduate of the
University of Arkansas, Ms. Simpson joined the Company in 1994 as an hourly Customer Service Representative.
Prior to being named President, she served as Executive Vice President of People and Human Resources from 2020
to 2022, Chief Commercial Officer from 2017 to 2022, and President of Highway Services from 2017 until 2020. She
previously served separately as President of the Company’s Truckload and Integrated Capacity Solutions business
segments as well as the Company’s Chief Marketing Officer.
Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): None
Other Directorships – Private Organizations (Prev. 5 Yrs.): Mercy Health Foundation NWA
Family Relationships: None
32
Proxy Statement
J.B. Hunt Transport Services, Inc. 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 2023 and 2024 Annual Meetings, compensation for nonemployee
directors serving on the Board was as follows:
• an annual retainer of $267,500 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
• an annual retainer of $25,000 paid in cash to the Independent Lead Director
In January 2024, 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 2024 Annual Meeting. All of the following
amounts may be paid in Company stock, cash, or any combination thereof at the election of each director:
• an annual retainer of $280,000
• an annual retainer of $20,000, to each member of the Audit Committee
• an annual retainer of $15,000, to each member of the Executive Compensation Committee
• an annual retainer of $10,000, to each member of the Nominating and Corporate Governance Committee
• an additional annual retainer of $25,000, to the Audit Committee Chairperson
• an additional annual retainer of $25,000, to the Executive Compensation Committee Chairperson
• an additional annual retainer of $10,000, to the Nominating and Corporate Governance Committee
Chairperson
• an annual retainer of $25,000, to the Independent Lead Director
Process for Reviewing and Setting Nonemployee Director Compensation
The Executive Compensation Committee reviews the adequacy and competitiveness of the nonemployee
director compensation program annually and makes recommendations to the full Board for approval. Each year,
the Committee directs its compensation consultant to provide an independent assessment of the Company’s
nonemployee director compensation program. The consultant analyzes and compares the Company’s program
Proxy Statement
33
J.B. Hunt Transport Services, Inc. Proposal 1
Election of Directors
against the same peer group used to benchmark executive officer compensation (see page 55 for further details
about the peer group). The Committee targets total nonemployee director compensation levels at a competitive
range of peer group total compensation. The Committee also considers total aggregate Board compensation and
other factors when making recommendations to the Board for approval.
Chairman of the Board
The role of Chairman of the Board is an employed executive position of the Company. Therefore, the Chairman of
the Board participates in all primary compensation components available to executive officers of the Company as
discussed in our Compensation Discussion and Analysis of this Proxy Statement, with the exception of short-term
cash incentive awards and long-term equity incentive awards. He does not receive any director fees for his service
on the Company’s Board of Directors.
Board of Director Compensation Paid in Calendar Year 2023
Board Member
Francesca M. Edwardson
Wayne Garrison
Sharilyn S. Gasaway
Thad Hill
Bryan Hunt
Persio Lisboa
James L. Robo
Salary
($)
Fees Paid
in Cash
($)
Fees Paid
in Stock
($)
—
—
—
—
—
—
—
30,000
267,350
267,500
—
70,000
267,350
50,000
267,350
267,500
—
110,250
187,247
60,000
267,350
Kirk Thompson
443,799
—
—
Restricted
Share or
Stock
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
All Other
Compensation
($)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Total
($)
297,350
267,500
337,350
317,350
267,500
297,497
327,350
—
—
—
—
—
—
—
12,738(1)
456,537
(1) Includes $170 taxable allowance for annual physical, $3,901 taxable allowance for financial counseling services, $2,010 for gifts and awards, and $6,657 in Company
contributions to 401(k) plan.
In 2023, each nonemployee member of the Board had the choice of receiving his or her base annual retainer of
$267,500 in Company stock, cash, or any combination thereof. Those directors choosing to receive their full retainer
in Company stock received 1,572 shares based on the $170.07 closing market price on April 27, 2023. Persio Lisboa
elected to receive 70% of his retainer in stock, totaling 1,101 shares based on the aforementioned closing market
price. Wayne Garrison and Bryan Hunt elected to receive their annual retainer in cash.
To more closely align his or her interests with those of the shareholders, 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
shareholder election to the Board. All Board members comply with this requirement or are within the applicable
five-year accumulation period.
Nonemployee members of the Board did not participate in either a company-sponsored pension or deferred
compensation plan in calendar year 2023.
34
Proxy Statement
J.B. Hunt Transport Services, Inc.
Executive Officers of The Company
Jennifer R. Boattini, 51, 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, 53, joined the Company in 1998 as a Financial Analyst and currently serves as Senior Vice
President of Finance and Treasurer.
Darren Field, 53, joined the company in 1994 as a Night Dispatcher and currently serves as President of
Intermodal and Executive Vice President.
Spencer Frazier, 53, joined the Company in 1992 as a Management Trainee and currently serves as Executive
Vice President of Sales and Marketing.
Craig Harper, 66, joined the Company in 1992 as Vice President of Marketing and served as Chief Sustainability
Officer and Executive Vice President up to his retirement from that position effective December 31, 2023. He
will continue to serve as a nonemployee consultant to the Company until April 30, 2024. Prior to joining the
Company, Mr. Harper worked for Rineco Chemical Industries as its Chief Executive Officer.
Bradley Hicks, 51, joined the Company in 1996 as a Management Trainee and currently serves as President of
Highway Services and Executive Vice President of People.
Nicholas Hobbs, 61, joined the Company in 1984 as a Management Trainee and currently serves as Chief
Operating Officer, President of Contract Services and Executive Vice President.
David Keefauver, 51, joined the Company in 1995 as a Management Trainee and currently serves as Executive
Vice President of Dedicated Contract Services.
John Kuhlow, 53, joined the Company in 2006 as Assistant Corporate Controller and currently serves as Chief
Financial Officer, Chief Accounting Officer, and Executive Vice President. Prior to joining the Company, he was a
Senior Audit Manager for KPMG LLP. Mr. Kuhlow is a Certified Public Accountant.
Eric McGee, 50, joined the Company in 1998 as a National Account Service Monitor and currently serves as
Executive Vice President of Highway Services.
Stuart Scott, 57, joined the Company in 2016 as Chief Information Officer and Executive Vice President. Prior
to joining the Company, he served as Chief Information Officer at Tempur-Sealy International, Chief Information
Officer at Microsoft and Chief Information Officer for various General Electric businesses.
Brian Webb, 55, joined the Company in 2002 as a Business Development Executive and currently serves as
Executive Vice President of Final Mile Services.
Greer Woodruff, 61, joined the Company in 1987 as a Management Trainee and currently serves as Executive
Vice President of Safety, Sustainability and Maintenance.
Proxy Statement
35
J.B. Hunt Transport Services, Inc. Security Ownership of Management
The following table sets forth the beneficial ownership of the Company’s common stock as of February 20, 2024,
by each of its current and nominated directors, the Named Executive Officers (the NEOs), and all other executive
officers and directors as a group. Unless otherwise indicated in the footnotes below, “beneficially owned” means
the sole or shared power to vote or direct the voting of a security or the sole or shared power to dispose or direct
the disposition of a security.
Owner
Francesca M. Edwardson
Darren Field
Wayne Garrison
Sharilyn S. Gasaway
Thad Hill
Nicholas Hobbs
Bryan Hunt
John Kuhlow
Persio Lisboa
Patrick Ottensmeyer
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)
27,309
26,901
1,184,744
27,772
4,476
107,978
70,697
19,751
1,101
—
314,872
—
108,337
28,259
—
—
—
265
—
168
—
—
—
—
—
52,212
49,656
—
103,945
*
*
1.2
*
*
*
*
*
*
*
*
*
*
*
2.1
All executive officers and directors as a group (23)
2,099,500
*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
Outstanding Balance
5,992
2,665
217,028
8,000
241,284
$500,000
$55,000
$1,155,116
$700,000
$2,410,116
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 103,298,462 shares of common stock outstanding of the Company on February 20, 2024.
36
Proxy Statement
J.B. Hunt Transport Services, Inc. Corporate Governance
We believe that good corporate governance helps to ensure that the Company is managed for the long-term benefit
of our shareholders. 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
Proxy Statement
37
J.B. Hunt Transport Services, Inc. Corporate
Governance
Director Independence
The Board is composed of a majority of directors who satisfy the criteria for independence under the NASDAQ
corporate governance listing standards. In determining independence, each year the Board affirmatively
determines, among other items, whether the directors have no material relationship with the Company or any of its
subsidiaries pursuant to the NASDAQ corporate governance listing standards. When assessing the “materiality” of a
director’s relationship with the Company, if any, the Board considers all relevant facts and circumstances, not merely
from the director’s standpoint, but from that of the persons or organizations with which the director has an affiliation
and the frequency or regularity of the services, whether the services are being carried out at arm’s length in the
ordinary course of business, and whether the services are being provided substantially on the same terms to the
Company as those prevailing at the time from unrelated parties for comparable transactions. Material relationships
can include commercial, banking, industrial, consulting, legal, accounting, charitable, and familial relationships. The
Board also considers any other relationship that could interfere with the exercise of independence or judgment in
carrying out the duties of a director.
Applying these independence standards, the Board has determined that Francesca M. Edwardson, Sharilyn
S. Gasaway, Thad Hill, Persio Lisboa, Patrick Ottensmeyer, 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,
shareholder, 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 general risk oversight
of the Company; however, each committee of the Board administers various aspects of the risk oversight function,
including with respect to certain specific risk areas. For example, the Audit Committee reviews with management
and the internal auditor the Company’s risk management policies and processes and oversees the Company’s
major financial risk exposures, cybersecurity risks and any fraud risks. The Compensation Committee monitors and
annually evaluates any risks with respect to the Company’s executive compensation arrangements. The Nominating
and Corporate Governance Committee oversees the Company’s social and environmental risks. 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.
38
Proxy Statement
J.B. Hunt Transport Services, Inc. Corporate
Governance
Director Recommendations by Shareholders
In addition to recommendations from Board members, management, or professional search firms, the Corporate
Governance Committee will consider director candidates properly submitted by shareholders 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, shareholders 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 2025 Annual Meeting
of Shareholders, director candidates must be submitted to the Company’s Corporate Secretary on or before
November 14, 2024. Director candidates submitted by shareholders must contain at least the following information:
• the name and address of the shareholder or group of shareholders making the recommendation
(Recommending Shareholder),
• the number of shares of the Company’s common stock beneficially owned by the Recommending Shareholder
and the dates such shares were purchased,
• if the Recommending Shareholder 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 Shareholder and the
Candidate, if any, or any other person pursuant to which the Recommending Shareholder is making the
recommendation.
In addition, the Recommending Shareholder 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 shareholders 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 Shareholder 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 Shareholder intends to maintain such ownership throughout the Candidate’s term as director,
and
• the Recommending Shareholder 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.
Proxy Statement
39
J.B. Hunt Transport Services, Inc. Corporate
Governance
For a complete list of the information that must be included in director recommendations submitted by
shareholders, 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 Shareholder 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 shareholder desires to nominate a director candidate for election at the Annual Meeting to be included in
the Company’s proxy materials (using “proxy access”) but does not intend to recommend the candidate for
consideration by the Corporate Governance Committee as part of the Board’s slate of director nominees, such
shareholder must comply with the procedural and informational requirements described in Section 2.14 of the
Company’s Bylaws. If a shareholder 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 as
part of the Board’s slate of director nominees or to use the proxy access provisions to include the candidate in
the Company’s proxy materials for the Annual Meeting, such shareholder must comply with the procedural and
informational requirements described in Section 2.13 of the Company’s Bylaws. A copy of the Company’s Bylaws
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, shareholders, 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 shareholders 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,
40
Proxy Statement
J.B. Hunt Transport Services, Inc.
Corporate
Governance
• 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.
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:
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
Thad Hill – financial expertise in capital markets and business experience managing a diverse and geographically
dispersed workforce
Persio Lisboa – financial expertise and business experience leading a large global corporation in the transportation
equipment industry
Patrick Ottensmeyer – business and financial experience in the railroad industry and international markets
James L. Robo – financial expertise, leadership experience, and business experience related to equipment and the
transportation industry
Mr. Hunt, Mr. Roberts, and Ms. Simpson, as nonindependent directors, have extensive work experience and history
with the Company. 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.
Proxy Statement
41
J.B. Hunt Transport Services, Inc. Corporate
Governance
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 40% or
more 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.
The table below highlights the current gender identity and demographic background of the members of the Board,
in compliance with Nasdaq’s Listing Rule 5606:
Board Diversity Matrix (As of February 20, 2024)
Total Number of Directors: 10*
Part I: Gender Identity
Directors
Part II: Demographic Backgrounds
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
LGBTQIA+
Did Not Disclose Demographic Background
*Consists of current directors.
Female
Male
Non-Binary
Did Not Disclose
Gender
2
—
—
—
—
—
2
—
8
—
—
—
1
—
7
—
—
—
—
—
—
—
—
—
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 shareholders’ 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. In addition, the Board established over a decade ago
the position of Independent Lead Director. We believe having an Independent Lead Director further strengthens
42
Proxy Statement
J.B. Hunt Transport Services, Inc.
Corporate
Governance
the Board’s independent decision-making by having a designed lead director to chair executive sessions of the
independent directors, facilitate communication between the Chairman, the CEO, and the independent directors, as
appropriate, and serve as a general liaison between the independent directors and management.
Communications With the Board
Shareholders 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 shareholder 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.
Board Meetings and Annual Meeting Attendance
The Board held five scheduled meetings during the 2023 calendar year. All current directors attended all of the
Board meetings and committee meetings on which each served during 2023. All nine current Board members
that were nominated for election in 2023 attended the 2023 Annual Meeting of 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, as well as the Annual Meeting of
Shareholders.
Board Committees
Standing committees of the Board include the Audit, Executive 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 2023:
Director
Francesca M. Edwardson
Sharilyn S. Gasaway
Thad Hill
Persio Lisboa
James L. Robo
Number of Meetings in 2023
Audit
X
Chair
X
9
Executive
Compensation
Corporate Governance
X
Chair
X
3
X
X
X
X
Chair
3
Proxy Statement
43
J.B. Hunt Transport Services, Inc. Corporate
Governance
The Board appointed Patrick Ottensmeyer as a tenth director and a member of the Executive Compensation
Committee on January 12, 2024. On January 18, 2024, the Corporate Governance Committee recommended, and
the Board approved, the following committee assignments for the annual period beginning after our 2024 Annual
Meeting:
Director
Francesca M. Edwardson
Sharilyn S. Gasaway
Thad Hill
Persio Lisboa
Patrick Ottensmeyer
James L. Robo
Audit
X
Chair
X
Executive
Compensation
Corporate Governance
X
Chair
X
X
X
X
X
X
X
Chair
Honorary Founding Director
On February 28, 2024, the Board of Directors established the position of Honorary Founding Director and
appointed Wayne Garrison and Kirk Thompson to this position effective upon their retirement from the Board
at our 2024 Annual Meeting. An Honorary Founding Director serves as an advisor to the Board and executive
Management in an employee capacity reporting to the Chairman of the Board.
Upon invitation by the Board, an Honorary Founding Director may attend all meetings of the Board of Directors
and its committees, excluding executive sessions, and will receive access to information and materials provided
to the Board. Honorary Founding Directors are not entitled to vote on or consent to any action of the Board or be
considered in determining whether a quorum of the Board is present. An Honorary Founding Director does not
have any responsibilities of and is not deemed to be a member of the Board of Directors. Each Honorary Founding
Director serves until his resignation or removal by a vote of the majority of the Board of Directors.
44
Proxy Statement
J.B. Hunt Transport Services, Inc. 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,
Proxy Statement
45
J.B. Hunt Transport Services, Inc. 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
Securities and Exchange Commission (SEC) requirements. The Board has also determined that the majority of
the members of the Audit Committee have the attributes of an audit committee financial expert as defined by the
SEC. The Board determined that these members acquired such attributes through their experience in preparing,
auditing, analyzing, or evaluating financial statements, or actively supervising one or more persons engaged in such
activities, and their experience of overseeing or assessing the performance of companies and public accountants
with respect to preparation, auditing, or evaluation of financial statements. For additional information concerning the
Audit Committee, see “Report of the Audit Committee” set forth below.
46
Proxy Statement
J.B. Hunt Transport Services, Inc. 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 the other executive officers,
determine and approve base salary compensation of the Company’s executive officers,
determine and approve annual equity-based awards for the Company’s officers, as defined under Section 16 of
the Securities Exchange Act of 1934, as amended (the Exchange Act), with the exception of the Chairman of the
Board and the Chief Executive Officer,
evaluate and recommend to the independent members of the Board, for their approval, base salary and annual
equity-based awards for the Chairman of the Board and the Chief Executive Officer,
review annually and recommend to the Board the compensation for members of the Board,
review and approve the annual performance goals and objectives of the Company’s executive officers,
including the Chief Executive Officer,
establish and certify the achievement of performance goals,
oversee the Company’s incentive compensation and equity-based compensation plans,
assess the adequacy and competitiveness of the Company’s executive and director compensation programs,
review and discuss with management the Compensation Discussion and Analysis and recommend whether
such analysis should be included in the Proxy Statement filed with the SEC,
produce an Annual Report on executive compensation for inclusion in the Company’s Proxy Statement,
review and approve any employment agreements, severance agreements or arrangements, retirement
arrangements, change in control agreements/provisions, and any special or supplemental benefits for each
officer of the Company,
approve, disapprove, modify, or amend any non-equity compensation plans designed and intended to provide
compensation primarily for officers,
• make recommendations to the Board regarding adoption of equity-based compensation plans,
•
•
•
•
•
administer, modify, or amend equity-based compensation plans,
review and recommend to the Board the frequency with which the Company will conduct Say on Pay Votes
required by Section 14A of the Exchange Act, and review and approve any proposals related thereto,
review annually whether the Company’s executive compensation arrangements could create any material risks
to the Company and evaluate policies and practices that could mitigate any such risk,
determine stock ownership guidelines for the executive officers, recommend stock ownership guidelines for the
Chairman of the Board, the Chief Executive Officer, and members of the Board, and monitor compliance with
such guidelines, and
otherwise comply with its responsibilities and duties as set forth in the Company’s Compensation Committee
Charter.
None of the individuals currently serving or nominated to serve on the Compensation Committee has ever been
an officer or employee of the Company. The Board has determined that all current and nominated members of the
Compensation Committee satisfy the independence requirements of the NASDAQ corporate governance listing standards.
Proxy Statement
47
J.B. Hunt Transport Services, Inc. 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 and risks,
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
48
Proxy Statement
J.B. Hunt Transport Services, Inc. Corporate
Governance
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.
Corporate Governance Guidelines
The Board has adopted Corporate Governance Guidelines and policies to assist it in exercising its responsibilities
to the Company and its shareholders. These guidelines and policies address, among other items, director
qualifications and responsibilities, Board Committees, and nonemployee director compensation.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires each director, officer, and any individual beneficially owning more than
10% of the Company’s common stock to file with the SEC reports of security ownership and reports on subsequent
changes in ownership. These reports are generally due within two business days of the transaction giving rise to
the reporting obligation.
To the Company’s knowledge, based solely on a review of such reports filed electronically with the SEC and written
representations from the reporting persons that no other reports were required, all Section 16(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 shareholder 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 2023. The first earned $363,432 and the second earned $259,787 in 2023 compensation. Jennifer
R. Boattini’s former husband was employed by the Company in calendar year 2023 and earned $561,192 in 2023
compensation.
During 2023, the Company earned $42.8 million in revenue for transportation services provided to its customer
Simmons Foods, Inc. The brother of John Roberts, Chief Executive Officer, is employed by Simmons Foods, Inc. as
a Senior Vice President – Marketing, Business Development & Sales Operations, Pet Food. Mr. Roberts was not
involved in the solicitation or establishment of these services, which were provided at arm’s length in the ordinary
course of business and were provided substantially on the same terms as those of unrelated parties for comparable
transactions.
Additionally during 2023, the Company procured $1.5 million in third-party purchased transportation services from
Prosport Express, Inc. The son of John Roberts, Chief Executive Officer, is a Director of Sales at Prosport Express.
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.
Proxy Statement
49
J.B. Hunt Transport Services, Inc. Corporate
Governance
On February 28, 2024, the Board of Directors appointed two of our current directors, Wayne Garrison and Kirk
Thompson, to a newly established position of Honorary Founding Director effective upon their retirement from
the Board at our 2024 Annual Meeting. Each Honorary Founding Director will serve as an advisor to the Board
and executive Management in an employee capacity reporting to the Chairman of the Board and will receive
annual compensation in an amount to be determined from time to time by the Chairman of the Board. The initial
annual compensation for each Honorary Founding Director will be determined prior to our 2024 Annual Meeting
and will consist of an annual salary, along with general health and welfare benefits as provided to other Company
employees.
Compensation Committee Interlocks and Insider Participation
During the 2023 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.
50
Proxy Statement
J.B. Hunt Transport Services, Inc. Principal Shareholders 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, 2023. Unless otherwise indicated in the footnotes below, “beneficially owned”
means the sole or shared power to vote or direct the voting of a security or the sole or shared power to dispose or
direct the disposition of a security.
Name and Address
Number of Shares
Percent of Class
Johnelle Hunt(1)
3333 Pinnacle Hills Parkway
Rogers, AR 72756
The Vanguard Group(2)
100 Vanguard Blvd.
Malvern, PA 19355
BlackRock, Inc.(3)
50 Hudson Yards
New York, NY 10001
T. Rowe Price Investment Management, Inc.(4)
101 East Pratt Street
Baltimore, MD 21202
18,326,484
9,397,670
6,597,065
5,456,835
17.8%
9.5%
6.4%
5.3%
(1) Based on the shareholder’s Form 5, filed with the SEC on February 12, 2024.
(2) Based on the most recent SEC filing by The Vanguard Group on Schedule 13G/A dated February 13,2024. Of the total shares shown, the
nature of beneficial ownership is as follows: sole voting power, zero shares; shared voting power, 104,629 shares; sole dispositive power,
9,397,670 shares; and shared dispositive power, 346,998 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 BlackRock, Inc. on Schedule 13G/A dated January 29, 2024. Of the total shares shown, the nature of
beneficial ownership is as follows: sole voting power, 5,950,344, shares; shared voting power, zero shares; sole dispositive power, 6,597,065
shares; and shared dispositive power, zero shares. The Company makes no representation as to the accuracy of the information reported in
such beneficial ownership reports.
(4) Based on the most recent SEC filing by T. Rowe Price Investment Management, Inc. on Schedule 13G dated February 14, 2024. Of the total
shares shown, the nature of beneficial ownership is as follows: sole voting power, 2,344,193 shares; shared voting power, zero shares; sole
dispositive power, 5,456,835 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.
Proxy Statement
51
J.B. Hunt Transport Services, Inc. Executive Compensation
Compensation Discussion and Analysis
Introduction
This Compensation Discussion & Analysis (CD&A) provides information regarding the compensation paid to our
Chief Executive Officer, Chief Financial Officer, and certain other executive officers who were the most highly
compensated in calendar year 2023. These individuals, referred to collectively as “named executive officers” or
NEOs, are identified below:
•
•
•
John N. Roberts, III – Chief Executive Officer
John Kuhlow – Chief Financial Officer, Chief Accounting Officer, and Executive Vice President
Shelley Simpson – President
• Nicholas Hobbs – Chief Operating Officer, President of Contract Services, and Executive Vice President
• Darren Field – President of Intermodal and Executive Vice President
The Executive Compensation Committee (the Compensation Committee) operates under a written charter adopted
by the Board, a copy of which is available on the “Corporate Governance” page of the “Environmental, Social and
Governance Reporting” 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 shareholders and the “say-on-pay” and “say-
on-pay” frequency proposals to be included in the Proxy Statement, and
reviews and discusses whether the Company’s executive compensation arrangements could create any
material risks to the Company.
52
Proxy Statement
J.B. Hunt Transport Services, Inc. Executive
Compensation
The Chairman of the Board recommends to the Compensation Committee the form and amount of compensation to
be paid to the Chief Executive Officer. The Chief Executive Officer provides recommendations to the Compensation
Committee regarding the form and amount of compensation to be paid to the other executive officers. Additionally,
the Chairman of the Board, the Chief Executive Officer, President, and the Chief Financial Officer regularly attend
Compensation Committee meetings, except for executive sessions. Upon request, management has provided to the
Compensation Committee historical and prospective breakdowns of primary compensation components for each
executive officer, wealth accumulation analyses, and internal pay equity analyses, as described in more detail below.
At our 2023 Annual Meeting, the shareholders approved, on an advisory basis, the compensation of the named
executive officers (97.4% of votes cast). The Compensation Committee believes this level of shareholder 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 2024 and has determined that these policies and decisions
are appropriate and in the best interests of the Company and its shareholders at this time. In addition, at our 2023
Annual Meeting, the shareholders voted for approval of a frequency of holding advisory votes every year with
respect to named executive officer compensation (98.2% of votes cast). Accordingly, an advisory vote on executive
compensation has been included as Proposal Number Two within this Proxy Statement.
In 2023, 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 2023. 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 executive officers’ base salaries.
Management also advises the full Board, including the Compensation Committee members, throughout the year of
any new issues and developments regarding executive compensation.
Proxy Statement
53
J.B. Hunt Transport Services, Inc. Executive
Compensation
Compensation Philosophy and Principles
The Compensation Committee acknowledges that the transportation industry is highly competitive and that
experienced professionals have career mobility. The Company believes that it competes for executive talent with a
large number of companies, some of which have significantly larger market capitalizations and others of which are
privately owned. Retention of key talent remains critical to our success. The Company’s need to focus on retention
is compounded by its size and geographic location. The Company’s compensation program is structured to attract,
retain, and develop executive talent with the ability to assume a broad span of responsibilities and successfully
lead complex business units to market-leading positions in the industry. The Compensation Committee believes
that the ability to attract, retain, and provide appropriate incentives for professional personnel, including the senior
executive officers and other key employees of the Company, is essential to maintaining the Company’s leading
competitive position, thereby providing for the long-term success of the Company. The Compensation Committee’s
goal is to maintain compensation programs that are competitive within the transportation industry. Each year, the
Compensation Committee reviews the executive compensation program with respect to external competitiveness
and linkage between executive compensation and creation of shareholder 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 shareholders’ 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 shareholders 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.”
54
Proxy Statement
J.B. Hunt Transport Services, Inc. Executive
Compensation
The Company’s executive compensation program is designed to reward the achievement of initiatives regarding
growth, productivity, and people, including:
•
setting, implementing, and communicating strategies, goals, and objectives to ensure that the Company grows
revenue and earnings at rates that are comparable to or greater than those of our peers and that create value
for our shareholders,
• motivating and exhibiting leadership that aligns the interests of our employees with those of our shareholders,
•
•
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 shareholders, and
•
implementing a discipline of compliance and focusing on the highest standards of professional conduct.
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.
Knight-Swift Transportation Holdings, Inc. Norfolk Southern Corporation
Old Dominion Freight Line, Inc.
Republic Services Inc.
Ryder System, Inc.
Schneider National Inc.
Stericycle Inc.
Union Pacific Corporation
Waste Management Inc.
XPO, Inc.
No changes were made to the peer group in 2023.
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 shareholder
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
Proxy Statement
55
J.B. Hunt Transport Services, Inc. Executive
Compensation
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
shareholders. 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.
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 shareholders 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 shareholders have been approved, with the last approval occurring
at our Annual Meeting of Shareholders held in 2017. As of December 31, 2023, there were 44 million shares of
common stock authorized for issuance under the MIP, of which approximately 3.9 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 2023, annual award grants totaling 345,224 units
were made on January 19, 2023, the date of the first-quarter Board meeting of 2023. Grants have been made in
months other than the annual award dates on a limited basis. The limited exceptions to this grant-date practice have
included, for example, the hiring or the promotion of an employee into a stock-eligible position.
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
56
Proxy Statement
J.B. Hunt Transport Services, Inc. Executive
Compensation
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
Section 162(m) of the Internal Revenue Code, as amended (the Code), places a limit of $1 million on the amount
of compensation the Company may deduct for federal income tax purposes in any one year with respect to the
Company’s Chief Executive Officer, the Chief Financial Officer, and the next three most highly compensated
executive officers whose compensation is required to be disclosed in the Company’s annual Proxy Statement (the
Covered Employees).
In reviewing the effectiveness of the Company’s compensation program, the Compensation Committee considers
the anticipated tax treatment to the Company and to its executives of various payments and benefits. Additionally,
the deductibility of certain compensation payments depends upon the timing of an executive’s vesting or exercise
of previously granted awards, as well as interpretations and changes in the tax laws and other factors beyond
the Compensation Committee’s control. For these and other reasons, including the need to maintain flexibility in
compensating executive officers in a manner designed to promote varying corporate goals, the Compensation
Committee generally does not limit executive compensation to that which is deductible under the Code. The
Company has not adopted a policy with regard to the deductibility of executive compensation.
In 2023, the following compensation paid was not deductible by the Company:
John N. Roberts, III $11,914,585
1,027,430
John Kuhlow
6,201,686
Shelley Simpson
5,332,524
Nicholas Hobbs
2,350,256
Darren Field
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.
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 shareholders and in each succeeding annual proxy statement while the
shares are pledged. See “Security Ownership of Management” on page 36 of this Proxy Statement.
Proxy Statement
57
J.B. Hunt Transport Services, Inc. Executive
Compensation
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, 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 shareholders, 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
President
Executive Vice Presidents
Senior Vice Presidents
Vice Presidents
Ownership Multiple
of Base Salary
6 times
6 times
3.5 times
2.75 times
2.5 times
The Compensation Committee has determined that 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.
58
Proxy Statement
J.B. Hunt Transport Services, Inc. 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 has a written policy for the recovery of erroneously awarded incentive-based compensation, in
accordance with the NASDAQ and SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection
Act. Under the policy, in the event the Company is required to prepare a restatement of its financial statements due
to its material noncompliance with any financial reporting requirement under the securities laws, the Company will
recoup any incentive-based compensation paid to the Company’s executive officers that exceeds the amount that
would have been paid had such compensation amount been determined based on the restated financial statement.
A copy of the policy is included as an exhibit to the Company’s Annual Report on Form 10-K. In 2023, the Company
was not required to complete a restatement that required recovery of incentive-based compensation, and there
was no outstanding balance of excess incentive-based compensation related to any prior restatement. 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.
Proxy Statement
59
J.B. Hunt Transport Services, Inc. Executive
Compensation
2023 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 67 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
Purpose
Company Bonus Plan (Cash)
Annual bonus plan based on operating income, with bonus
payouts calculated as a percentage of base salary
To encourage individuals with greater
roles and the abilities to directly impact
strategic direction and long-term results
Performance-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
To encourage executive officers to
focus on the Company’s long-range
growth and development and
incent them to manage from the
perspective of shareholders with a
meaningful stake in the Company,
as well as to focus on long-term
career orientation
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.
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Proxy Statement
J.B. Hunt Transport Services, Inc. Executive
Compensation
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, due to the nature of our
bonus plan 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 plan, which is directly tied to operating income growth and the issuance of
performance-based restricted share units. Equity-based awards from the MIP vest over a time period usually from
three 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 or other identified metrics,
• size and complexity of the business,
• experience,
• strengthening of competitive position,
• analysis of competitive compensation practices, and
• assessment of the Company’s performance.
Where possible, the above criteria were compared with the peer group selected as well as the Chief Executive
Officer’s and the President’s input for their direct reports and the Chairman of the Board’s input for the Chief
Executive Officer.
Proxy Statement
61
J.B. Hunt Transport Services, Inc. Executive
Compensation
Base Salary
The Compensation Committee believes that competitive levels of cash compensation, together with equity-
based and other incentive programs, are necessary for motivating and retaining the Company’s executives.
Salaries provide executives with a base level of monthly income and help achieve the objectives outlined above
by attracting and retaining strong talent. Base salaries are evaluated annually for all executive officers, including
the Chief Executive Officer. Generally, base salaries are not directly related to specific measures of corporate
performance, but are determined by the relevance of experience, the scope and complexity of the position, current
job responsibilities, retention, and relative salaries of the peer group members. The Compensation Committee
generally approves annual increases in base salaries but may elect not to increase an executive officer’s annual
salary and has so elected in prior years. If warranted, the Compensation Committee may approve other increases in
base salary where an executive officer takes on added responsibilities or is promoted.
In January 2023 and 2024, 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 increase listed below for John N. Roberts, III, and the
Compensation Committee approved the salary increases listed below for the remaining NEOs.
John N. Roberts, III (1)
John Kuhlow
Shelley Simpson (1)
Nicholas Hobbs
Darren Field
2022 Salary
($)
980,000
475,000
725,000
625,000
525,000
2023 Salary
($)
1,000,000
525,000
800,000
675,000
575,000
Increase
For 2023
(%)
2.0
10.5
10.3
8.0
9.5
2024 Salary
($)
1,033,000
541,800
826,400
700,000
595,000
Increase
For 2024
(%)
3.3
3.2
3.3
3.7
3.5
(1) On February 28, 2024, the Board appointed John N. Roberts, III to assume the role of executive Chairman of the Board, upon Mr.
Thompson’s retirement from the Board effective as of the Company’s 2024 Annual Meeting of Shareholders. In addition, the Board appointed
Shelley Simpson to serve as Chief Executive Officer of the Company upon the retirement of Mr. Roberts from the position effective July 1,
2024. As a result of these changes, the independent Board members approved new annual salaries effective July 1, 2024, of $826,400 for
Mr. Roberts and $900,000 for Ms. Simpson, a 20.0% decrease and 8.9% increase, respectively, when compared to their current 2024 salaries
reported above.
Annual Bonus Award
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. When management presents its budget for the year, the Compensation Committee establishes
a matrix of reported results with corresponding bonus payout levels. These forecasted revenue and earnings
results are based on customer freight trends, strategies for growth and controlling costs, and corporate strategies
to maximize shareholder return. Once presented to the Board, the financial budget and bonus plan matrix remains
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 matrix.
The Compensation Committee has, from time to time, utilized a second bonus plan, referred to as the Performance
Growth Incentive (PGI) plan, tied to year-over-year revenue growth and EBT, but discontinued this plan for 2023.
62
Proxy Statement
J.B. Hunt Transport Services, Inc. Executive
Compensation
Annual Bonus Payout
For 2023, the company bonus plan was based on annual reported operating income and consisted of a single
payout to be made in January 2024 based on the full year 2023 operating income matrix approved by the
Compensation Committee. The established matrix consisted of operating income ranging from $1.24 billion to $1.7
billion, translating to annual bonus payout percentages ranging from 15% to 185% of the Chief Executive Officer’s
and the President’s base salaries and 15% to 160% of all other NEO’s base salary.
The 2023 annual bonus payout targets compared with actual reported operating income and actual payout
percentages were as follows:
Operating Income ($) (millions)
Bonus Payout % of Salary
Period
Min.
Target
Max.
Reported
Annual (CEO & President)
Annual (All Other NEOs)
1,243
1,243
1,462
1,462
1,681
1,681
993
993
Min.
15.0
15.0
Target
105.0
80.0
Max.
Actual
185.0
160.0
-
-
No annual payout was made under the company bonus plan for 2023, as actual operating income for 2023 did not
meet the targeted performance range.
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 shareholders’ 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 NEOs. The awards for the Company’s Chairman of the Board and Chief Executive
Officer are presented for final approval to the Company’s independent Board members. The Compensation
Committee believes that performance-based restricted share units must be sufficient in size to provide a strong,
long-term performance and retention incentive for executives and to increase their vested interest in the Company.
Performance-based restricted share units are used as long-term incentives because they are less dilutive to shares
outstanding and to profits. Performance-based restricted share units generally vest over a time period ranging from
three to ten years.
For 2023, the Compensation Committee granted two types of performance-based restricted share units to the
NEOs of the Company: those based on operating income and those based on ROIC/EBITDA. Three-fourths of the
annual NEO restricted share units awarded are subject to future annual operating income targets with incremental
vesting, consistent with past awards, while the remaining one-fourth are contingent on two additional metrics
measured cumulatively over three years with single cliff vesting at the end of the three-year performance period.
For grants based on operating income, each grant typically vests incrementally over a vesting schedule ranging
from three 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.
Proxy Statement
63
J.B. Hunt Transport Services, Inc. Executive
Compensation
For grants based on ROIC/EBITDA, one-half of the three-year cliff vesting portion (one-eighth of the total award)
is contingent on the Company’s attainment of a predetermined range of future earnings before interest, taxes,
depreciation, and amortization (EBITDA) targets. The vesting range requires a minimum threshold of EBITDA to be
met before any vesting occurs. Depending on the extent to which actual EBITDA exceeds the minimum threshold of
the range, the ultimate vesting of the awards can range from 0% to 150% of the original units granted. The remaining
one-eighth portion of the total annual award is contingent on the Company’s attainment of a targeted three-year
return on invested capital (ROIC) relative to the ROIC consistently calculated for the same reporting periods for each
company included in the following additional independent peer group of 13 transportation and logistics companies
in the national marketplace:
CH Robinson Worldwide, Inc.
CSX Corporation
Expeditors Int’l of Washington, Inc.
Forward Air Corporation
Hub Group, Inc.
Knight-Swift Transportation Holdings, Inc.
Landstar System, Inc.
Norfolk Southern Corporation
Old Dominion Freight Line, Inc.
Ryder System, Inc.
Schneider National Inc.
Union Pacific Corporation
XPO, Inc.
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.
2023 NEO Restricted Share Unit Awards Summary
Operating Income Performance-Based Units
EBITDA Performance-Based Units
ROIC Performance-Based Units
64
Proxy Statement
J.B. Hunt Transport Services, Inc. Executive
Compensation
The Compensation Committee believes that restricted share units are currently more effective than stock options
in achieving the Company’s compensation objectives, as these grants are subject to less market volatility and are
less dilutive to shareholders. NEOs realize immediate value as restricted share units vest, with such value increasing
as the Company’s stock performance increases. Cash dividends are not paid and there are no voting rights on
unvested restricted share units.
In determining the number of performance-based restricted share unit grants for each NEO, the Compensation
Committee reviewed peer market data provided by Meridian and a detailed analysis of each NEO’s vested and
unvested stock holdings. In considering unvested stock holdings, the Committee reviewed a forecast of the timing
of potential future restricted stock unit vesting for each NEO over the next ten years.
The Compensation Committee subjectively considered the following objectives (without any particular weighting)
when determining the form and amount of performance-based restricted share units granted to NEOs in 2023:
• align NEOs’ long-term interests with those of the Company’s shareholders,
• 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.
Proxy Statement
65
J.B. Hunt Transport Services, Inc. Executive
Compensation
The Compensation Committee and/or independent directors approved the following performance-based restricted
share unit grants, which are recorded based on target performance levels:
John N. Roberts, III
John Kuhlow
Shelley Simpson
Nicholas Hobbs
Darren Field
Annual Operating Income
Performance-Based Units (#)
Annual ROIC/EBITDA(1)
Performance-Based Units (#)
Total Fair Value ($)
30,027
8,115
16,231
9,738
9,738
10,009
2,705
5,410
3,246
3,246
7,204,478
1,947,059
3,894,298
2,336,471
2,336,471
(1) One-half of these annual restricted share units are based on ROIC targets and another one-half are based on EBITDA targets, as further
discussed in this section above.
The fair value of the awards was based on a 2.64% discount from the Company’s closing stock price of $184.83 on
January 19, 2023. The discount represents 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 2023 NEO annual awards shown above vest in annual increments over four years, beginning January 31, 2024,
or cliff vest on March 31, 2026, subject to the Compensation Committee’s certification of the Company’s attainment
of predetermined operating metrics.
For the first tranche of three-year ROIC/EBITDA awards granted to the named executive officers in 2020, the
Compensation Committee certified in March 2023 that the Company achieved an EBITDA compound annual growth
rate of 17.0% and ROIC relative to the peer group at the 67.9th percentile for the three-year performance period
ended December 31, 2022. These compared to a targeted EBITDA compound annual growth rate range of 5-10%
and a targeted ROIC range relative to the peer group at the 50th-100th percentile. As a result, the EBITDA portion of
the 2020 awards vested at the 150.0% level and the ROIC portion of the awards vested at the 135.8% level on March
31, 2023. The annual installment of the previously granted operating income-based awards also vested on January
31, 2023 based on the Company’s 2022 operating income of $1.33 billion.
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
66
Proxy Statement
J.B. Hunt Transport Services, Inc. Executive
Compensation
nondiscriminatory basis. The Company matches certain employee contributions to the 401(k) plan. The Company
provides no postretirement medical or supplemental retirement benefits to its employees.
The Company also provides vacation, sick leave, and other paid holidays to employees, including the NEOs, that
are comparable to those provided at other transportation companies. The Company’s commitment to provide
employee benefits is due to our recognition that the health and well-being of our employees contributes directly to
a productive and successful work life that produces better results for the Company and for its employees.
The Company may provide executive officers a taxable allowance of up to $5,000 per calendar year for an annual
physical and ordinary and necessary travel, meals and lodging in connection with the physical. Alternatively,
the Company may offer executive officers the opportunity to participate, on a voluntary basis, in an executive
health program where the Company will pay the costs, up to $5,000 annually, related to a comprehensive health
assessment to address the executive’s overall medical needs and assess health risks. This benefit is available only
for actual expenses up to $5,000 incurred by the executive officer during the calendar year in which the benefit is
provided.
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 and airline/rental car club
memberships to certain of its executive officers. These memberships are valued based on the actual costs of
the membership, including dues, regardless of whether use was personal or business. The Company also offers
executive officers security services, available for primary and secondary residences, in the form of home security
systems, monitoring services, or security consulting, the benefit of which is also based on the actual third-party
cost or actual time spent and employment cost incurred. Each executive officer is also assigned an administrative
assistant who, from time to time, may provide administrative support for personal matters of the executive officer,
the benefit of which is based on the actual time spent and employment cost incurred. In addition, as with other
members of senior management, executive officers may utilize tickets to entertainment or social events provided to
the Company in connection with a corporate sponsorship or charitable contribution, at no incremental cost to the
Company.
Proxy Statement
67
J.B. Hunt Transport Services, Inc. Executive
Compensation
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 shareholders 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.
68
Proxy Statement
J.B. Hunt Transport Services, Inc. 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, 2023, for services rendered to the Company. These officers are referred to as the
NEOs in this Proxy Statement.
Name and
Principal
Position
John N.
Roberts, III
CEO
John Kuhlow
CFO, CAO,
and EVP
Shelley
Simpson
President
Nicholas Hobbs
COO, President
of Contract
Services, and EVP
Darren Field
President of
Intermodal
and EVP
Year
2023
2022
2021
2023
2022
2021
2023
2022
2021
2023
2022
2021
2023
2022
2021
Stock
Awards
($)(2)
Option
Awards
($)(2)
Non-Equity
Incentive Plan
Compensation
($)(1)
Salary
($)(1)
997,692
7,204,478
975,385
6,592,523
937,115
6,042,085
519,231
1,947,059
466,346
1,806,680
400,000
1,702,642
791,346
3,894,298
660,577
7,080,985
600,000
2,043,170
669,231
2,336,471
622,116
2,197,377
600,000
2,043,170
569,231
2,336,471
516,346
2,197,377
444,231
2,043,170
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,631,700
1,786,000
—
672,125
660,000
—
1,051,029
990,000
—
884,375
990,000
—
742,875
742,500
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
All Other
Compensation
($)
Total
($)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
54,163
8,256,333
40,847
9,240,455
36,681
8,801,881
30,352
2,496,642
14,233
2,959,384
10,400
2,773,042
27,868
4,713,512
24,468
8,817,059
33,631
3,666,801
31,447
3,037,149
21,801
3,725,669
28,212
3,661,382
19,221
2,924,923
24,351
3,480,949
20,665
3,250,566
(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 (three 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 2023, 2022, or 2021.
Proxy Statement
69
J.B. Hunt Transport Services, Inc. Executive
Compensation
Components of All Other Compensation for Calendar Year 2023
Name
John N. Roberts, III
John Kuhlow
Shelley Simpson
Nicholas Hobbs
Darren Field
Perquisites and Other
Personal Benefits
($)
44,263
20,771
17,968
21,547
11,204
Company Contributions
to 401(k) Plan
($)
9,900
9,581
9,900
9,900
8,017
Restricted Share Units
Accelerated Vesting
($)
—
—
—
—
—
Total
($)
54,163
30,352
27,868
31,447
19,221
Components of Perquisites for Calendar Year 2023
Personal
Administrative
Support
($)
Name
John N. Roberts, III
4,660
John Kuhlow
Shelley Simpson
Nicholas Hobbs
Darren Field
—
—
110
—
Security
Services
($)
1,962
14,727
5,936
5,773
—
Personal Use
of Company
Plane
($)(1)
Legal and
Accounting
Fees
($)
Club Dues
($)
5,666
15,000
16,975
—
—
4,005
—
—
1,355
900
435
6,044
8,407
7,862
10,513
Total
Perquisites
and Other
Personal
Benefits
($)(2)
44,263
20,771
17,968
21,547
11,204
Health/
Welfare
($)
—
—
2,014
2,641
—
(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. John N. Roberts, III and Nicholas Hobbs had such imputed income in 2023. 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 2023, Mr. Roberts 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.
(2) Includes gifts and awards of $256 for Shelley Simpson, Nicholas Hobbs, and Darren Field.
70
Proxy Statement
J.B. Hunt Transport Services, Inc. Executive
Compensation
Grants of Plan-Based Awards for 2023
The following table reflects estimated possible payouts under equity and non-equity incentive plans to the NEOs
during 2023. The Company’s non-equity incentive-based awards are granted to the NEOs based upon pre-
established performance goals set annually by the Compensation Committee with a performance period equal to
the calendar year for which the performance goals are set. Equity-based awards are subject to performance periods
ranging from one to three years, as further described on page 63 under “Long-Term, Equity-Based Award”.
The MIP is an annual plan consisting of equity-based awards only. The number of performance-based or time-
based restricted share units awarded is measured based on the executive’s level of responsibility and other matters
described on page 63 under “Long-Term, Equity-Based Award.” Dividends are not paid on unvested awards of
performance-based or time-vested restricted share units.
In 2023, NEOs were eligible to earn a cash bonus under the non-equity incentive award plan based on the Company’s
operating income for the calendar year. Please refer to page 62 under “Annual Bonus Award” for further detail.
Estimated Possible Payouts Under
Non-Equity Incentive Awards
Estimated Future Payouts Under
Equity Incentive Plan Awards
All Other
Stock Awards
All Other
Option Awards
Name/
Award
Grant
Date
Threshold
($)
Target
($)
Maximum
($)(1)
Threshold
(#)
Target
(#)(2)
Maximum
(#)
John N. Roberts, III
AOI 1/19/23
EBITDA 1/19/23
ROIC 1/19/23
—
—
—
—
—
—
—
—
—
7,506
30,027
30,027
2,502
5,005
7,507
5,004
5,004
10,008
CBP 1/19/23
150,000
1,050,000 1,850,000
—
—
—
John Kuhlow
AOI 1/19/23
EBITDA 1/19/23
ROIC 1/19/23
—
—
—
—
—
—
—
—
—
2,028
8,115
8,115
676
1,353
2,029
1,352
1,352
2,704
CBP 1/19/23
78,750
420,000
840,000
—
—
—
Shelley Simpson
AOI 1/19/23
EBITDA 1/19/23
ROIC 1/19/23
—
—
—
—
—
—
—
—
—
4,057
16,231
16,231
1,352
2,705
4,057
2,705
2,705
5,410
CBP 1/19/23
120,000
840,000 1,480,000
—
—
—
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)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
5,403,358
900,650
900,470
—
1,460,295
243,472
243,292
—
2,920,768
486,765
486,765
—
Proxy Statement
71
J.B. Hunt Transport Services, Inc. Executive
Compensation
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
($)(1)
Threshold
(#)
Target
(#)(2)
Maximum
(#)
Nicholas Hobbs
AOI 1/19/23
EBITDA 1/19/23
ROIC 1/19/23
—
—
—
—
—
—
—
—
—
2,434
9,738
9,738
811
1,623
2,434
1,623
1,623
3,246
CBP 1/19/23
101,250
540,000 1,080,000
—
—
—
Darren Field
AOI 1/19/23
EBITDA 1/19/23
ROIC 1/19/23
—
—
—
—
—
—
—
—
—
2,434
9,738
9,738
811
1,623
2,434
1,623
1,623
3,246
CBP 1/19/23
86,250
460,000
920,000
—
—
—
Number
of Shares
of Stock or
Units
(#)
Number of
Securities
Underlying
Options
(#)
Exercise
or Base
Price of
Option
Awards
($/Sh)
Grant Date
Fair Value
of Stock
and Option
Awards
($)(3)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,752,353
292,059
292,059
—
1,752,353
292,059
292,059
—
(1) This column reflects the maximum non-equity incentive award each NEO was eligible to receive for 2023 under the percentage assigned to each NEO for
the cash bonus pools. No bonuses were earned for 2023, as reported in the Summary Compensation Table shown on page 69 of this Proxy Statement.
(2) This column reflects the number of performance-based restricted share units that were granted to the NEOs in 2023.
(3) The fair value of the awards was based on a 2.64% discount from the Company’s closing stock price of $184.83 on January 19, 2023, measured at the
target performance level. The discount represents the present value of expected dividends to be paid on the Company’s common stock, using the current
dividend rate and the risk-free interest rate, over the vesting period. The Company believes that this discount is appropriate to value the performance-
based restricted share units, as the units do not collect or accrue dividends until the awards vest and are settled with Company stock. Performance-based
restricted share units subject to EBITDA and ROIC are recorded at their target of 100% of the units granted.
Key to Plan-Based Awards Table:
AOI – Annual Operating Income Performance-Based Units
EBITDA – Annual EBITDA Performance-Based Units
ROIC – Annual ROIC Performance-Based Units
CBP – Company Bonus Plan
72
Proxy Statement
J.B. Hunt Transport Services, Inc. Outstanding Equity Awards at Calendar Year-end 2023
As of December 31, 2023, there were no outstanding stock options held by the NEOs. The following table sets forth
information concerning restricted share units held by the NEOs as of December 31, 2023.
Executive
Compensation
Name
John N.
Roberts, III
John
Kuhlow
Shelley
Simpson
Nicholas
Hobbs
Number of Shares or Units
of Stock That Have Not
Vested
(#)(1)
Market Value of Shares or
Units of Stock That Have
Not Vested
($)(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
($)(2)
303
60,521
9,425
15,810
10,539
18,945
8,420
30,027
10,009
7,471
4,456
2,970
5,193
2,307
8,115
2,705
3,279
3,735
5,346
3,564
6,315
2,806
25,992
16,231
5,410
3,279
3,735
5,346
3,564
6,315
2,806
9,738
3,246
1,882,550
3,157,889
2,105,060
3,784,074
1,681,811
5,997,593
1,999,198
1,492,258
890,041
593,228
1,037,250
460,800
1,620,890
540,297
654,947
746,029
1,067,810
711,873
1,261,358
560,470
5,191,642
3,241,980
1,080,593
654,947
746,029
1,067,810
711,873
1,261,358
560,470
1,945,068
648,356
Proxy Statement
73
J.B. Hunt Transport Services, Inc. Executive
Compensation
Number of Shares or Units
of Stock That Have Not
Vested
(#)(1)
Market Value of Shares or
Units of Stock That Have
Not Vested
($)(2)
Name
687
137,221
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)
Darren Field
7,162
7,759
5,346
3,564
6,315
2,806
9,738
3,246
1,430,538
1,549,783
1,067,810
711,873
1,261,358
560,470
1,945,068
648,356
(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
Shares Vesting
Vesting Date
Shares Vesting
Vesting Date
John Kuhlow
Darren Field
303
687
10/31/24
1/31/24
74
Proxy Statement
J.B. Hunt Transport Services, Inc. Performance-Based Awards
Shares Vesting
Vesting Date
Shares Vesting
Vesting Date
Executive
Compensation
John N. Roberts, III
John Kuhlow
Shelley Simpson
Nicholas Hobbs
Darren Field
9,425
7,905
7,905
10,539
6,315
6,315
6,315
2,490
2,490
2,491
2,228
2,228
2,970
1,731
1,731
3,279
1,245
1,245
1,245
2,673
2,673
3,564
2,105
2,105
2,105
2,806
2,888
2,888
3,279
1,245
1,245
1,245
2,673
2,673
3,564
2,105
2,364
2,364
2,434
2,513
874
874
874
874
875
875
2,673
1/31/24
1/31/24
1/31/25
3/31/24
1/31/24
1/31/25
1/31/26
1/31/26
1/31/27
1/31/28
1/31/24
1/31/25
3/31/24
1/31/24
1/31/25
1/31/24
1/31/26
1/31/27
1/31/28
1/31/24
1/31/25
3/31/24
1/31/24
1/31/25
1/31/26
3/31/25
1/31/24
1/31/25
1/31/24
1/31/26
1/31/27
1/31/28
1/31/24
1/31/25
3/31/24
1/31/24
1/31/24
1/31/25
1/31/26
1/31/24
1/31/25
1/31/26
1/31/27
1/31/28
1/31/29
1/31/30
1/31/24
8,420
7,506
7,507
7,507
7,507
10,009
1,731
2,307
2,028
2,029
2,029
2,029
2,705
2,888
2,888
2,888
2,888
2,888
2,888
2,888
4,057
4,058
4,058
4,058
5,410
2,105
2,105
2,806
2,434
2,434
2,435
2,435
3,246
2,673
3,564
2,105
2,105
2,105
2,806
2,434
2,434
2,435
2,435
3,246
3/31/25
1/31/24
1/31/25
1/31/26
1/31/27
3/31/26
1/31/26
3/31/25
1/31/24
1/31/25
1/31/26
1/31/27
3/31/26
1/31/26
1/31/27
1/31/28
1/31/29
1/31/30
1/31/31
1/31/32
1/31/24
1/31/25
1/31/26
1/31/27
3/31/26
1/31/25
1/31/26
3/31/25
1/31/24
1/31/25
1/31/26
1/31/27
3/31/26
1/31/25
3/31/24
1/31/24
1/31/25
1/31/26
3/31/25
1/31/24
1/31/25
1/31/26
1/31/27
3/31/26
(2) Values are based on the last closing market price of $199.74 on December 31, 2023.
Proxy Statement
75
J.B. Hunt Transport Services, Inc. Executive
Compensation
Restricted Share Units Vested for 2023
Restricted Share Units Vested for 2023
The following table sets forth information concerning restricted share units vested during 2023.
Name
John N. Roberts, III
Total
John Kuhlow
Total
Shelley Simpson
Total
Nicholas Hobbs
Total
Darren Field
Total
Number of Shares Acquired
on Vesting
(#)
Value Realized on
Vesting
($) (1) (2)
6,315
7,905
9,425
17,958
14,109
55,712
1,730
2,227
303
344
4,604
2,105
2,673
3,278
6,246
5,051
6,667
2,888
28,908
2,105
2,673
3,278
6,246
5,051
6,667
26,020
2,105
2,673
874
1,639
3,124
687
1,193,851
1,494,440
1,781,796
3,150,911
2,667,306
10,288,304
327,057
421,014
52,077
59,123
859,271
397,950
505,331
619,706
1,095,923
954,892
1,222,061
588,777
5,384,640
397,950
505,331
619,706
1,095,923
954,892
1,222,061
4,795,863
397,950
505,331
165,230
309,853
548,137
129,877
11,102
2,056,378
(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
2023 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
31,002
2,689
16,084
14,483
7,687
(2) Values represent the fair market value of the underlying common stock on the date of vesting.
76
Proxy Statement
J.B. Hunt Transport Services, Inc.
Executive
Compensation
Components of Nonqualified Deferred Compensation for
Calendar Year 2023
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 $31,595,221 as of December 31, 2023, and $25,148,974 as of December 31, 2022. 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 $31,595,221 as of December 31, 2023, and $25,148,974 as of December
31, 2022. No NEO participated in our nonqualified deferred compensation plan in 2023.
Potential Post-Employment Benefits
The Company generally does not have employment contracts or predetermined personal severance agreements
with any of its executives. However, according to the terms of the awards granted under the previously mentioned
MIP, all outstanding restricted share units are subject to accelerated or immediate vesting upon the occurrence of
a double triggering event, which requires both a “change in control” and the NEO’s retirement, termination by the
Company without cause, or resignation for good reason. In addition, the Compensation Committee may permit the
accelerated vesting of restricted share units in the event of the NEO’s death or disability.
Generally, a “change in control” is deemed to occur when more than 30% of the outstanding shares of common
stock of the Company change ownership in a transaction that is not a merger, reorganization or consolidation,
when the persons who constitute the Company’s incumbent board of directors cease to constitute a majority
of the board, or upon the consummation of a merger, reorganization, consolidation or similar form of corporate
transactions involving the Company that requires the approval of the Company’s shareholders 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,” or in the event the Compensation Committee permits accelerated
vesting of outstanding restricted share units upon the NEO’s death or disability, are shown below. The amounts
represent the immediate vesting of all outstanding restricted share units and are valued using the last closing
market price of $199.74 on December 31, 2023.
John N. Roberts, III
John Kuhlow
Shelley Simpson
Nicholas Hobbs
Darren Field
$20,608,175
6,695,285
14,516,702
7,595,911
9,312,477
Proxy Statement
77
J.B. Hunt Transport Services, Inc. Executive
Compensation
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 2023, our last completed fiscal year:
• The median of the annual total compensation of all of the Company’s employees, other than our CEO, was
$66,919.
• The annual total compensation of our CEO was $8,256,333.
• Based on this information, the ratio for 2023 of the annual total compensation of our CEO to the median of
the annual total compensation of all other employees was 123 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 2022.
To identify the “median employee” in 2022, we performed the following:
• We conducted a full analysis of our employee population as of our determination date of December 31, 2022.
• We excluded employees residing in Mexico and Canada from our calculation under the De Minimis Exemption.
Employees located in Mexico and Canada constituted 0.15% and 0.02% of our total employee population,
respectively, which consisted of 56 individuals in Mexico and 8 individuals in Canada as of our determination
date.
• Our employee population, after taking into consideration the aforementioned adjustments, consisted of 37,087
individuals. Of these employees, 36,755 individuals were full-time (or full-time equivalent) employees, with
the remainder employed on a part-time (less than 30 hours per week) basis. 99.83% of our employees (37,087
individuals) were located in the United States.
• We used a definition that was not total compensation and instead chose the aggregate of the employee’s base
pay and cash incentive bonuses paid during the period of January 1, 2022, through December 31, 2022. These
balances were then annualized, with any anomalous reported earnings being replaced with a substantially
similar employee balance. Reasons for the replacement of anomalous earnings were primarily due to a lack of
adequate length of employment history with the company or the employee incurring a leave of absence during
the analysis period.
• Using this methodology, we determined that the “median employee” was a warehousing, distribution, and
transportation coordinator.
To determine the annual total compensation of the “median employee” for 2023, 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.
78
Proxy Statement
J.B. Hunt Transport Services, Inc. Executive
Compensation
Pay Versus Performance
The table below reports calculated compensation actually paid for our CEO, considered our principal executive
officer, and averages of calculated compensation actually paid for our remaining reported NEOs, together with
shareholder returns, net income and operating income for the past three years. The Compensation Committee
considers operating income to be the most important financial performance measure used to link compensation
actually paid to our NEOs, for the most recently completed fiscal year, to the Company’s performance.
Pay versus Performance Table
Value of Initial Fixed $100
Investment Based On:
Summary
Compensation
Table Total For
PEO ($)(1)
(b)
Compensation
Actually Paid to
PEO ($)(2)
(c)
Average Summary
Compensation Table
Total for Non-PEO
NEOs ($)(3)
(d)
Average
Compensation
Actually Paid
to Non-PEO
NEOs ($)(4)
(e)
7,453,372
10,215,473
3,552,426
3,597,136
8,801,881
16,995,242
3,337,948
6,489,537
9,240,455
5,614,863
4,745,765
3,310,170
Year
(a)
2020
2021
2022
2023
8,256,333
12,654,140
3,293,057
4,956,985
Total
Shareholder
Return ($)(5)
(f)
Peer Group
Total
Shareholder
Return ($)(6)
(g)
Net Income ($)
(thousands)(7)
(h)
Operation
Income ($)
(thousands)(8)
(i)
118.10
177.90
153.12
177.00
121.49
506,035
713,119
164.69
760,806
1,045,530
135.94
969,351
1,331,553
162.05
728,287
993,196
(1) This column lists the total compensation amount for our principal executive officer (PEO), John N. Roberts, III, reported in the Summary
Compensation Table shown on page 69 of this Proxy Statement.
(2) For each year listed, this column is calculated as follow:
Total Compensation as reported SCT
$ 7,453,372 $ 8,801,881 $
9,240,455
$ 8,256,333
Pension values reported in SCT for covered fiscal year
-
-
-
-
Fair value of stock awards granted during covered fiscal year
(6,507,402)
(6,042,085)
(6,592,523)
(7,204,478)
2020
2021
2022
2023
Pension value attributable to covered fiscal year’s service and
any change in pension value attributable to plan amendments
made in the covered year
Fair value of stock awards granted in covered fiscal year and
that are unvested at end of such covered fiscal year – valued at
year-end
Fair value of stock awards granted in covered fiscal year that
vested during such covered fiscal year – valued on date of
vesting
Dividends or other earnings paid on stock or option awards
in the covered fiscal year prior to the vesting date that are not
otherwise included in the total compensation for the covered
fiscal year
Change in fair value from end of prior fiscal year to end of
covered fiscal year for awards made in prior fiscal years that
were unvested at end of current fiscal year
Change in fair value from end of prior fiscal year to vesting date
for awards made in prior fiscal years that vested during covered
fiscal year
Fair value of awards forfeited in current fiscal year determined
at end of prior fiscal year
-
-
-
-
7,779,212
8,384,433
5,735,618
7,785,675
-
-
-
-
-
-
-
-
1,361,340
5,510,480
(2,280,415)
2,097,842
128,951
340,533
(488,272)
1,718,768
-
-
-
-
(Subtract)
(Subtract)
Add
Add
Add
Add
Add/
(Subtract)
Add/
(Subtract)
(Subtract)
Equals
Compensation Actually Paid to PEO
$ 10,215,473 $ 16,995,242
$ 5,614,863
$ 12,654,140
Proxy Statement
79
J.B. Hunt Transport Services, Inc. Executive
Compensation
(3) This column lists the average total compensation amount for our other non-PEO NEOs reported in the Summary Compensation Table shown
on page 69 of this Proxy Statement or for the years 2020, reported in the Summary Compensation Table included in our 2021 Proxy Statement
filed on March 18, 2021. The non-PEO NEOs included are as follows:
2020
David G. Mee – former Chief Financial Officer and Executive Vice President, Finance/Administration
John Kuhlow – Chief Financial Officer, Chief Accounting Officer, and Executive Vice President
Shelley Simpson – Chief Commercial Officer and Executive Vice President of People and Human Resources
Nicholas Hobbs – Chief Operating Officer, President of Contract Services, and Executive Vice President
Darren Field – President of Intermodal and Executive Vice President
Terrence D. Matthews – former President of Intermodal and Executive Vice President
2021
John Kuhlow – Chief Financial Officer, Chief Accounting Officer, and Executive Vice President
Shelley Simpson – Chief Commercial Officer and Executive Vice President of People and Human Resources
Nicholas Hobbs – Chief Operating Officer, President of Contract Services, and Executive Vice President
Darren Field – President of Intermodal and Executive Vice President
2022 and 2023
John Kuhlow – Chief Financial Officer, Chief Accounting Officer, and Executive Vice President
Shelley Simpson – President
Nicholas Hobbs – Chief Operating Officer, President of Contract Services, and Executive Vice President
Darren Field – President of Intermodal and Executive Vice President
(4) For each year listed, this column is calculated as follow:
(Subtract)
(Subtract)
Add
Add
Add
Add
Add/(Subtract)
Total Compensation as reported SCT
$ 3,552,426
$ 3,337,948
$ 4,745,765
$ 3,293,057
Pension values reported in SCT for covered fiscal year
-
-
-
-
Fair value of stock awards granted during covered fiscal year
(1,851,489)
(1,958,038)
(3,320,605)
(2,628,575)
2020
2021
2022
2023
Pension value attributable to covered fiscal year’s service and
any change in pension value attributable to plan amendments
made in the covered year
Fair value of stock awards granted in covered fiscal year and
that are unvested at end of such covered fiscal year – valued at
year-end
Fair value of stock awards granted in covered fiscal year that
vested during such covered fiscal year – valued on date of
vesting
Dividends or other earnings paid on stock or option awards
in the covered fiscal year prior to the vesting date that are not
otherwise included in the total compensation for the covered
fiscal year
Change in fair value from end of prior fiscal year to end of
covered fiscal year for awards made in prior fiscal years that
were unvested at end of current fiscal year
-
-
-
-
1,693,017
2,717,115
3,056,371
2,840,626
5,931
-
-
-
-
-
-
-
354,143
2,185,409
(904,527)
985,448
Add/(Subtract)
Change in fair value from end of prior fiscal year to vesting
(156,892)
207,103
(266,834)
466,429
date for awards made in prior fiscal years that vested
during covered fiscal year
(Subtract)
Fair value of awards forfeited in current fiscal year
-
-
-
-
determined at end of prior fiscal year
Equals
Average Compensation Actually Paid to NEOs
$ 3,597,136
$ 6,489,537
$ 3,310,170
$ 4,956,985
(5) This column lists a cumulative 4-year total return of shareholders of our common stock and assumes the value of the investment (including
reinvestment of dividends) was $100 on December 31, 2019 and tracks it through December 31, 2023. The stock price performance included in
the column is not necessarily indicative of future stock price performance.
(6) This column lists a cumulative 4-year total return of shareholders of a peer group calculated using the same method for column (f). For
2023 and 2022, the peer group used was that listed under the section titled "Benchmarking Against a Peer Group" on page 55 of this Proxy
Statement. For 2021, the peer group used was the same as 2023 and 2022, with the omission of Union Pacific Corporation. For 2020,
80
Proxy Statement
J.B. Hunt Transport Services, Inc. Executive
Compensation
the peer group used was the same as 2021, with the addition of Kansas City Southern. Kansas City Southern was removed and replaced with
Union Pacific Corporation due to the acquisition of Kansas City Southern by Canadian Pacific Railway Limited. Kansas City Southern was
omitted from the 2021 peer group total shareholder return because its common stock was no longer listed for trading at the end of 2021. The
cumulative 4-year total shareholder returns through December 31, 2023 of the former peer group (excluding both Union Pacific Corporation
and Kansas City Southern), the current peer group, and the Company were $168.98, $162.05 and $177.00, respectively.
(7) This column lists our reported net income for the year indicated.
(8) This column lists our reported operating income for the year indicated, which we consider the most Important financial performance
measure that was used to link compensation actually paid for the most recent fiscal year to company performance.
Description of the Relationship Between Compensation Actually Paid to Our Named Executive Officers and
Company Performance
The following graphs present the relationships between the compensation actually paid to our PEO and average
compensation actually paid to our remaining reported NEOs to our total shareholder return, net income, operating
income, and our peer group’s total shareholder return for the years ended 2021, 2022, and 2023.
Compensation Actually Paid vs. Cumulative TSR
Compensation Actually Paid vs. Cumulative TSR
Compensation Actually Paid vs. Net Income
Compensation Actually Paid vs. Net Income
$1,500
$1,250
$1,000
$750
$500
$250
$-
)
s
n
o
i
l
l
i
m
(
e
m
o
c
n
I
t
e
N
2020
2021
2022
2023
Comp. Actually Paid to PEO
Average Comp. Actually Paid to Non-PEO NEOs
Net Income
)
s
0
0
0
$
(
d
a
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y
l
l
i
a
u
t
c
A
n
o
i
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a
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o
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$18,000
$16,000
$14,000
$12,000
$10,000
$8,000
$6,000
$4,000
$2,000
$-
$200.00
$175.00
$150.00
$125.00
$100.00
$75.00
$50.00
$25.00
$-
0
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e
R
R
S
T
2020
2021
2022
2023
Comp. Actually Paid to PEO
Average Comp. Actually Paid to Non-PEO NEOs
J.B. Hunt Transport Services, Inc. TSR
Peer Group TSR
Compensation Actually Paid vs. Operating Income
Compensation Actually Paid vs. Operating Income
)
s
0
0
0
$
(
d
a
P
y
l
l
i
a
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t
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o
i
t
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$18,000
$16,000
$14,000
$12,000
$10,000
$8,000
$6,000
$4,000
$2,000
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)
s
0
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$
(
d
a
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l
l
i
a
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t
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o
i
t
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e
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m
o
C
$18,000
$16,000
$14,000
$12,000
$10,000
$8,000
$6,000
$4,000
$2,000
$-
$1,500
$1,250
$1,000
$750
$500
$250
$-
)
s
n
o
i
l
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i
m
(
e
m
o
c
n
I
g
n
i
t
a
r
e
p
O
2020
2021
2022
2023
Comp. Actually Paid to PEO
Average Comp. Actually Paid to Non-PEO NEOs
Operating Income
Company's Most Important Financial Performance Measures
The following are the most important financial performance measures, as determined by the Company, that
link compensation actually paid to our NEOs, for the most recently completed fiscal year, to the Company’s
performance:
• Earnings before interest, taxes, depreciation, and amortization (EBITDA)
• Operating income
• Return on invested capital (ROIC)
Proxy Statement
81
J.B. Hunt Transport Services, Inc.
Compensation Committee Report
The 2023 Compensation Committee was composed of Thad Hill, Chairperson, Sharilyn S. Gasaway, and James
L. Robo, none of whom is an officer or employee of the Company and all of whom have been determined by the
Board to be independent. The Compensation Committee met three times in 2023 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 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.
2023 Executive Compensation Committee
Thad Hill, Chairperson
Sharilyn S. Gasaway
James L. Robo
82
Proxy Statement
J.B. Hunt Transport Services, Inc. Proposal Number Two
Advisory Vote On Executive Compensation
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or Dodd-Frank Act, enables our
shareholders 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. 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 (the
Exchange Act).
As discussed in our Compensation Discussion and Analysis (CD&A) on page 52, 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 shareholder 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 shareholders’ 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 shareholders 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
award, 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 award is tied to operating
income. The long-term, equity-based awards utilize restricted share units. The restricted share units awarded to the
Company’s NEOs are performance-based restricted share units, which vest over multiple years upon the Company’s
attainment of predetermined operating metrics established and approved by the Compensation Committee. Equity
awards granted to our NEOs in 2023 vest annually subject to attainment of annual operating income goals or cliff
vest at the end of a three-year performance period based on cumulative EBITDA and ROIC goals.
Proxy Statement
83
J.B. Hunt Transport Services, Inc. Proposal 2
Advisory Vote on Executive Compensation
We believe that the Company’s executive compensation programs have been effective in incenting the achievement
of our positive results. We are asking our shareholders 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
shareholder the opportunity to express your views regarding our fiscal year 2023 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 shareholders to vote “FOR” the following resolution at the Annual Meeting:
RESOLVED, that the shareholders 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
2024 Annual Meeting of Shareholders.
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 shareholders’ 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 2023, as outlined in the above
resolution.
The Board of Directors unanimously recommends
a vote FOR Proposal Number Two
84
Proxy Statement
J.B. Hunt Transport Services, Inc. Report of the Audit Committee
The Audit Committee
The 2023 Audit Committee was composed of Sharilyn S. Gasaway, Chairperson, Francesca M. Edwardson, and
Persio Lisboa. Ms. Gasaway and Ms. Edwardson each served as a member of the Audit Committee during the full
2023 calendar year, while Mr. Lisboa joined the Audit Committee immediately after our 2023 Annual Meeting. 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. Lisboa 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 2023, the Audit Committee met nine 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 2023 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.
Proxy Statement
85
J.B. Hunt Transport Services, Inc. Report of the
Audit Committee
Based on the Audit Committee’s discussions with management, the internal auditors, and the independent auditors
as described above, and upon its review of the representation of management and the independent auditors and
the reports of the independent auditors, the Audit Committee recommended to the Board that the Company’s
audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the
calendar year ended December 31, 2023, as filed with the SEC.
J.B. Hunt Transport Services, Inc.
2023 Audit Committee Members
Sharilyn S. Gasaway, Chairperson
Francesca M. Edwardson
Persio Lisboa
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Proxy Statement
J.B. Hunt Transport Services, Inc. Proposal Number Three
Ratification Of Independent
Registered Public Accounting Firm
The Audit Committee has selected PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered
public accounting firm to examine the consolidated financial statements of the Company for the 2024 calendar year.
The Board seeks an indication from our shareholders of their approval or disapproval of the Audit Committee’s
selection of PwC as the Company’s independent registered public accounting firm for the 2024 calendar year.
PwC has been our independent auditor since 2021. No relationships exist with PwC other than the usual
relationships between auditor and client. Representatives of PwC are expected to be present at the Annual Meeting
to respond to appropriate questions and will have the opportunity to make a statement if they desire to do so. If our
shareholders 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 2024 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 2024 calendar year if it determines
that such a change would be in the best interests of the Company and its shareholders.
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
2024 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 2023 and 2022 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, and audit of the Company’s employee benefit plan. See “Report of Audit Committee” set
forth earlier for a discussion of auditor independence.
Proxy Statement
87
J.B. Hunt Transport Services, Inc. Proposal 3
Ratification of Independent Registered Public Accounting Firm
The following table shows the fees billed for audit and other services provided to the Company by PwC for 2023
and 2022 calendar years, respectively:
Audit fees (1)
Audit-related fees (2)
Tax fees
All other fees
2023 ($)
1,446,000
45,000
—
—
2022 ($)
1,416,122
45,000
—
—
(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 the audit of the Employee Benefit Plan.
The Audit Committee has considered whether the non-audit services provided by PwC were compatible with
maintaining PwC’s independence and has determined that the nature and substance of the limited non-audit
services did not impair the status of PwC as the Company’s independent registered public accounting firm. PwC did
not bill the Company for any other services relating to calendar years 2023 and 2022.
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.
88
Proxy Statement
J.B. Hunt Transport Services, Inc. Proposal 3
Ratification of Independent Registered Public Accounting Firm
Prior to the engagement, the Audit Committee preapproves these services by category of service. The fees are
budgeted, and the Audit Committee requires the independent auditor and management to report actual fees
versus the budget periodically throughout the year by category of service. During the year, circumstances may
arise that make it necessary to engage the independent auditor for additional services not contemplated in the
original preapproval. In those instances, the Audit Committee requires specific preapproval before engaging the
independent auditor.
The Audit Committee may delegate preapproval authority to one or more of its members. The member(s) to whom
such authority is delegated must report, for informational purposes only, the preapproval decisions to the Audit
Committee at its next scheduled meeting.
Proxy Statement
89
J.B. Hunt Transport Services, Inc. SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE URGED TO VOTE BY
INTERNET, TELEPHONE, OR MAIL
IF YOU VOTE BY INTERNET OR TELEPHONE, DO NOT RETURN YOUR PROXY CARD
By Order of the Board of Directors
JENNIFER R. BOATTINI
Corporate Secretary
90
Proxy Statement
J.B. Hunt Transport Services, Inc. Questions and Answers about the Proxy
Materials and the Annual Meeting
When And Where Is The Annual Meeting?
Date:
Time:
Location:
Thursday, April 25, 2024
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 Francesca M. Edwardson, Sharilyn S. Gasaway, Thad Hill, Bryan Hunt, Persio
Lisboa, Patrick Ottensmeyer, John N. Roberts, III, James L. Robo, and Shelley Simpson as directors to hold office for a term of one
year, expiring at the close of the Annual Meeting of Shareholders in 2025.
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 2024 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 shareholders of record of the Company’s common stock at the close of business on Tuesday, February 20, 2024, 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 shareholder 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 103,298,462 shares of our common stock issued and outstanding and entitled to be voted at the
Annual Meeting.
Why Did I Receive A Notice Regarding The Internet Availability Of The Proxy Materials Instead Of A
Paper Copy Of The Proxy Materials?
We are utilizing the SEC’s rules that allow us to furnish our proxy materials over the internet. As a result, we are mailing to many of our
shareholders a Notice of Internet Availability of Proxy Materials, rather than a full paper set of the proxy materials.
Proxy Statement
91
J.B. Hunt Transport Services, Inc.
Questions and Answers about the Proxy
Materials and the Annual Meeting
This notice of internet availability includes instructions on how to access our proxy materials on the internet, as well as instructions on
how shareholders may obtain a paper copy of the proxy materials by mail. Shareholders who have affirmatively requested electronic
delivery of our proxy materials will receive instructions via email regarding how to access these materials electronically. Shareholders
who request or have requested to receive a paper copy of the materials will receive a full paper set of the proxy materials by mail.
This distribution process will contribute to our sustainability efforts and will reduce the costs of printing and distributing our proxy
materials.
What Is The Difference Between Holding Shares As A “Registered Owner” And A “Beneficial
Owner”?
Most of the Company’s shareholders 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 shareholder of record. As the shareholder 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 shareholder 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 shareholder of record) giving you the right to vote the shares.
What Shareholder 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 shareholder 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 nor the Board. It also will not 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. Shareholder 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 shareholders.
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Proxy Statement
J.B. Hunt Transport Services, Inc. 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 2,203,445 shares of common
stock representing 2.1% of our common stock issued and outstanding and, therefore, 2.1% 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 2024
calendar year
May I Vote My Shares In Person At The Annual Meeting?
If you are the registered owner of shares of the Company’s common stock on the record date, you have the right to vote your shares in
person at the Annual Meeting. Please bring the Notice of Internet Availability of Proxy Materials with you for admission to the Annual
Meeting.
If you are the beneficial owner of shares of the Company’s common stock on the record date, you may vote these shares in person
at the Annual Meeting if you request and obtain a legal proxy from your broker, bank, or other nominee (the shareholder of record)
giving you the right to vote the shares at the Annual Meeting, complete such legal proxy, and present it to the Company at the Annual
Meeting.
Even if you plan to attend the Annual Meeting, we recommend that you submit your voting instructions or proxy card 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 following the instructions in the
Notice of Internet Availability of Proxy Materials. The internet and telephone voting systems will be available until 11:59 p.m. Central
Daylight Time on Wednesday, April 24, 2024 (the day before the Annual Meeting). If you request a paper copy of the proxy materials
and choose to vote by mail, please complete, sign, date and promptly return the accompanying proxy card in the enclosed addressed
postage-paid envelope that will be provided to you in response to your request, even if you plan to attend the Annual Meeting.
The immediate return of your proxy card will be of great assistance in preparing for the Annual Meeting and is, therefore, urgently
requested. If you choose to vote by mail, your completed proxy card must be received before the polls close for voting during the 2024
Annual Meeting. If you attend the Annual Meeting and vote in person, your proxy card will not be used.
If you are the beneficial owner of shares held in “street name,” you should instruct your broker, bank, or other nominee on how to
vote your shares in accordance with the instructions provided in the Notice of Internet Availability of Proxy Materials provided by your
broker, bank or other nominee. 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 votes
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.
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.
Proxy Statement
93
J.B. Hunt Transport Services, Inc. Questions and Answers about the Proxy
Materials and the Annual Meeting
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 (by internet, telephone, or in paper form) that is received in a timely manner, and not
subsequently revoked, will be voted at the Annual Meeting or any adjournment or postponement thereof in the manner directed on the
proxy. Kirk Thompson and John N. Roberts, III are named as proxies in the proxy form and have been designated by the Board as the
directors’ proxies to represent you and vote your shares at the Annual Meeting. All shares represented by a properly executed proxy
on which no choice is specified will be voted:
(1) FOR the election of the nominees for director named in this Proxy Statement,
(2) FOR the 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 2024 calendar
year
(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 shareholders 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.
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
shareholders. 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 2023, the Company retained Broadridge, an independent proxy solicitation firm, to assist in soliciting proxies from shareholders. The
Company paid Broadridge a fee of approximately $132,000 as compensation for its services and was reimbursed for its out-of-pocket
expenses. The fee amount was not contingent on the number of shareholder votes cast in favor of any proposal, and Broadridge is
prohibited from making any recommendation to our shareholders to either accept or reject any proposal or otherwise express an
opinion concerning a proposal. Proxy solicitation fees in 2024 are expected to be comparable to those paid in 2023.
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Proxy Statement
J.B. Hunt Transport Services, Inc.
Questions and Answers about the Proxy
Materials and the Annual Meeting
What Other Business Will Be Presented At The Annual Meeting?
As of the date of this Proxy Statement, the Board knows of no other business that may properly be, or is likely to be, brought before
the Annual Meeting. If any other matters should arise at the Annual Meeting, the persons named as proxy holders, Kirk Thompson and
John N. Roberts, III, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting.
If, for any unforeseen reason, any of the director nominees are not available to serve as a director, the named proxy holders will vote
your proxy for such other director candidate or candidates as may be nominated by the Board.
What Is The Deadline For Shareholder Proposals For The 2025 Annual Meeting?
•
Shareholder Proposals for Inclusion in Next Year’s Proxy Statement
In order for a shareholder proposal to be eligible to be included in the Company’s Proxy Statement and proxy card for the 2025 Annual
Meeting of Shareholders, 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 14, 2024, 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.
• Director Nominees for Inclusion in Next Year’s Proxy Statement (Proxy Access)
Our Bylaws provide for proxy access for director nominations by shareholders. A shareholder, or group of up to 20 shareholders,
owning an aggregate of at least 3% of the Company’s outstanding shares of common stock continuously for at least three years, may
nominate and include in the Company’s proxy materials director nominees constituting up to the greater of two nominees or 20% of
the Board then in office, provided that the shareholder(s) and nominee(s) satisfy the proxy access requirements set forth in Section
2.14 of our Bylaws. In order for a shareholder to nominate a director candidate for election to be considered at our Annual Meeting (for
inclusion in the Company’s proxy materials), our Bylaws provide that the shareholder 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
120th day, nor earlier than the close of business on the 150th day, in advance of the anniversary of the date (as stated in the Company’s
proxy materials) that the Company’s definitive proxy statement was first sent to shareholders in connection with the previous year’s
Annual Meeting, unless an alternative deadline under our Bylaws is triggered. To be in proper written form, a shareholder’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.
Accordingly, in connection with our 2025 Annual Meeting of Shareholders, a shareholder intending to nominate a director for inclusion
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 October 15, 2024, and not later than the close of
business on November 14, 2024.
• Other Shareholder Proposals or Director Nominees
In order for a shareholder 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 shareholder
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, unless an alternative deadline under our Bylaws is triggered. To be in proper
written form, a shareholder’s notice to the Secretary, including a notice pursuant to Rule 14a-19 under the Exchange Act, must comply
with all requirements contained in our Bylaws, a copy of which may be obtained upon written request to the Secretary.
Proxy Statement
95
J.B. Hunt Transport Services, Inc. Questions and Answers about the Proxy
Materials and the Annual Meeting
Accordingly, in connection with our 2025 Annual Meeting of Shareholders, a shareholder 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 26, 2024, and not later than the close of business on January 24, 2025. Because our advance notice
bylaws require earlier notice than Rule 14a-19, all notices required under Rule 14a-19 must also be received by the Secretary not later
than the close of business on January 24, 2025. 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
shareholders meeting on April 25, 2024.
What Should I Do If I Receive More Than One Notice of Internet Availability of Proxy Materials?
You may receive more than one Notice of Internet Availability of Proxy Materials. For example, if you hold your shares in more than
one brokerage account, you may receive a separate notice for each brokerage account. If you are a registered owner and your shares
are registered in more than one name, you will receive more than one notice. Please submit a proxy to vote your shares to which each
notice relates by internet as described above or if you requested to receive the proxy materials by mail, complete, sign, date, and
return each proxy card you receive. If you have shares held in one or more “street names,” then you must complete, sign, date, and
return to each bank, broker, or other nominee through which you hold shares each voting instruction form received from that bank,
broker, or other nominee (or obtain a proxy from each such nominee holder if you wish to vote during the Annual Meeting).
What Is Householding?
In an effort to reduce printing costs and postage fees, the Company has adopted a practice approved by the SEC called
“householding.” Under this practice, certain shareholders who have the same address and last name will receive only one copy of
the Notice of Internet Availability of Proxy Materials or, if subsequently requested, only one set of proxy materials, unless one or more
of these shareholders notifies the Company that he or she wishes to continue receiving individual copies. Shareholders who do not
participate in householding will continue to receive separate notifications or sets of proxy materials.
If you share an address with another shareholder and received only one copy of the notification or set of proxy materials and would
like to request separate copies, or if you do not wish to participate in householding in the future, please:
(1) mail such request to J.B. Hunt Transport Services, Inc., Attention: Corporate Secretary, 615 J.B. Hunt 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 notification or set of proxy materials and would
prefer to receive a single copy in the future.
96
Proxy Statement
J.B. Hunt Transport Services, Inc. Questions and Answers about the Proxy
Materials and the Annual Meeting
What Do I Need To Do Now?
First, read this Proxy Statement carefully. Then, if you are a registered owner, you should, as soon as possible, submit your proxy
by voting electronically via the internet or if you requested a proxy card by mail, by executing and returning the proxy card or
using the telephone option provided. If you are the beneficial owner of shares held in “street name,” then you should follow
the voting instructions of your broker, bank, or other nominee. Your shares will be voted in accordance with the directions you
specify. If you submit an executed proxy card to the Company, but fail to specify voting directions, your shares will be voted:
(1) 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 2024
calendar year
Who Can Help Answer My Questions?
If you have questions concerning a proposal or the Annual Meeting, if you would like additional copies of this Proxy Statement,
or if you need directions to or special assistance at the Annual Meeting, please call the Corporate Secretary toll-free at 800-
643-3622. In addition, information regarding the Annual Meeting is available at our website, jbhunt.com.
Proxy Statement
97
J.B. Hunt Transport Services, Inc. J.B. HUNT TR ANSPORT SERVICES, INC.
2023
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, 2023
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
Securities registered pursuant to Section 12(g) of the Act: None
No X
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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
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
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]
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements. [ ]
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by
any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) . [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
The aggregate market value of 82,833,644 shares of the registrant’s $0.01 par value common stock held by non-affiliates as of June 30, 2023, was $15.0 billion
(based upon $181.03 per share).
Emerging growth company
Smaller reporting company
Non-accelerated filer
No X
As of February 20, 2024, the number of outstanding shares of the registrant’s common stock was 103,298,462.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Notice and Proxy Statement for the Annual Meeting of Shareholders, to be held April 25, 2024, are incorporated by reference in Part III of
this Form 10-K.
2023 Annual Report
99
J.B. Hunt Transport Services, Inc.
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. Shareholders 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 effects of a national or international health 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 and availability
of 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 that are not within our control, in addition to those listed
above, could impact us operationally and financially. Our future financial and 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 future 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.
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2023 Annual Report
J.B. Hunt Transport Services, Inc. PA RT I
PA RT 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, through our wholly owned subsidiaries, provides
a wide range of reliable transportation, brokerage, 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, independent
contractors, or third-party carriers. 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 or arrange for local and home delivery
services, generally referred to as last-mile delivery services, to customers through a network of cross-dock and
other delivery system locations throughout the continental United States. Utilizing thousands of reliable third-party
carriers, we also provide comprehensive freight transportation brokerage and logistics services. In addition to
dry-van, full-load operations, we also arrange for these unrelated outside carriers to 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 existing lines of business and a full complement of
logistics services through third parties, represents a competitive advantage. We report our operating results for
these services using five reporting segments: 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.
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.
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101
J.B. Hunt Transport Services, Inc. OUR VISION, MISSION AND STRATEGY
Our Vision
To create the most efficient
transportation network in
North America.
Our Mission
Driving long-term value for
our people, customers and
shareholders.
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 shareholders.
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
shareholders.
Increasingly, our customers are seeking energy-efficient transportation solutions to reduce both cost and
greenhouse-gas emissions. Our Company’s vision, 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 past 12
years it was awarded.
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 13 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.
JBI operates 118,171 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 100,825 units. The containers and chassis
are uniquely designed so that they may only be paired together for optimal productivity, which we feel creates an
operational competitive advantage. JBI also manages a fleet of 5,944 company-owned tractors and 7,567 company
drivers and contracts 436 independent contractor trucks. At December 31, 2023, the total JBI employee count was
8,756. Revenue for the JBI segment in 2023 was $6.21 billion.
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2023 Annual Report
J.B. Hunt Transport Services, Inc.
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, 2023, this segment operated 12,574 company-owned trucks, 674 customer-owned trucks, and 4
independent contractor trucks. DCS also operates 27,194 owned pieces of trailing equipment and 5,406 customer-
owned trailers. The DCS segment employed 16,196 people, including 13,752 drivers, at December 31, 2023. DCS
revenue for 2023 was $3.54 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, and expedited, as well as a variety of dry-van and intermodal solutions. Furthermore,
we offer an online multimodal marketplace via J.B. Hunt 360º that helps shippers and carriers match the right
load with the right carrier. ICS also provides the majority of our single-source logistics management services 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, 2023, the ICS segment employed 861 people, with approximately 122,100 available third-party
carriers. ICS revenue for 2023 was $1.39 billion.
FMS Segment
FMS provides last-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 (brokerage) big and bulky delivery and installation services, as well
as fulfillment, retail-pooling distributions, and LTL services. FMS contracts with customers range from one to five
years, with the average being approximately three years.
At December 31, 2023, this segment operated 1,166 company-owned trucks, 225 customer-owned trucks, and 20
independent contractor trucks. FMS also operates 1,212 owned pieces of trailing equipment and 102 customer-
owned trailers. The FMS segment employed 2,972 people, including 1,418 drivers and 416 delivery and material
assistants, at December 31, 2023. FMS revenue for 2023 was $918 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 360º
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
independent contractors or third-party carriers who agree to transport freight in our trailers as well as our company-
owned tractors and employee drivers.
At December 31, 2023, the JBT segment operated 13,561 company-owned trailers, 27 company-owned tractors,
and employed 329 people, 28 of whom were drivers. At December 31, 2023, we had 1,931 independent contractors
operating in the JBT segment. JBT revenue for 2023 was $789 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.
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103
J.B. Hunt Transport Services, Inc. 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 360º 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 187,000 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, 2023, we had 34,718 employees, which consisted of 22,765 company drivers, 9,976 office
personnel, 1,510 maintenance technicians, and 467 delivery and material assistants. We also had arrangements
with 2,391 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, our Employee Resource Groups (ERGs), Inclusion Office, and Inclusion Council work together to further
our culture of inclusivity. The Company’s six ERGs offer opportunities for employee professional development,
business improvement, community engagement, and networking. Comprised of groups representing women,
Latinos, veterans, LGBTQIA+, African Americans, and Asian Americans and Pacific Islanders, our ERGs promote
camaraderie within the workforce and allow employees with similar interests to build meaningful work relationships
that enable career mobility. Our Inclusion Office is a division of our People Team where our inclusion strategy and
work are centralized to enable our goal of creating an inclusive culture where all employees feel welcomed, valued,
respected, safe, and heard. Our Inclusion Council was established in 2022 and is comprised of senior leaders with
diverse identities from across our organization. They are a voice for our people who share a passion for ensuring
that inclusion remains a key component of creating an exceptional employee experience and drives how we do
business.
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 $38 million to over 4,700 drivers.
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2023 Annual Report
J.B. Hunt Transport Services, Inc. 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.
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, bulk, 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, 2023, our company-owned tractor and truck fleet consisted of 19,711 units. In addition, we had
2,391 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,
improves fuel efficiency and lowers maintenance expense. At December 31, 2023, the average age of our combined
tractor fleet was 1.9 years, while our containers averaged 9.0 years of age and our trailers averaged 6.3 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.
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.
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.
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105
J.B. Hunt Transport Services, Inc. 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 can be 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.
Our business can be 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. The effects
of a pandemic may 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 a pandemic may also require us to increase our
reserve for bad debt losses. Furthermore, pandemic 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 a pandemic 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
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J.B. Hunt Transport Services, Inc.
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.
The transportation services provided by these railroads have been in recent years and may from time to time
in the future be impacted by contractual disagreements, labor disruptions or shortages, and other rail network
inefficiencies. A material change in the relationship with, the ability to utilize or the overall service levels provided
by one or more of 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.
We regularly purchase new revenue equipment, including trucks, chassis and trailing equipment, in each of our
operating segments to expand our fleets and replace aging equipment. Any significant delays in the availability of
new revenue equipment or increases in the cost of such equipment could have a material adverse affect on our
business and profitability by reducing productivity, increasing maintenance expenses and capital expenditures, and
limiting our ability to expand our business.
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,
2023, 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. We
have experienced substantial increases in the severity of auto liability claims which have exceeded our insurance
coverage layers, which has adversely impacted our operating results in recent periods. If the number or severity of
claims for which we are self-insured continues to increase, our operating results could be further adversely affected.
We have policies in place for 2024 with substantially the same terms as our 2023 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.
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107
J.B. Hunt Transport Services, Inc. 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.
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, 2023, our top 10 customers, based on revenue, accounted for
approximately 36% of our revenue. One customer accounted for approximately 13% of our total revenue for the year
ended December 31, 2023. 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. Recently
issued rulemaking by the U.S. Department of Labor, which takes effect on March 11, 2024, and the laws of several
states, including California, apply stricter tests for determining whether an independent contractor should be
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J.B. Hunt Transport Services, Inc. classified as an employee. We believe we are in compliance with all applicable independent contractor classification
requirements. However, it is possible that other federal or state legislation or regulations could be enacted or
that various authorities could assert a position that re-classifies independent contractors as employees. If our
independent contractors are determined to be properly classified as 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 individuals for
prior time 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 360º online freight matching platform. 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 security breaches. We have in the past experienced security breaches and
other interruptions of our information technology systems and may in the future experience such breaches or
interruptions despite our best efforts to prevent them. 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.
Future growth strategies for our 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.
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109
J.B. Hunt Transport Services, Inc. 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, many of
which cannot be presently identified.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
IT Risk Management
The Company maintains an Information Technology (IT) risk identification process that encompasses risks
associated with enterprise solutions and products and services provided by third-party service providers.
Cybersecurity risks are considered a subcategory of IT risks and are therefore part of this process. The Company
maintains a risk register to document and track IT risks, including factors such as:
• Categories (including but not limited to cybersecurity, data privacy, governance, and application
development)
• Likelihood and impact
• Initial risk score
• Mitigating controls and/or remediations
• Residual risk score
• Plan for remediation
• Risk stage
• Reviewers/owners
• Approvals/exceptions
The Company’s Governance, Risk, and Compliance (GRC) team maintains the IT risk register and reports updates to
the IT Risk Council, which meets regularly. The IT Risk Council is made up of members representing the Company’s
cybersecurity, network, server, client, database, and software teams.
Cybersecurity Operations and Incident Response Capabilities
The Company maintains a Cybersecurity Operations Center (CSOC) comprised of in-house staff, contracted
personnel, and other third-party security service providers. Our CSOC provides constant monitoring, assessment,
and defense of all enterprise information systems (including web sites, applications, databases, servers, clients, and
data centers) as well as service provider connections and provides incident reporting as needed.
The Company also maintains a Security Incident Response Team (SIRT) that responds to high-risk security incidents
on a 24-hour basis. Members of this team include representatives of our CSOC and Networking Operations Center,
as well as cloud/server engineering, network engineering, enterprise data, identity and access management, GRC,
end-user computing, application development, and IT leadership teams.
Assessments and Audits
The Company uses various methods to assess our cybersecurity maturity and IT risk management program,
including periodic self-assessments and engagements of independent third-party assessors and consultants. We
engaged third-party experts for the initial development of the IT risk management program, including preparation
of the program charter, IT risk register, and responsibility assignment matrix. We use these external engagements
to provide multiple assessments of our cybersecurity functions, including a compromise assessment, a security
posture assessment, and a cyber-defense assessment.
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J.B. Hunt Transport Services, Inc.
Risks Associated with Third-Party Service Providers
The Company’s GRC oversees assessments of third-party service providers in collaboration with our IT contracts,
data privacy, technical architecture, and legal teams. An initial review for any cybersecurity threat is completed
when the provider is onboarded, with subsequent periodic reviews conducted thereafter. These subsequent
reviews occur at different intervals, based on the nature of the business relationship, the type of data being
exchanged (if any), and the overall potential impact to the Company, and include consideration of factors such as
the third party’s cybersecurity capabilities, data protections and privacy measures, and technical capabilities as
related to required integrations with the Company’s systems.
Material Findings from Cybersecurity Risks
The Company faces many of the same risks and has experienced similar cybersecurity incidents as other
transportation providers. None of these risks or incidents to date have materially affected our business strategy,
operations or financial condition.
Governance
The Board of Directors maintains oversight of risks from cybersecurity-related threats, primarily through the Audit
Committee. The Audit Committee holds a special in-person meeting, typically in the fourth quarter, to review
the Company’s cybersecurity as well as the overall IT structure and planned changes with the Company’s Chief
Information Officer (CIO) and provides an update to the Board from that meeting. The Company’s CIO also meets
directly with the full Board of Directors, typically in the second quarter. At this meeting, the CIO reports and
discusses relevant current and new IT risks and the general health and maturity of our overall IT risk management
program. Other updates are provided throughout the year to the Audit Committee and the Board, as needed. In
the event a cybersecurity incident is determined to be significant, a formal meeting of the full Board of Directors is
convened.
Management
The Company’s CIO, senior vice president responsible for technical services, and vice president responsible for
IT risk management manage all material risks associated with cybersecurity threats. Combined, these identified
leaders have more than 50 years of IT and cybersecurity related experience across multiple industries. In the
event of a cybersecurity incident, these leaders engage the Incident Response Team (IRT), a team comprised of
senior- and executive-level leaders from various business units, legal and finance departments, and the corporate
communications team, to help manage and maintain business operations throughout the incident and any recovery
period. The IRT is responsible for reporting details of the incident and its impact on the business to the Executive
Leadership Team (ELT) and making key recommendations for managing operations. The ELT is responsible for
advising the Board of any material cybersecurity incidents. Both the ELT and the IRT have participated in formal
cybersecurity response training.
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111
J.B. Hunt Transport Services, Inc. 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 55 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 1 to 39 acres. Each of our business segments utilizes these
facilities. In addition, we have 123 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
Maintenance and support facilities
Cross-dock and delivery system facilities
Corporate headquarters campus, Lowell, Arkansas
Branch sales offices
Other facilities, offices, and parking yards
ITEM 3. LEGAL PROCEEDINGS
Acreage
Maintenance Shop/
Cross-dock Facility
(square feet)
Office Space
(square feet)
567
80
140
-
751
940,000
4,475,000
-
-
835,000
196,000
136,000
707,000
178,000
285,000
See Note 9, 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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2023 Annual Report
J.B. Hunt Transport Services, Inc. PA RT I I
PA RT I I
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER
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, 2023, we were authorized to issue up to 1 billion shares of our common stock, and 167.1 million
shares were issued. We had 103.2 million and 103.7 million shares outstanding as of December 31, 2023 and 2022
respectively. On February 20, 2024, we had 915 shareholders 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 18, 2024, we announced an increase in our quarterly cash dividend from $0.42 to $0.43
per share, which was paid February 23, 2024, to shareholders of record on February 9, 2024. 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,
2023:
Period
Average
Price
Paid Per
Common
Share
Purchased
Number of
Common
Shares
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, 2023
137,308
$ 178.72
137,308
November 1 through November 30, 2023
December 1 through December 31, 2023
-
-
-
-
-
-
Total
137,308
$ 178.72
137,308
$ 392
392
392
$ 392
(1) On July 20, 2022, our Board of Directors authorized the purchase of up to $500 million of our common stock. This stock repurchase program
has no expiration date.
Stock Performance Graph
The following graph compares the cumulative 5-year total return of shareholders of our common stock with the
cumulative total returns of the S&P 500 index, Nasdaq Transportation index, and a customized peer group. The
peer group consists of 14 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., Union
Pacific Corporation, Waste Management Inc., and XPO, Inc. The graph assumes the value of the investment in
our common stock, in the two indexes, and in the peer group (including reinvestment of dividends) was $100 on
December 31, 2018 and tracks it through December 31, 2023. The stock price performance included in this graph is
not necessarily indicative of future stock price performance.
2023 Annual Report
113
J.B. Hunt Transport Services, Inc. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
Among J.B. Hunt Transport Services, Inc., the S&P 500 Index,
the NASDAQ Transportation Index and a Peer Group
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
Among J.B. Hunt Transport Services, Inc., the S&P 500 Index,
the NASDAQ Transportation Index and a Peer Group
$250
$200
$150
$100
$50
$0
12/18
12/19
12/20
12/21
12/22
12/23
J.B. Hunt Transport Services, Inc.
S&P 500
Nasdaq Transportation
Peer Group
Years Ended December 31,
2018
2019
2020
2021
2022
2023
J.B. Hunt Transport Services, Inc. $
100.00 $
126.76 $
149.71 $
225.50 $
194.09 $
224.36
S&P 500
Nasdaq Transportation
Peer Group
100.00
131.49
155.68
200.37
164.08
207.21
100.00
123.21
130.96
148.36
120.19
161.24
100.00
128.80
154.13
203.71
175.10
208.73
ITEM 6. [RESERVED]
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2023 Annual Report
J.B. Hunt Transport Services, Inc. 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 which
may include certain coverage-layer-specific, aggregated reimbursement limits of covered excess claims. 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 2021 through 2023, we were self-insured for $500,000 per occurrence as well as subject to
coverage-layer-specific, aggregated reimbursement limits of covered excess claims for personal injury and property
damage. We were fully insured for workers’ compensation claims for nearly all states. We have policies in place
for 2024 with substantially the same terms as our 2023 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, claim frequencies and severity, 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,
2023, we had an accrual of approximately $523 million for estimated claims. A significant increase in the volume
of claims or amount of settlements exceeding our coverage-layer specific, aggregated reimbursement limits could
result in a significant increase in our estimated liability for claims in future periods. 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, 2023, we have recorded $493 million of expected reimbursement for covered excess claims, other
insurance deposits, and prepaid insurance premiums.
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115
J.B. Hunt Transport Services, Inc. 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. 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, 2023.
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 6, Income Taxes, in our Consolidated
Financial Statements for a discussion of our current tax contingencies.
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2023 Annual Report
J.B. Hunt Transport Services, Inc. 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.
RESULTS OF OPERATIONS
Operating revenues
100.0%
100.0%
100.0 %
(13.4)%
21.7 %
Percentage of
Operating Revenues
Percentage Change
Between Years
2023
2022
2021
2023 vs. 2022
2022 vs. 2021
Operating expenses:
Rents and purchased transportation
Salaries, wages and employee benefits
Fuel and fuel taxes
Depreciation and amortization
Operating supplies and expenses
Insurance and claims
General and administrative expenses, net of asset
dispositions
Operating taxes and licenses
Communication and utilities
Total operating expenses
Operating income
Net interest expense
Earnings before income taxes
Income taxes
Net earnings
2023 Compared With 2022
45.8
25.4
5.9
5.8
4.0
2.5
2.0
0.6
0.3
49.9
22.8
6.3
4.4
3.4
2.1
1.4
0.5
0.2
53.0
22.7
4.4
4.6
3.0
1.4
1.5
0.5
0.3
92.3
91.0
91.4
7.7
0.4
7.3
1.6
9.0
0.4
8.6
2.1
8.6
0.4
8.2
1.9
(20.6)
(3.4)
(19.3)
14.5
1.4
(0.8)
27.5
9.9
15.4
(12.2)
(25.4)
16.2
(27.0)
(33.8)
14.6
22.1
75.6
15.7
36.1
92.7
10.1
14.8
5.3
21.2
27.4
9.7
28.2
30.6
5.7 %
6.5 %
6.3 %
(24.9)%
27.4 %
Consolidated Operating Revenues
Our total consolidated operating revenues decreased 13.4% to $12.83 billion in 2023, compared to $14.81 billion
in 2022. This decrease was primarily due to lower volume and revenue per load within ICS and JBI, decreased
revenue per load within JBT, and decreased revenue and stop counts in FMS. Fuel surcharge revenues decreased
23.9% to $1.85 billion in 2023, compared to $2.43 billion in 2022. Revenues, excluding fuel surcharge revenues,
decreased 11.3% from 2022.
Consolidated Operating Expenses
Our 2023 consolidated operating expenses decreased 12.2% from 2022, while year-over-year revenue decreased
13.4%, resulting in a 2023 operating ratio of 92.3% compared to 91.0% in 2022.
Rents and purchased transportation costs decreased 20.6% in 2023, primarily due to a decrease in rail and truck
carrier purchased transportation rates within JBI, ICS and JBT segments and decreased JBI and ICS load volume,
which decreased services provided by third-party rail and truck carriers during the current year. Salaries, wages
and employee benefit costs decreased 3.4% in 2023 from 2022. This decrease was primarily related to a decrease
in employee headcounts and lower incentive compensation, partially offset by increased base driver pay and office
personnel compensation in 2023.
Fuel and fuel taxes expense decreased 19.3% in 2023 compared with 2022, due primarily to a decrease in the price
of fuel during 2023 and decreased 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
2023 Annual Report
117
J.B. Hunt Transport Services, Inc. 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.
Depreciation and amortization expense increased 14.5% in 2023, primarily due to equipment purchases related to
new DCS long-term customer contracts, the addition of trailing equipment within our JBI and JBT segments and
increased truck and tractor trades.
Operating supplies and expenses increased 1.4% in 2023 compared with 2022, driven primarily by higher
building and facilities maintenance costs, increased tolls expense, increased towing costs, and higher equipment
maintenance costs compared to 2022. Insurance and claims expense decreased 0.8% in 2023, primarily due to
lower reserve expense for claims subject to insurance coverage-layer-specific aggregated limits and lower claim
volume, partially offset by increased cost per claim and higher insurance policy premium expense. General and
administrative expenses increased 27.5% from 2022, primarily due to a decrease in net gains from sale or disposal
of assets, higher building and yard rental expense, and higher software subscription expense, partially offset by
lower advertising costs and decreased professional service expense. Net loss from sale or disposal of assets was
$27.8 million in 2023, compared to a net gain from sale or disposal of assets of $25.4 million in 2022.
Net interest expense for 2023 increased by 16.2% compared with 2023, due to higher effective interest rates on our
debt and an increase in our average debt balance. Income tax expense decreased 33.8% in 2023, due primarily to
decreased taxable earnings in 2023 and the recording of a discrete benefit associated with the favorable settlement
of an uncertain tax position which had been reserved in a prior period during the current year. Our effective income
tax rate was 22.1% in 2023 and 24.4% in 2022.
Segments
We operated five business segments during 2023. 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:
Operating Revenue by Segment
Operating Income by Segment
Years Ended December 31, (in millions)
Years Ended December 31, (in millions)
JBI
DCS
ICS
FMS
JBT
Total segment
revenues
Intersegment
eliminations
2023
2022
2021
$ 6,208
$ 7,022
$ 5,454
3,543
1,390
918
789
3,524
2,323
1,042
937
2,706
2,471
909
668
12,848
14,848
12,208
(18)
(34)
(40)
Total
$ 12,830
$ 14,814
$ 12,168
JBI
DCS
ICS
FMS
JBT
Total
2023
$ 569
405
(44)
47
16
2022
$ 800
361
57
37
77
2021
$ 603
314
40
34
55
$ 993
$ 1,332
$ 1,046
118
2023 Annual Report
J.B. Hunt Transport Services, Inc.
OPERATING DATA BY SEGMENT
Years Ended December 31,
2023
2022
2021
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)
Average effective trailing equipment
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
Revenue per load
Average length of haul
Tractors (end of period)
Company-owned
Independent contractor
Total tractors
Trailers (end of period)
Average effective trailing equipment usage
2,044,980
1,673
$ 3,035
6,488
6,380
118,171
99,374
4,274,677
175
$ 5,184
13,290
13,252
32,600
32,408
764,839
$ 1,818
13.4%
861
122,100
$765.6
4,596,715
1,540
410,091
$ 1,925
652
27
1,931
1,958
13,561
13,000
2,068,278
1,665
$ 3,395
6,601
6,696
115,150
107,319
4,508,864
168
$ 5,214
13,131
13,374
30,020
31,350
1,027,529
$ 2,261
14.6%
958
156,400
$1,521.1
5,636,432
1,814
398,070
$ 2,353
570
147
2,095
2,242
13,020
10,611
1,984,834
1,684
$ 2,748
5,904
6,194
104,973
98,798
4,138,889
165
$ 4,687
11,230
12,306
31,209
30,150
1,063,473
$ 2,324
11.5%
953
136,400
$1,583.8
6,677,186
1,520
327,231
$2,042
548
165
1,454
1,619
8,785
7,123
(1) Includes company-owned and independent contractor tractors
(2) Using weighted workdays
(3) Includes company-owned, independent contractor, and customer-owned trucks
JBI Segment
JBI segment revenue decreased 12% to $6.21 billion in 2023, from $7.02 billion in 2022. This decrease in revenue
was primarily a result of an 11% decrease in revenue per load, which is the combination of changes in freight mix,
customer rate changes, and fuel surcharge revenue and a 1% decrease in load volume. Eastern network load
volumes decreased 2% and transcontinental loads remained flat compared to 2022. Revenue per load excluding
fuel surcharges decreased 8% compared to 2022.
Operating income of the JBI segment decreased to $569 million in 2023, from $800 million in 2022. The decrease
is primarily due to decreased revenue, and an increase in loss on sale of equipment, together with higher driver
and non-driver wages, insurance and claims expense, and increased network and equipment-related costs as a
percentage of gross revenue, partially offset by lower rail and third-party dray purchased transportation expense.
In addition, JBI incurred $16 million and $33 million in expense for the segment’s portion of the additional casualty
claim reserves in 2023 and 2022, respectively.
2023 Annual Report
119
J.B. Hunt Transport Services, Inc. DCS Segment
DCS segment revenue increased 1% to $3.54 billion in 2023, from $3.52 billion in 2022. Productivity, defined as
revenue per truck per week, decreased 1% compared to 2022. Productivity excluding fuel surcharge revenue
increased 3% from 2022. The increase in productivity excluding fuel surcharge revenue was primarily due to
contractual index-based rate increases and improved utilization of equipment. Customer retention rates are
approximately 93%.
Operating income of our DCS segment increased to $405 million in 2023, from $361 million in 2022. The increase
is primarily due to the maturing of new long-term customer contracts, partially offset by higher driver and non-driver
wages and benefits, an increase in loss on sale of equipment, higher insurance and claims expense, increased
equipment-related costs, and increased bad debt expense when compared to 2022. In addition, DCS incurred $20
million and $27 million in expense for the segment’s portion of the additional casualty claim reserves in 2023 and
2022, respectively.
ICS Segment
ICS segment revenue decreased 40% to $1.39 billion in 2023, from $2.32 billion in 2022. Overall volumes
decreased 26%, while revenue per load decreased 20% when compared to 2022, primarily due to lower contractual
and spot customer rates and changes in customer freight mix when compared to 2022. The decrease in revenue
was partially offset by the acquisition of the brokerage assets of BNSF Logistics, LLC (BNSFL) on September 30,
2023. Contractual business was 64% of the total load volume and 63% of the total revenue in 2023, compared to
48% of the total load volume and 50% of the total revenue in 2022.
Our ICS segment had an operating loss of $44 million in 2023 compared to operating income of $57 million in
2022. The decrease in operating income was primarily due to decreased revenue, lower gross profit margins, and
integration costs related to the BNSFL acquisition, partially offset by lower personnel expenses and decreased
technology cost during 2023. Gross profit margin decreased to 13.4% in the current year versus 14.6% in 2022.
Approximately $766 million of ICS revenue for 2023 was executed through the Marketplace for J.B. Hunt 360º
compared to $1.52 billion in 2022. ICS’s carrier base decreased 22% when compared to 2022, primarily due to
changes in carrier qualification requirements. In addition, ICS incurred $10 million and $22 million in expense for the
segment’s portion of the additional casualty claim reserves in 2023 and 2022, respectively.
FMS Segment
FMS segment revenue decreased 12% to $918 million in 2023 from $1.04 billion in 2022, primarily due to decreased
customer demand and the effects of internal efforts to improve revenue quality across certain accounts, partially
offset by improved revenue quality at underperforming accounts and the addition of multiple new customer
contracts implemented over the past year.
Operating income of our FMS segment increased to $47 million in 2023, from $37 million in 2022. The increase
in operating income was primarily due to improvements in revenue quality, lower personnel expenses, lower bad
debt expense, and overall cost management, partially offset by inflationary increases in facility rental expenses and
increased technology costs. In addition, FMS incurred $3 million and $5 million in expense for the segment’s portion
of the additional casualty claim reserves in 2023 and 2022, respectively.
JBT Segment
JBT segment revenue decreased 16% to $789 million in 2023, from $937 million in 2022. Excluding fuel surcharges,
revenue for 2023 decreased 17% compared to 2022, primarily due to a 19% decrease in revenue excluding fuel
surcharge revenue per load, partially offset by a 3% increase in load volume compared to 2022. Load volume
growth was primarily related to the continued expansion of J.B. Hunt 360box which leverages the J.B. Hunt 360º
platform to access drop trailer capacity for customers across our transportation network. Total average effective
trailer count in 2023 was 13,000 compared to 10,611 in 2022. At the end of 2023, JBT operated 1,958 tractors,
predominantly independent contractors, compared to 2,242 at the end of 2022.
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2023 Annual Report
J.B. Hunt Transport Services, Inc. Operating income of our JBT segment decreased to $16 million in 2023, from $77 million in 2022. The decrease in
operating income was driven primarily by the decrease in revenue and an increase in loss on sale of equipment,
together with higher purchased transportation expense and equipment-related costs as a percentage of gross
revenue. In addition, JBT incurred $4 million and $7 million in expense for the segment’s portion of the additional
casualty claim reserves in 2023 and 2022, respectively.
2022 Compared With 2021
Consolidated Operating Revenues
Our total consolidated operating revenues increased 21.7% to $14.81 billion in 2022, compared to $12.17 billion in
2021. This increase was primarily due to higher revenue per load and increased load volumes within JBI and JBT,
increased average revenue producing trucks and fleet productivity within DCS, and increased revenue in FMS
primarily driven by a business acquisition, partially offset by decreased ICS load volume. Fuel surcharge revenues
increased 94.2% to $2.43 billion in 2022, compared to $1.25 billion in 2021. Revenues excluding fuel surcharge
revenues increased 13.4% from 2021.
Consolidated Operating Expenses
Our 2022 consolidated operating expenses increased 21.2% from 2021, while year-over-year revenue increased
21.7%, resulting in a 2022 operating ratio of 91.0% compared to 91.4% in 2021.
Rents and purchased transportation costs increased 14.6% in 2022, primarily due to an increase in rail carrier
purchased transportation costs within the JBI segment and an increase in the use of third-party truck carriers by
JBT, partially offset by decreased ICS load volume. Salaries, wages and employee benefit costs increased 22.1% in
2022 from 2021. This increase was primarily related to increases in driver pay and office personnel compensation
and an increase in the number of employees as well as an increase in group medical expense compared to 2021.
Fuel and fuel taxes expense increased 75.6% in 2022 compared with 2021, due primarily to an increase in the price
of fuel during 2022 and increased road miles. Depreciation and amortization expense increased 15.7% in 2022,
primarily due to equipment purchases related to new DCS long-term customer contracts, the addition of trailing
equipment within our JBI and JBT segments and increased intangible asset amortization expense resulting from the
business acquisition within FMS.
Operating supplies and expenses increased 36.1% in 2022 compared with 2021, driven primarily by higher
equipment maintenance costs, due to holding equipment longer, increased tire expense, increased tolls expense,
and higher travel and entertainment expenses compared to 2021. Insurance and claims expense increased 92.7%
in 2022, primarily due to increased cost per claim, higher insurance policy premium expense, and the inclusion
of $94.0 million of expense for additional casualty claim reserves for claims subject to insurance coverage-layer-
specific aggregated limits in 2022. General and administrative expenses increased 10.1% from 2021, primarily due to
higher building rentals, higher software subscription expense, increased professional services expense, and higher
bad debt expense, partially offset by higher net gains from sale or disposals of assets. Net gain from sale or disposal
of assets was $25.4 million in 2022, compared to a net loss from sale or disposals of assets of $5.5 million in 2021.
Net interest expense for 2022 increased by 9.7% compared with 2021, due to higher effective interest rates on
our debt. Income tax expense increased 30.6% in 2022, due primarily to increased taxable earnings in 2022. Our
effective income tax rate was 24.4% in 2022 and 23.9% in 2021.
JBI Segment
JBI segment revenue increased 29% to $7.02 billion in 2022, from $5.45 billion in 2021. This increase in revenue
was primarily a result of a 24% increase in revenue per load, which is the combination of changes in freight mix,
customer rate changes, cost recovery efforts, and fuel surcharge revenue and a 4% increase in load volume. Eastern
network load volumes increased 9% and transcontinental loads increased 1% compared to 2021. Revenue per load
excluding fuel surcharges increased 15% compared to 2021.
2023 Annual Report
121
J.B. Hunt Transport Services, Inc. Operating income of the JBI segment increased to $800 million in 2022, from $603 million in 2021. The increase
is primarily due to increased revenue and higher net gains from the sale of equipment during the current year,
partially offset by higher rail and third-party dray purchased transportation expense, higher costs to attract and
retain drivers, increased non-driver salary and wages, higher equipment-related expenses, increased insurance and
claims expense, and higher costs due to rail and port network inefficiencies and customer detention of equipment.
In addition, JBI incurred $33 million in expense for the segment’s portion of the additional casualty claim reserves in
2022.
DCS Segment
DCS segment revenue increased 30% to $3.52 billion in 2022, from $2.71 billion in 2021. Productivity, defined
as revenue per truck per week, increased 11% compared to 2021. Productivity excluding fuel surcharge revenue
increased 4% from 2021. The increase in productivity was primarily due to contractual index-based rate increases,
partially offset by lower productivity of equipment on start-up accounts. Customer retention rates remained above
98%.
Operating income of our DCS segment increased to $361 million in 2022, from $314 million in 2021. Higher
revenues and higher net gains from the sale of equipment during 2022 were partially offset by increased driver
and non-driver wages, benefits and recruiting costs, higher equipment-related expenses, higher costs related to
the implementation of new long-term customer contracts, increased insurance and claims expense, and higher bad
debt expense when compared to 2021. In addition, DCS incurred $27 million in expense for the segment’s portion of
the additional casualty claim reserves in 2022.
ICS Segment
ICS segment revenue decreased 6% to $2.32 billion in 2022, from $2.47 billion in 2021. Overall volumes decreased
3% when compared to 2021. Revenue per load decreased 3% when compared to 2021, primarily due to changes
in customer freight mix, partially offset by higher contractual customer rates within the truckload business when
compared to 2021. Contractual business was 48% of the total load volume and 50% of the total revenue in 2022,
compared to 40% of the total load volume and 37% of the total revenue in 2021.
Operating income of our ICS segment increased to $57 million in 2022, from $40 million in 2021. The increase
in operating income was primarily due to higher gross profit margins, partially offset by higher personnel costs,
increased technology spending, increased insurance and claims expense, and higher bad debt expense during
2022. In addition, ICS incurred $22 million in expense for the segment’s portion of the additional casualty claim
reserves in 2022. Gross profit margin increased to 14.6% in the current year versus 11.5% in 2021. Approximately
$1.52 billion of ICS revenue for 2022 was executed through the Marketplace for J.B. Hunt 360º compared to $1.58
billion in 2021. ICS’s carrier base increased 15% when compared to 2021.
FMS Segment
FMS segment revenue increased 15% to $1.04 billion in 2022 from $909 million in 2021, primarily due to the
implementation of multiple new customer contracts and the acquisition of Zenith Freight Lines, LLC (Zenith) in 2022.
The increase in revenue was partially offset by the effects of internal efforts to improve revenue quality across
certain accounts as well as supply-chain related constraints for goods in the primary markets served by FMS.
Operating income of our FMS segment increased to $37 million in 2022, from $34 million in 2021. The increase
in operating income was primarily due to increased revenues, partially offset by higher personnel salary, wages
and benefits expense, higher equipment-related expenses, increased insurance and claims expense, increased
driver recruiting costs, increased technology costs, and implementation costs related to new long-term contractual
business. In addition, FMS incurred $5 million in expense for the segment’s portion of the additional casualty claim
reserves in 2022, while 2021 included an aggregated benefit of $9 million from the net settlement of claims and the
reduction of a contingent liability.
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2023 Annual Report
J.B. Hunt Transport Services, Inc. JBT Segment
JBT segment revenue increased 40% to $937 million in 2022, from $668 million in 2021. Excluding fuel surcharges,
revenue for 2022 increased 31% compared to 2021, primarily due to a 22% increase in load volume and a 8%
increase in revenue excluding fuel surcharge revenue per load compared to 2021. The 2022 growth in load count
was primarily due to the continued expansion of J.B. Hunt 360box which leverages the J.B. Hunt 360º platform to
access drop trailer capacity for customers across our transportation network. Total average effective trailer count
in 2022 was 10,611 compared to 7,123 in 2021. At the end of 2022, JBT operated 2,242 tractors compared to 1,619 at
the end of 2021.
Operating income of our JBT segment increased to $77 million in 2022, from $55 million in 2021. The increase in
operating income was driven primarily by increased load counts and revenue per load during the current year, which
were partially offset by higher purchased transportation expense, higher equipment-related expenses, increased
personnel costs, increased insurance and claims expense, and increased technology spending related to the
continued expansion of J.B. Hunt 360box. In addition, JBT incurred $7 million in expense for the segment’s portion
of the additional casualty claim reserves in 2022.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities totaled $1.74 billion in 2023, compared to $1.78 billion in 2022. The
decrease was primarily due to decreased earnings of approximately $241 million, mostly offset by the timing of
general working capital activities.
Net cash used in investing activities totaled $1.69 billion in 2023, compared with $1.55 billion in 2022. The increase
resulted primarily from an increase in equipment purchases, net of proceeds from the sale of equipment, partially
offset by lower business acquisitions in 2023.
Net cash used in financing activities was $58 million in 2023, compared with $530 million in 2022. This decrease
resulted primarily from a decrease in current year treasury stock purchases and the fact that 2022 included the full
retirement of our $350 million of 3.30% senior notes that matured in August 2022.
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 $0.28 per share quarterly dividend in the first quarter of 2021, a $0.30 per share quarterly
dividend in the last three quarters of 2021, a $0.40 per share quarterly dividend in 2022, and a $0.42 per share
quarterly dividend in 2023. On January 18, 2024, we announced an increase in our quarterly cash dividend from
$0.42 to $0.43 per share, which was paid February 23, 2024, to shareholders of record on February 9, 2024. 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 and real estate transactions. We are frequently able to accelerate or postpone a portion of equipment
replacements or other capital expenditures depending on market and overall economic conditions. In recent years,
we have obtained capital through cash generated from operations, revolving 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 2024, it is our intent to pay the entire outstanding balances in full, on or before the maturity dates, using
our existing cash balance, 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, 2023, we were
authorized to borrow up to $1.5 billion through a revolving line of credit and committed term loans, which is
2023 Annual Report
123
J.B. Hunt Transport Services, Inc. supported by a credit agreement with a group of banks. The revolving line of credit authorizes us to borrow up to
$1.0 billion under a five-year term expiring September 2027, and allows us to request an increase in the revolving
line of credit total commitment by up to $300 million and to request two one-year extensions of the maturity date.
The committed term loans authorized us to borrow up to an additional $500 million during the nine-month period
beginning September 27, 2022, due September 2025, which we exercised in June 2023. The applicable interest
rates under this agreement are based on either the Secured Overnight Financing Rate (SOFR), or a Base Rate,
depending upon the specific type of borrowing, plus an applicable margin and other fees. At December 31, 2023,
we had a cash balance of $53.3 million. Under our senior credit facility, we had a $130.0 million outstanding balance
on the revolving line of credit and a $500.0 million outstanding balance of term loans at an average interest rate of
6.44%.
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 and 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 two separate issuances. The first is $250 million of 3.85% senior notes due March
2024, which was issued in March 2014. Interest payments under these notes are due semiannually in March and
September of each year, beginning September 2014. The second is $700 million of 3.875% senior notes due March
2026, issued in March 2019. Interest payments under these notes 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.
Our financing arrangements require us to maintain certain covenants and financial ratios. At December 31, 2023, we
were in compliance with all covenants and financial ratios.
We are currently committed to spend approximately $868 million, net of proceeds from sales or trade-ins, during
the years 2024 and 2025, as well as an additional $381 million thereafter. These expenditures will relate primarily
to the acquisition of tractors, containers, chassis, and other trailing equipment. We had no other off-balance sheet
arrangements as of December 31, 2023.
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 3.85% to 3.875%. These fixed-rate
facilities reduce the impact of changes to market interest rates on future interest expense. Our senior credit facility
has variable interest rates, which are based on either SOFR or a Base Rate, depending upon the specific type of
borrowing, plus an applicable margin and other fees. At December 31, 2023, the average interest rate under our
senior credit facility was 6.44%. 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 $6.3 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, 2023. 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.
124
2023 Annual Report
J.B. Hunt Transport Services, Inc. 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, 2023, 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
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2023 and 2022
Consolidated Statements of Earnings for years ended December 31, 2023, 2022, and 2021
Consolidated Statements of Shareholders’ Equity for years ended December 31, 2023, 2022, and 2021
Consolidated Statements of Cash Flows for years ended December 31, 2023, 2022, and 2021
Notes to Consolidated Financial Statements
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
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 Commission’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, 2023.
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, 2023, 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).
2023 Annual Report
125
J.B. Hunt Transport Services, Inc. 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, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.
ITEM 9B. OTHER INFORMATION
During the three months ended December 31, 2023, none of our directors or officers adopted or
terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is
defined in Item 408(a) of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS
None.
126
2023 Annual Report
J.B. Hunt Transport Services, Inc. PART III
PA RT I I I
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 Shareholders to be held April 25, 2024.
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 Shareholders to be held April 25, 2024.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED SHAREHOLDER 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 Shareholders to be held April 25, 2024.
Securities Authorized For Issuance Under Equity Compensation Plans
The following table summarizes, as of December 31, 2023, 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)
1,323,215
(B)
$ - (2)
(C)
3,866,900
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 Shareholders to be held April 25, 2024.
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 Shareholders to be held April 25, 2024.
2023 Annual Report
127
J.B. Hunt Transport Services, Inc. PA RT I V
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:
December 31, 2021
December 31, 2022
December 31, 2023
Balance at
Beginning of Year
Charged to
Expense
Write-Offs, Net
of Recoveries
Balance at End
of Year
$ 18.4
16.8
22.3
$ 2.6
9.0
9.0
$ (4.2)
(3.5)
(6.7)
$ 16.8
22.3
24.6
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
128
2023 Annual Report
J.B. Hunt Transport Services, Inc.
Exhibit
Number
Description
3.1
3.2
3.3
3.4
3.5
4.1
4.2
4.3
4.4
4.5
10.1
10.2
10.3
10.4
10.5
21.1
22.1
23.1
24.1
31.1
31.2
32.1
97.1
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)
Amendment No. 1 to the Second Amended and Restated Bylaws J.B. Hunt Transport Services, Inc., dated July 20, 2022
(incorporated by reference from Exhibit 3.1 of the Company’s current report on Form 8-K filed July 26, 2022)
Amendment No. 2 to the Second Amended and Restated Bylaws of J.B. Hunt Transport Services, Inc. dated January 19, 2023
(incorporated by reference from Exhibit 3.1 of the Company’s current report on Form 8-K, filed January 24, 2023)
Amendment No. 3 to the Second Amended and Restated Bylaws of J.B. Hunt Transport Services, Inc., dated October 19, 2023
(incorporated by reference from Exhibit 3.1 of the Company’s current report on Form 8-K, filed October 24, 2023)
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)
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 2022 (incorporated by reference from Exhibit
99.1 of the Company’s current report on Form 8-K, filed January 24, 2022)
Summary of Compensation Arrangements with Named Executive Officers for 2023 (incorporated by reference from Exhibit
99.1 of the Company’s current report on Form 8-K, filed January 24, 2023)
Amended and Restated Credit Agreement and related documents (incorporated by reference from Exhibit 10.1 of the
Company’s current report on Form 8-K, filed October 3, 2022)
Subsidiaries of J.B. Hunt Transport Services, Inc.
List of Guarantor Subsidiaries of J.B. Hunt Transport Services, Inc.
Consent of PricewaterhouseCoopers 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
Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted
pursuant to 17 C.F.R. 240.10D-1.
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).
2023 Annual Report
129
J.B. Hunt Transport Services, Inc. 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 23rd day of February 2024.
J.B. HUNT TRANSPORT SERVICES, INC.
(Registrant)
By: /s/ John N. Roberts, III
John N. Roberts, III
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 23rd day of February 2024, 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
*
*
*
Francesca M. Edwardson
*
*
*
*
*
*
Wayne Garrison
Sharilyn S. Gasaway
John B. Hill, III
J. Bryan Hunt, Jr.
Persio Lisboa
Patrick Ottensmeyer
*By /s/ John N. Roberts, III
John N. Roberts, III
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
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
As Attorney-in-Fact Pursuant to Powers of Attorney filed herewith
130
2023 Annual Report
J.B. Hunt Transport Services, Inc.
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)
Consolidated Balance Sheets as of December 31, 2023 and 2022
Consolidated Statements of Earnings for years ended December 31, 2023, 2022, and 2021
Consolidated Statements of Shareholders Equity for years ended December 31, 2023, 2022, and 2021
Consolidated Statements of Cash Flows for years ended December 31, 2023, 2022, and 2021
Notes to Consolidated Financial Statements
Page
132
133
135
136
137
138
139
2023 Annual Report
131
J.B. Hunt Transport Services, Inc. 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, 2023. 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, 2023, 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, 2023, 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
Chief Executive Officer
(Principal Executive Officer)
/s/ John Kuhlow
John Kuhlow
Chief Financial Officer,
Executive Vice President
(Principal Financial and Accounting Officer)
132
2023 Annual Report
J.B. Hunt Transport Services, Inc.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of J.B. Hunt Transport Services, Inc. and its subsidiaries (the
“Company”)
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of J.B. Hunt Transport Services, Inc. and its
subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of
earnings, of shareholders’ equity and of cash flows for each of the three years in the period ended December 31,
2023, including the related notes and schedule of valuation and qualifying accounts for each of the three years in
the period ended December 31, 2023 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, 2023, 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, 2023 and 2022, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2023 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, 2023, 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 audits. 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audits 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 audits 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 audits 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
audits also included performing such other procedures as we considered necessary in the circumstances. We
believe that our audits provide 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 made
2023 Annual Report
133
J.B. Hunt Transport Services, Inc.
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 maintains insurance coverage for
loss of a portion of expenses related to employee injuries, vehicular collisions, accidents and cargo damage which
include a level of self-insurance coverage applicable to each claim. As of December 31, 2023, the Company’s claims
accrual balance for self-insured claims was $523 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, loss-development factors based on historical claims experience, and claim frequencies and
severity.
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, loss-
development factors based on historical claims experience, and claim frequencies and severity, 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, loss-development factors based on historical claims experience, and
claim frequencies and severity. 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, loss-development factors based on historical claims experience, and claim frequencies and severity
used in the calculation of the estimate. Professionals with specialized skill and knowledge were used to assist in
evaluating (i) the appropriateness of the Company’s claims accrual process, (ii) the appropriateness of the actuarial
method, and (iii) the reasonableness of the expected loss rate, loss-development factors, and claim frequencies and
severity used in developing the estimate.
/s/ PricewaterhouseCoopers LLP
Springdale, Arkansas
February 23, 2024
We have served as the Company’s auditor since 2021.
134
2023 Annual Report
J.B. Hunt Transport Services, Inc.
J.B. HUNT TRANSPORT SERVICES, INC.
Consolidated Balance Sheets
December 31, 2023 and 2022
(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 Shareholders’ 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)
Shareholders’ 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, 2023 and 2022, of which 103,220,027 and
103,743,382 shares were outstanding at December 31, 2023 and 2022,
respectively)
Additional paid-in capital
Retained earnings
Treasury stock, at cost (63,879,405 shares at December 31, 2023, and
63,356,050 shares at December 31, 2022
Total shareholders’ equity:
2023
2022
$
53,344
$
1,334,912
354,968
42,186
299,502
2,084,912
7,293,093
258,144
462,536
754,099
8,767,872
2,993,959
5,773,913
134,057
133,896
411,482
51,927
1,528,075
330,764
40,602
260,410
2,211,778
6,815,776
88,699
382,007
712,998
7,999,480
3,019,663
4,979,817
120,449
115,941
358,597
$
$
8,538,260
$
$7,786,582
249,961
$
-
737,364
547,277
94,563
150,256
1,779,421
1,326,107
392,766
936,208
4,434,502
-
1,671
549,132
6,978,119
(3,425,164)
4,103,758
798,776
452,149
188,252
129,054
1,568,231
1,261,738
369,314
920,531
4,119,814
-
1,671
499,897
6,423,730
(3,258,530)
3,666,768
$ 7,786,582
Total liabilities and shareholders' equity
$
8,538,260
$
See Notes to Consolidated Financial Statements.
2023 Annual Report
135
J.B. Hunt Transport Services, Inc.
J.B. HUNT TRANSPORT SERVICES, INC.
Consolidated Statements of Earnings
Years Ended December 31, 2023, 2022 and 2021
(in thousands, except per share amounts)
Operating revenues, excluding fuel surcharge revenues
$
10,978,387
$
12,381,359
$
10,915,442
2023
2022
2021
Fuel surcharge revenues
Total operating revenues
Operating expenses:
1,851,278
2,432,640
1,252,860
12,829,665
14,813,999
12,168,302
Rents and purchased transportation
5,872,591
7,392,179
6,449,068
Salaries, wages and employee benefits
3,257,484
3,373,063
2,761,680
Fuel and fuel taxes
Depreciation and amortization
Operating supplies and expenses
Insurance and claims
General and administrative expenses, net of asset dispositions
Operating taxes and licenses
Communication and utilities
751,497
737,954
509,354
315,678
274,564
74,996
42,351
931,710
644,520
502,553
318,123
215,361
68,230
36,707
530,642
557,093
369,294
165,052
195,616
59,462
34,865
Total operating expenses
11,836,469
13,482,446
11,122,772
Operating income
Interest income
Interest expense
Earnings before income taxes
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.
993,196
1,331,553
1,045,530
7,624
65,933
1,069
51,249
934,887
1,281,373
206,600
312,022
493
46,251
999,772
238,966
$
$
$
728,287
$
969,351
$
760,806
103,440
104,141
105,359
7.04
$
9.31
$
7.22
104,451
105,276
106,593
6.97
$
9.21
$
7.14
136
2023 Annual Report
J.B. Hunt Transport Services, Inc. J.B. HUNT TRANSPORT SERVICES, INC.
Consolidated Statements of Shareholders' Equity
Years Ended December 31, 2023, 2022 and 2021
(in thousands, except per share amounts)
Balances at December 31, 2020
$
1,671
$
408,244 $
4,984,739
$
(2,794,516)
$
2,600,138
Common Stock
Additional Paid-
in Capital
Retained
Earnings
Treasury Stock
Shareholders’
Equity
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
-
-
-
-
-
-
-
-
61,505
(21,532)
760,806
(124,442)
-
-
760,806
(124,442)
-
-
-
(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
Comprehensive income:
Net earnings
Cash dividend declared and paid ($1.60
per share)
Purchase of treasury shares
Share-based compensation
Restricted share issuances, net of stock
repurchased for payroll taxes and other
-
-
-
-
-
-
-
-
77,535
(25,855)
969,351
(166,724)
-
-
969,351
(166,724)
-
-
-
(300,030)
(300,030)
-
77,535
(5,325)
(31,180)
Balances at December 31, 2022
$
1,671
$
499,897 $
6,423,730
$
(3,258,530)
$
3,666,768
Comprehensive income:
Net earnings
Cash dividend declared and paid ($1.68
per share)
Purchase of treasury shares
Share-based compensation
Restricted share issuances, net of stock
repurchased for payroll taxes and other
-
-
-
-
-
-
-
-
79,189
(29,954)
728,287
(173,898)
-
-
728,287
(173,898)
-
-
-
(159,576)
(159,576)
-
79,189
(7,058)
(37,012)
Balances at December 31, 2023
$
1,671 $
549,132 $
6,978,119
$
(3,425,164)
$
4,103,758
See Notes to Consolidated Financial Statements.
2023 Annual Report
137
J.B. Hunt Transport Services, Inc. J.B. HUNT TRANSPORT SERVICES, INC.
Consolidated Statements of Cash Flows
Years Ended December 31, 2023, 2022 and 2021
(in thousands)
Cash flows from operating activities:
Net earnings
Adjustments to reconcile net earnings to net cash provided by operating
activities:
2023
2022
2021
$
728,287
$
969,351
$
760,806
Depreciation and amortization
Noncash lease expense
Share-based compensation
(Gain)/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
Net cash provided by operating activities
Cash flows from investing activities:
Additions to property and equipment
Proceeds from sale of equipment
Business acquisitions
Net cash used in investing activities
Cash flows from financing activities:
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 (decrease)/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.
737,954
97,666
79,189
27,806
15,677
259,449
62,054
(39,351)
(48,346)
18,429
(194,196)
1,744,618
644,520
83,797
77,535
(25,422)
175,089
(13,950)
(69,025)
(83,892)
(23,838)
117,887
(75,170)
557,093
55,137
61,505
5,540
53,420
(382,216)
(30,633)
(15,252)
140,295
35,051
(16,848)
1,776,882
1,223,898
(1,862,431)
(1,540,796)
262,216
(85,000)
108,901
(118,175)
(1,685,215)
(1,550,070)
-
2,223,600
(1,911,100)
(159,576)
(37,012)
(173,898)
(57,986)
1,417
51,927
(350,000)
1,738,100
(1,420,600)
(300,030)
(31,180)
(166,724)
(530,434)
(303,622)
355,549
$
$
$
$
53,344
$
51,927
$
65,561
135,385
44,692
$
$
$
50,433
195,827
107,474
$
$
$
(947,563)
70,545
-
(877,018)
-
-
-
(151,720)
(28,471)
(124,442)
(304,633)
42,247
313,302
355,549
47,016
203,740
60,464
138
2023 Annual Report
J.B. Hunt Transport Services, Inc. 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.
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.
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 $24.6 million at December 31, 2023
and $22.3 million at December 31, 2022. During 2023, the allowance for uncollectible accounts increased by $9.0
million and was reduced $6.7 million by write-offs. During 2022, the allowance for uncollectible accounts increased
by $9.0 million and was reduced $3.5 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.
2023 Annual Report
139
J.B. Hunt Transport Services, Inc. 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, 2023 and 2022, we had no available-for-sale securities. See Note 7, 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
10 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.
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 13,
Segment Information, for revenue reported by segment. All revenue transactions between reporting segments are
eliminated in consolidation.
140
2023 Annual Report
J.B. Hunt Transport Services, Inc. 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 expedited, 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 last-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, retail-pooling distributions, and less-than-truckload (LTL)
services. FMS operations usually include formal, written long-term 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 360º 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.
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. At December 31, 2023 and 2022, we had
no derivative instruments.
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
2023 Annual Report
141
J.B. Hunt Transport Services, Inc. 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 shareholders 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):
Weighted average shares outstanding – basic
Effect of common stock equivalents
Weighted average shares outstanding – diluted
Years ended December 31,
2023
103,440
1,011
104,451
2022
104,141
1,135
105,276
2021
105,359
1,234
106,593
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, 2023, 2022, and 2021, our top 10 customers, based on revenue, accounted
for approximately 36%, 38%, and 39% of our total revenue. Our top 10 customers, based on revenue, accounted for
approximately 34% and 36% of our total trade accounts receivable at December 31, 2023 and 2022, respectively.
One customer accounted for approximately 13%, 14%, and 12% of our total revenue for the years ended December
31, 2023, 2022, and 2021, 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 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 which may
include certain coverage-layer-specific, aggregated reimbursement limits of covered excess claims.
The amounts of self-insurance change from time to time based on measurement dates, policy expiration dates,
and claim type. For 2021 through 2023, we were self-insured for $500,000 per occurrence as well as subject to
coverage-layer-specific, aggregated reimbursement limits of covered excess claims for personal injury and property
damage. We were fully insured for workers’ compensation claims for nearly all states. We have policies in place
for 2024 with substantially the same terms as our 2023 policies for personal injury, property damage, workers’
compensation, and cargo loss or damage.
142
2023 Annual Report
J.B. Hunt Transport Services, Inc. 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, claim frequencies and severity, 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, 2023 and 2022, we had an accrual of approximately $523 million and $427 million, respectively, for
estimated claims, which are recorded in claims accruals in our Consolidated Balance Sheets. A significant increase
in the volume of claims or amount of settlements exceeding our coverage-layer specific, aggregated reimbursement
limits could result in significant increase in our estimated liability for claims in future periods. 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, 2023 and 2022, we have recorded $493 million and $374 million, respectively, of
expected reimbursement for covered excess claims, other insurance deposits, and prepaid insurance premiums.
Of these total asset balances, $276 million and $198 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, 2023 and 2022, 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.
Recent Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update
(ASU) 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures, which requires
disclosure of significant segment expense categories and amounts for each of our reportable segments. The
new standard is effective retrospectively for us on January 1, 2024, for annual periods, and January 1, 2025, for
interim periods, with early adoption permitted. We are currently evaluating the impact of the adoption of this
accounting pronouncement on our Consolidated Financial Statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures,
which enhances income tax disclosures to provide more transparency about income tax information, primarily
related to the rate reconciliation and income taxes paid by jurisdiction information. These disclosures will include
consistent categories and greater disaggregation of information in the rate reconciliation and require income
taxes paid to be disaggregated by jurisdiction as well as additional amendments to improve the effectiveness of
income tax disclosures. The new standard is effective prospectively for us on January 1, 2025, with retrospective
adoption permitted. We are currently evaluating the impact of the adoption of this accounting pronouncement
on our Consolidated Financial Statements.
2023 Annual Report
143
J.B. Hunt Transport Services, Inc. 3. Financing Arrangements
Outstanding borrowings, net of unamortized discount and unamortized debt issuance cost under our current financing
arrangements consist of the following (in millions):
Senior credit facility
Senior notes
Less current portion of long-term debt
Total long-term debt
December 31,
2023
$627.9
948.2
(250.0)
2022
$314.7
947.0
-
$1,326.1
$1,261.7
Aggregate maturities of long-term debt subsequent to December 31, 2023, are as follows: $250.0 million in 2024,
$698.2 million in 2026, and $627.9 million in 2027.
Senior Credit Facility
At December 31, 2023, we were authorized to borrow up to $1.5 billion through a revolving line of credit and
committed term loans, which is supported by a credit agreement with a group of banks. The revolving line of credit
authorizes us to borrow up to $1.0 billion under a five-year term expiring September 2027, and allows us to request
an increase in the revolving line of credit total commitment by up to $300 million and to request two one-year
extensions of the maturity date. The committed term loans authorized us to borrow up to an additional $500 million
during the nine-month period beginning September 27, 2022, due September 2025, which we exercised in June
2023. The applicable interest rates under this agreement are based on either the Secured Overnight Financing
Rate (SOFR), or a Base Rate, depending upon the specific type of borrowing, plus an applicable margin and other
fees. At December 31, 2023, we had $130.0 million outstanding on the revolving line of credit and a $500.0 million
outstanding balance of term loans, at an average interest rate of 6.44%, under this agreement.
Senior Notes
Our senior notes consist of two separate issuances. The first is $250 million of 3.85% senior notes due March
2024, which was issued in March 2014. Interest payments under these notes are due semiannually in March and
September of each year, beginning September 2014. The second is $700 million of 3.875% senior notes due March
2026, issued in March 2019. Interest payments under these notes are due semiannually in March and September of
each year, beginning September 2019. Both 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 minor. 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. Both 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.
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, 2023.
4. 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, 2023 or 2022. 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 shareholders. On January 18, 2024, we announced an increase in our quarterly cash dividend from $0.42 to
$0.43 per share, which was paid February 23, 2024, to shareholders of record on February 9, 2024. At December
31, 2023, we had 1.3 million shares of common stock to be issued upon the vesting of equity awards and 3.9 million
shares reserved for future issuance pursuant to share-based payment plans. During calendar year
144
2023 Annual Report
J.B. Hunt Transport Services, Inc. 2023, we purchased approximately 902,100 shares, or $159.6 million, of our common stock in accordance with
plans authorized by our Board. At December 31, 2023, we had $391.5 million available under an authorized plan to
purchase our common stock.
5. 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 4 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 3 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.
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):
Restricted share units
Pretax compensation expense
Tax benefit
Restricted share units, net of tax
Performance share units
Pretax compensation expense
Tax benefit
Performance share awards, net of tax
Years ended December 31,
2023
2022
2021
$ 56,837
12,561
$ 44,276
$ 22,352
4,940
$ 17,412
$ 54,276
13,216
$ 41,060
$ 23,259
5,664
$ 17,595
$ 44,505
10,637
$ 33,868
$ 17,000
4,063
$ 12,937
2023 Annual Report
145
J.B. Hunt Transport Services, Inc. A summary of our restricted share units and performance share units is as follows:
Restricted Share Units
Number of Shares
Weighted Average Grant Date Fair Value
Unvested at December 31, 2020
Granted
Vested
Forfeited
Unvested at December 31, 2021
Granted
Vested
Forfeited
Unvested at December 31, 2022
Granted
Vested
Forfeited
Unvested at December 31, 2023
1,345,146
360,734
(387,948)
(27,700)
1,290,232
317,751
(427,942)
(38,704)
1,141,337
277,234
(443,883)
(38,196)
936,492
$ 97.22
150.33
100.36
118.20
$ 110.83
189.66
118.00
138.94
$ 129.75
180.00
125.36
143.45
$ 147.02
Performance Share Units
Number of Shares
Weighted Average Grant Date Fair Value
Unvested at December 31, 2020
Granted
Vested
Forfeited
Unvested at December 31, 2021
Granted
Vested
Forfeited
Unvested at December 31, 2022
Granted
Vested
Forfeited
Unvested at December 31, 2023
333,925
135,500
(95,415)
-
374,010
135,842
(108,823)
-
401,029
150,051
(142,346)
(22,011)
386,723
$ 109.57
143.32
103.21
-
$ 123.42
189.05
117.57
-
$ 146.96
174.23
127.36
170.87
$ 163.87
At December 31, 2023, we had $60.8 million and $24.7 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 2.6 years for restricted share units and 2.3 years for
performance share units.
The aggregate intrinsic value of restricted and performance share units vested during the years ended December
31, 2023, 2022, and 2021, was $104.0 million, $94.0 million, and $84.9 million, respectively. The aggregate intrinsic
value of unvested restricted and performance share units was $264.3 million at December 31, 2023. The total fair
value of shares vested for restricted share and performance share units during the years ended December 31, 2023,
2022, and 2021, was $73.8 million, $63.1 million, and $48.8 million, respectively.
146
2023 Annual Report
J.B. Hunt Transport Services, Inc. Income Taxes
6.
Income tax expense attributable to earnings before income taxes consists of (in thousands):
Current:
Federal
State and local
Deferred:
Federal
State and local
Total tax expense/(benefit)
Years ended December 31,
2023
2022
2021
$ 146,595
44,328
190,923
23,544
(7,867)
15,677
$ 206,600
$ 85,855
51,078
136,933
172,334
2,755
175,089
$ 312,022
$ 142,542
43,004
185,546
43,900
9,520
53,420
$ 238,966
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
State tax, net of federal effect
Benefit of stock compensation
199/R&D credit, net of FIN 48
Federal 1341 Claim
Nondeductible meals and entertainment
Change in effective state tax rate, net of federal benefit
Other, net
Total tax expense
Years ended December 31,
2023
$ 196,326
28,997
(7,442)
(622)
(14,616)
2,331
(193)
1,819
2022
$ 269,088
41,624
(7,584)
5,839
-
294
1,561
1,200
2021
$ 209,952
37,223
(7,583)
(1,524)
-
130
(724)
1,492
$ 206,600
$ 312,022
$ 238,966
2023 Annual Report
147
J.B. Hunt Transport Services, Inc.
Income taxes receivable was $40.7 million and $102.7 million at December 31, 2023 and 2022, 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, 2023 and 2022, are presented below (in thousands):
Deferred tax assets:
Insurance accruals
Allowance for doubtful accounts
Compensation accrual
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,
2023
2022
$ 104,720
$ 54,047
10,766
8,003
36,309
17,491
82,048
5,478
7,673
272,488
(5,478)
267,010
10,230
30,492
28,249
16,280
71,732
6,765
7,361
225,156
(6,765)
218,391
Plant and equipment, principally due to differences in depreciation
1,057,922
1,011,963
Prepaid permits and insurance, principally due to expensing for income tax
purposes
Lease right-of-use assets
Total gross deferred tax liabilities
Net deferred tax liability
63,880
81,416
1,203,218
$ 936,208
55,132
71,827
1,138,922
$ 920,531
148
2023 Annual Report
J.B. Hunt Transport Services, Inc. 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,
2022
$ 78.5
25.8
2.8
(8.0)
(10.0)
$ 89.1
2023
$ 89.1
16.2
0.5
(14.6)
(10.3)
$ 80.9
2021
$ 66.1
14.9
4.8
(0.9)
(6.4)
$ 78.5
At December 31, 2023 and 2022, we had a total of $80.9 million and $89.1 million, respectively, in gross
unrecognized tax benefits. Of these amounts, $65.6 million and $72.6 million represent the amount of
unrecognized tax benefits that, if recognized, would impact our effective tax rate in 2023 and 2022, 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, 2023,
2022, and 2021, was $5.3 million, $4.3 million, and $3.5 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, 2023 and 2022, was $9.0 million
and $7.9 million, respectively. No material change in unrecognized tax benefits is expected in the next 12 months.
Tax years 2017 and forward remain subject to examination by federal tax jurisdictions, while tax years 2013 and
forward remain open for state jurisdictions.
7. 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, 2023, 2022, and 2021, our matching contributions to the plan
were $34.3 million, $32.5 million, and $28.1 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 $31.6
million as of December 31, 2023, and $25.1 million as of December 31, 2022. 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 $31.6 million as of December 31, 2023, and
$25.1 million as of December 31, 2022.
8. 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):
2023 Annual Report
149
J.B. Hunt Transport Services, Inc. Trading investments
Asset/(Liability) Balance
December 31,
2023
$ 31.6
2022
$ 25.1
Input Level
1
The fair value of trading investments has been measured using the market approach (Level 1) and reflect quoted
market prices. Trading investments are classified in other assets in our Consolidated Balance Sheets.
Financial Instruments
The carrying amount of our senior credit facility and senior notes not measured at fair value on a recurring basis
was $1.58 billion and $1.26 billion at December 31, 2023 and 2022, 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 $1.57 billion and $1.24 billion at December 31, 2023 and 2022, respectively.
The carrying amounts of all other instruments at December 31, 2023 and 2022, approximate their fair value due to
the short maturity of these instruments.
9. Commitments and Contingencies
At December 31, 2023, we had outstanding commitments of approximately $1.3 billion, net of proceeds from sales
or trade-ins during 2024 and 2025, which is primarily related to the acquisition of tractors, containers, chassis, and
other trailing equipment.
During 2023, 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 $3.6 million as of December 31, 2023.
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.
We purchase insurance coverage for a portion of expenses related to vehicular collisions and accidents. These
policies include a level of self-insurance (deductible) coverage applicable to each claim as well as certain coverage-
layer-specific, aggregated reimbursement limits of covered excess claims. Our claims from time to time exceed
some of these existing coverage layer aggregate reimbursement limits. We have recorded liabilities to reflect our
estimate of exposure for excess claims which have developed in maturity and severity, which are included in our
total claims accrual, discussed further in Note 2, Summary of Significant Accounting Policies.
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.
150
2023 Annual Report
J.B. Hunt Transport Services, Inc. 10. Leases
As of December 31, 2023, 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,
2023
$350.2
(99.9)
(252.9)
2022
$309.9
(86.0)
(223.5)
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, 2023 and 2022, the weighted-average remaining lease term for our outstanding operating
lease obligations was 5.0 years and 5.4 years, respectively. As of December 31, 2023 and 2022, the weighted-
average discount rate was 3.73% and 2.27%, respectively. Future minimum lease payments under these operating
leases as of December 31, 2023, are as follows (in millions):
2024
2025
2026
2027
2028
Thereafter
Total lease payments
Less interest
Present value of lease liabilities
$ 101.9
90.1
66.9
47.7
29.5
48.0
384.1
(31.3)
$ 352.8
During the years ended December 31, 2023, 2022, and 2021, cash paid for amounts included in the measurement
of operating lease liabilities was $106.2 million, $87.6 million, and $59.5 million, while $106.8 million, $87.7 million,
and $58.6 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, 2023, 2022, and 2021, a total of $159.7 million,
$213.9 million, and $101.9 million of right-of-use assets were obtained in exchange for new operating lease
liabilities, of which, $9.1 million and $28.6 million was obtained through business combinations in 2023 and 2022,
respectively.
2023 Annual Report
151
J.B. Hunt Transport Services, Inc. 11. Acquisitions
On September 14, 2023, we entered into an asset purchase agreement to acquire substantially all of the brokerage
assets and assume certain specified liabilities of BNSF Logistics, LLC (BNSFL), an affiliate of Burlington Northern Santa
Fe, LLC, subject to customary closing conditions. The closing of the transaction was effective on September 30, 2023,
with a purchase price of $85.0 million. Total consideration to be paid in cash under the BNSFL agreement is $81.2 million
and consists of the agreed upon purchase price adjusted for estimated work capital adjustments. Transaction costs
incurred were not material. The BNSFL acquisition was accounted for as a business combination and will operate within
our Integrated Capacity Solutions 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 approximately
$38.5 million of definite-lived intangible assets and approximately $13.6 million of goodwill. Goodwill consists of acquiring
and retaining the BNSFL existing brokerage network and expected synergies from the combination of operations.
The following table outlines the expected consideration transferred and preliminary purchase price allocation at their
respective estimated fair values as of September 30, 2023 (in millions):
Consideration
Accounts receivable
Other current assets
Property and equipment
Other assets
Right-of-use assets
Intangibles
Accounts payable and accrued liabilities
Lease liabilities
Goodwill
$ 81.2
66.3
1.8
12.9
0.1
9.1
38.5
(52.0)
(9.1)
$ 13.6
On September 14, 2022, we entered into purchase agreements to acquire substantially all of the assets and assume
certain specified liabilities of Alterri Distribution Center, LLC and to acquire all the real property and other assets of related
entities (Alterri), subject to customary closing conditions. The closing of the transaction was effective on September 14,
2022, with a purchase price and total consideration paid in cash of $31.0 million. Total consideration paid in cash under
the Alterri agreement was $31.1 million and consisted of the agreed upon purchase price adjusted for estimated working
capital adjustments. Transaction costs incurred were not material. The Alterri acquisition was accounted for as a business
combination and will operate within our JBI 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 approximately
$0.9 million of definite-lived intangible assets and approximately $8.8 million of goodwill in 2022. Goodwill consists of
acquiring and retaining Alterri’s existing operating model and strategic geographic location as well as expected synergies
from the combination of operations.
On January 31, 2022, we entered into an asset purchase 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 was effective on February 28,
2022, with a purchase price of $86.9 million. Total consideration paid in cash under the Zenith agreement was $87.1
million and consisted of the agreed upon purchase price adjusted for estimated working capital adjustments. Transaction
costs incurred were not material. The Zenith acquisition was accounted for as a business combination and will operate
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 approximately $42.7 million of definite-
lived intangible assets and approximately $11.1 million of goodwill. Goodwill consists of acquiring and retaining the Zenith
existing network and expected synergies from the combination of operations.
152
2023 Annual Report
J.B. Hunt Transport Services, Inc. 12. Goodwill and Other Intangible Assets
Total goodwill was $134.0 million, $120.4 million, and $100.5 million at December 31, 2023, 2022, and 2021
respectively. At December 31, 2023, $111.6 million, $13.6 million and $8.8 million of our goodwill was assigned to our
FMS, ICS, and JBI business segments, respectively. No impairment losses have been recorded for goodwill as of
December 31, 2023. Prior to the BNSFL acquisition, our intangible assets consisted of those arising from previous
business acquisitions within our FMS and JBI segments. Identifiable intangible assets consist of the following (in
millions):
December 31,
Weighted Average Amortization Period
Finite-lived intangibles:
Customer relationships
Non-competition agreements
Trade names
Total finite-lived intangibles
Less accumulated amortization
2023
2022
$ 206.3
$ 169.0
10.8
6.5
223.6
(89.7)
9.6
6.4
185.0
(69.1)
Total identifiable intangible assets, net
$ 133.9
$ 115.9
Our finite-lived intangible assets have no assigned residual values.
10.7
6.0
2.1
During the years ending December 31, 2023, 2022, and 2021, intangible asset amortization expense was $20.5
million, $18.2 million and $14.3 million, respectively. Estimated amortization expense for our finite-lived intangible
assets is expected to be approximately $22.6 million for 2024, $22.3 million for 2025, $21.3 million for 2026, $17.3
million for 2027, and $11.4 million for 2028. 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.
2023 Annual Report
153
J.B. Hunt Transport Services, Inc. 13. 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 expedited, 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 360º that matches the right load with the right carrier and the best mode. FMS provides last-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, retail-
pooling distributions, and LTL 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 360º platform to access capacity and
offer efficient drop trailer solutions to customers. This freight is typically transported over roads and highways and
does not move by rail. All transactions between reporting segments are eliminated in consolidation.
On January 1, 2023, we transferred the majority of the company owned trucking operations in our JBT business
segment to our DCS business segment and transferred our LTL brokerage operations from our ICS business
segment to our FMS business segment. Accordingly, the prior period segment information reported below has been
reclassified to conform to the current period presentation. These reclassifications have no impact on our historical
consolidated balance sheets, statements of earnings or cash flows.
Our customers are geographically dispersed across the United States. A summary of certain segment information is
presented below (in millions):
154
2023 Annual Report
J.B. Hunt Transport Services, Inc. JBI
DCS
ICS
FMS
JBT
Other (includes corporate)
Total
JBI
DCS
ICS
FMS
JBT
Total segment revenues
Intersegment eliminations
Total
JBI
DCS
ICS
FMS
JBT
Total
JBI
DCS
FMS
JBT
Other
Total
Assets
(Excludes intercompany accounts)
December 31,
2023
$ 3,391
2,355
350
634
419
1,389
$ 8,538
2022
$ 3,270
1,989
311
620
437
1,160
$ 7,787
Revenues
Years ended December 31,
2023
2022
2021
$ 6,208
$ 7,022
$ 5,454
3,543
1,390
918
789
12,848
(18)
3,524
2,323
1,042
937
14,848
(34)
2,706
2,471
909
668
12,208
(40)
$ 12,830
$ 14,814
$ 12,168
Operating Income
Years ended December 31,
2023
$ 569
405
(44)
47
16
2022
$ 800
361
57
37
77
2021
$ 603
314
40
34
55
$ 993
$ 1,332
$ 1,046
Depreciation and Amortization Expense
Years ended December 31,
2023
$ 256
327
48
44
63
2022
$ 226
280
44
35
60
2021
$ 198
244
35
25
55
$ 738
$ 645
$ 557
2023 Annual Report
155
J.B. Hunt Transport Services, Inc.
32%
2023 Percent of Revenue by Industry
Retail
Food and Kindred Products
General Merchandise
15%
13%
Manufacturing
Wholesale Trade
10%
9%
Electrical Equipment
5%
4%
4%
4%
Paper and Allied Products
Chemical and Allied Products
Transportation
Transportation Equipment
Other
2%
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.
150 Royall St., Suite 101
Canton, MA 02021
877-498-8861 for Shareholder Inquiries
computershare.com/investor
SHAREHOLDER 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
Springdale, Arkansas
Counsel
Mitchell, Williams, Selig, Gates & Woodyard PLLC
Little Rock, Arkansas
Annual Meeting
The Annual Meeting of Shareholders will be held
at 10:00 a.m. (CDT), on Thursday April 25, 2024, at
the corporate headquarters of J.B. Hunt Transport
Services, Inc., Lowell, Arkansas, located on Interstate
49 at Lowell Exit 78.
P.O. Box 130
Lowell, Arkansas 72745
jbhunt.com