2024 Notice of Annual Meeting,
Proxy Statement and Annual Report
J.B. Hunt Transport Services, Inc.
Notice of Annual Meeting,
Proxy Statement and
Annual Report
2
Table of Contents
J.B. Hunt Transport Services, Inc.
Table of Contents
Letter to Our Shareholders and Employees
4
Notice Of Annual Meeting Of Shareholders
9
Proxy Statement
10
Proxy Summary
10
Proposal Number One - Election of Directors
27
Information About the Board
27
Nominees For Director
28
Director Compensation
33
Executive Officers of The Company
35
Security Ownership of Management
36
Corporate Governance
37
Audit Committee
45
Executive Compensation Committee
47
Nominating and Corporate Governance Committee
48
Principal Shareholders of The Company
51
Executive Compensation
52
Compensation Discussion and Analysis
52
Process of Setting Compensation
55
2024 Compensation
60
Summary Compensation
68
Grants of Plan-Based Awards for 2024
70
Outstanding Equity Awards at Calendar Year-end 2024
72
Restricted Share Units Vested for 2024
75
Components of Nonqualified Deferred Compensation for Calendar Year 2024
76
Potential Post-Employment Benefits
76
CEO Pay Ratio
77
Pay Versus Performance
78
Compensation Committee Report
82
Proposal Number Two - Advisory Vote On Executive Compensation
83
Report of the Audit Committee
85
Proposal Number Three - Ratification Of Independent Registered Public Accounting Firm
87
Questions and Answers about the Proxy Materials and the Annual Meeting
91
3
Table of Contents
J.B. Hunt Transport Services, Inc.
Table of Contents
2024 Annual Report
98
Part I
101
Item 1. Business
101
Item 1A. Risk Factors
106
Item 1B. Unresolved Staff Comments
110
Item 1C. Cybersecurity
110
Item 2. Properties
112
Item 3. Legal Proceedings
112
Item 4. Mine Safety Disclosures
112
Part II
113
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters
and Issuer Purchases of Equity Securities
113
Item 6. [Reserved]
114
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
114
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
121
Item 8. Financial Statements and Supplementary Data
122
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
122
Item 9A. Controls and Procedures
122
Item 9B. Other Information
123
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
123
Part III
124
Item 10. Directors, Executive Officers and Corporate Governance
124
Item 11. Executive Compensation
124
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Shareholder Matters
124
Item 13. Certain Relationships and Related Transactions, and Director Independence
124
Item 14. Principal Accounting Fees and Services
124
Part IV
125
Item 15. Exhibits, Financial Statement Schedules
125
Signatures
127
4
Letter to Our Shareholders and Employees
J.B. Hunt Transport Services, Inc.
Letter to Our Shareholders
and Employees
To Our Shareholders and Employees,
A little over a year ago, we saw signals suggesting market supply and demand dynamics were firming up as
evidenced by a return to more normal, seasonal freight patterns – and we were ready for it. The fourth quarter of
2023 was encouraging, showing seasonal strength and signs of a normal peak season, which was something we
hadn’t seen for some time. We entered our traditional bid season early last year expecting the market to be more
balanced and to present opportunities to leverage our strengths and investments.
Still today, more than 30 months into this unprecedented freight recession marked by too much industry capacity,
we continue to be challenged by the deflationary pricing environment, hyper-inflationary pressures in insurance-
related costs, and wage and benefit pressure across our organization. We have been intently focused on operational
excellence and mitigating our costs to combat the double-digit declines we have experienced in pricing across our
transactional businesses the last two years. We focused on reducing discretionary costs and driving productivity
without sacrificing key investments to support our future growth. These efforts enabled us to combat double-digit
industry pricing pressure while only giving up a little more than 200 basis points of operating margin over the last
two years.
While the market in 2024 remained challenging, we focused our efforts on how to best position us for the future. We
have improved processes, driven greater productivity, and remained committed to investments designed to support
our long-term earnings growth. For example, 2024 was the second year in a row where we achieved record safety
performance as measured by the U.S. Department of Transportation (DOT) preventable accidents per million miles.
With insurance costs and claims settlements skyrocketing, one of the best strategies to combat these increases
is to prevent incidents. Our continued investments in safety and our record safety performance help us avoid and
mitigate incident-related costs.
Our entire organization aligned behind our strategic priorities. First, our focus on operational excellence to deliver
exceptional value to our customers delivered the best service in our history according to customer surveys,
retention rates, customer scorecards, external industry benchmarks, safety, and service. We will continue to stand
on the bedrock of our proprietary Customer Value Delivery® methodology (CVD), which puts us in the best position
to retain and grow our business while ensuring customers see and acknowledge the value we deliver for them.
Operational excellence and CVD create unique value for customers in the market, setting the foundation for being
paid appropriately for our investments. It remains a priority going forward.
Secondly, we remained focused on scaling into our long-term investments in People, Technology, and Capacity.
We want to scale into and see returns on these investments. That means retaining customers, growing volumes at
acceptable returns and onboarding new customer volumes, which is why the first priority is so important. Through
differentiating ourselves with operational excellence, we can further diversify our customer base in terms of size and
industry vertical. Then, we can target businesses where we can further differentiate ourselves across our service,
people and technology.
Third, we continued to position the organization to drive long-term returns for our shareholders. The outcomes of
operational excellence – higher retention rates, satisfactory customer scorecards and high-performance in external
industry benchmarks – set us up to scale into our investments.
Growth is oxygen for our organization, and we are built to grow across all our segments. Delivering exceptional
service and value for our customers is the bedrock for our growth, which will earn more business and the
opportunity to be paid appropriately for the value we create.
5
Letter to Our Shareholders and Employees
J.B. Hunt Transport Services, Inc.
Beneath the Surface: 2024 Successes
We furthered our mission to drive long-term value for our people, customers and shareholders in 2024. Our people
were the driving force behind our operational excellence, across both service and safety, and achieved many
notable successes:
2024
Highlights
Named one of the World’s
Most Admired Companies
by Fortune
Ranked #6 overall on
American Opportunity
Index
Earned a record 30+
awards recognizing our
people
Validated 135 ELEVATION
ideas, yielding an annual
record for ELEVATION
value
Named one of America’s
Most Reliable Companies
by Newsweek
Surpassed 5,000 J.B. Hunt
drivers achieving 1 million
safe miles driven
Awarded $2,605,000 in
safe driving bonuses to
387 drivers as part of our
Million Mile program
Set second consecutive
year records for safety,
measured by DOT
preventable accidents per
million miles
Set weekly, monthly,
quarterly and annual
records for Intermodal
(JBI) volume
Celebrated the 35th
anniversary of the
legendary handshake
that led to the creation of
modern rail intermodal
Earned inclusion in the
Dow Jones Best-in-Class
Indices (formerly North
American Dow Jones
Sustainability Index) by
S&P Global through the
Corporate Sustainability
Assessment
Achieved a record annual
operating income in our
Final Mile Services®(FMS)
segment
Achieved our fifth best
year for truck sales in
our Dedicated Contract
Services® (DCS®)
segment
Announced our
collaboration with
UP.Labs to fuel innovation
for our company and our
industry
Looking beyond our financial performance, our customers repeatedly placed us at the top of their scorecards. Our
people were recognized for their attentiveness and efforts to exceed our customers’ needs. The unrivaled service
levels strengthened our value proposition in the market for our capacity and service. Consequently, our people
were recognized with more than 30 awards this past year for their work across innovation, security, sustainability,
customer satisfaction and workplace excellence. We earned national recognitions from major publications like
World’s Best Companies by Time, World’s Most Admired Companies by Fortune, and America’s Most Reliable
Companies by Newsweek, just to name a few.
In November, we announced strategic changes to our executive leadership team to align the strengths and
experience of our executives to grow our full suite of services into the future. Nick Hobbs became President of
Highway and Final Mile Services, in addition to remaining Chief Operating Officer. He now oversees the company’s
Integrated Capacity Solutions (ICS), Truckload (JBT), and FMS business units, leaning on his successful approach
and experience in Dedicated Contract Services and Final Mile Services. Brad Hicks assumed the role of President
of Dedicated Contract Services, having spent more than 25 years working across the company’s DCS segment,
and will focus on expanding the business unit’s future market size opportunity. David Keefauver has been named
Executive Vice President of People, bringing his people-first mindset to a new role and driving greater efficiencies
across the organization’s personnel groups. Combined, these three executives have nearly 100 years of experience
at J.B. Hunt. These changes best position us to maximize the potential we see across the company as we anticipate
a large, addressable opportunity to capture additional market share in 2025 and beyond.
6
Letter to Our Shareholders and Employees
J.B. Hunt Transport Services, Inc.
Although we aren’t satisfied with our financial performance, specifically our operating margins, we did see some
momentum within our business. In our Intermodal segment, we had two consecutive quarters of record volumes in
the third and fourth quarters, moving more loads in the fourth quarter than in any other quarter in company history.
In fact, 2024 was an overall record year for us in intermodal volumes even in the depths of this freight recession.
And we were able to execute another successful peak season with strong demand as customer retention and
service only improved throughout 2024. This further strengthens our confidence in our plan, the investments we
made, and how we are positioned for our future. We stand ready for a shift in market dynamics that will further
enhance our value proposition, and we are prepared with the capacity to meet the growing needs of our customers
while focusing on repairing our margins and returns on our investments.
DCS continued to exhibit strong and resilient financial performance highlighted by its customer retention rates
as compared to previous downturns and operating margin performance. We had our fifth best truck sales year in
our history, selling approximately 1,500 trucks in 2024, which is a strong statistic considering the backdrop of the
environment. While margins across the industry have been under considerable pressure, we’ve maintained double-
digit operating margin performance in this business for the tenth consecutive year. We see ample opportunities to
grow this business with a large addressable market, a solid pipeline, and strong value proposition for customers.
In FMS, our customers recognized the value we are providing through our commitment to excellent service. This
recognition supports our pricing efforts to ensure we earn an appropriate return on our investments. We have been
pleased with the progress we are making with our margin performance in this segment, while recognizing that many
of the end markets served by this segment remain under pressure. FMS delivered record operating income in 2024,
a true testament to how differentiated service can drive value in the market. Going forward, FMS will continue to
focus on providing high levels of service, differentiating ourselves in the market and ensuring we are appropriately
paid for the great work we do across the business.
As 2024 progressed, we saw customers leaning into Truckload and our J.B. Hunt 360box® offering, providing an
efficient drop-trailer solution for our customers by leveraging our technology. This enables us to provide an asset-
light solution for our customers that mimics what historically could only be provided by large, asset-based truckload
carriers. We see opportunities to methodically grow this business, allowing us to maintain network balance and
keep our trailing assets efficiently utilized. In 2024, our Truckload business, JBT, was nearly entirely converted to a
non-company power asset model to provide us with greater opportunities to drive investable returns in the business
by leveraging our technology and trailing assets.
While we are not happy with the performance of our ICS segment, we do feel confident about our position for 2025
as we focus on opportunities to scale that business ahead. The integration of the brokerage assets we purchased
from BNSF Logistics was more difficult than we anticipated, but we remain encouraged about several aspects of the
business acquired. We see some small wins beginning to build in ICS as we focus on diversifying our customer base
and offering value-added services that can differentiate us in the market. Some progress has been made, but the
work will continue to return the business to consistent profitability moving forward.
Beneath the Surface: Prefunding Our Growth
Our commitment to our investments in People, Technology and Capacity during this downturn has best prepared
us to execute on our future growth potential. As it pertains to our capacity and future capital needs, we have pre-
funded our growth. We have been very deliberate with our strategy to maintain rigorous financial discipline around
our discretionary costs, while carefully balancing the investments that have enhanced the future earnings power of
the business.
First and foremost, we have been investing in the strength of our organization – our people. It has been a top
priority to take care of our people, who in turn take care of our customers and provide us with the opportunities to
grow. Our people continue to be the go-to for our customers and the engine behind our success. Investments in our
people also mean we are continually fostering the innovation and expertise of the future of our industry, as affirmed
by our number one ranking on the American Opportunity Index in the Logistics category.
Letter to Our Shareholders and Employees
7
Letter to Our Shareholders and Employees
J.B. Hunt Transport Services, Inc.
Our investments in technology empower our people to take care of our customers through connectivity, efficiency,
and safety. Our technology platform, J.B. Hunt 360°®, is at the forefront of this work. We are making advancements
in areas to drive efficiencies in process workflow and automation. Additionally, we are making enhancements to
our platform for greater opportunities with small and medium-sized customer markets. These emerging possibilities
should facilitate growth as we target more managed transportation solutions for our customers. And amid elevated
rates of strategic cargo theft, access to a quality carrier base and our award-winning cybersecurity measures have
become strategic advantages of our technology.
We are also incorporating the next generation of safety technologies, which helps combat rising costs related to
insurance. For example, we completed the installation of inward-facing cameras on our entire fleet in 2024 and
began Smith System® recertification for all drivers and operators. These measures have contributed to two back-
to-back years of record performance in DOT preventable collisions per million miles, our key metric in safety. Yet
despite these efforts and improvements in our safety performance, we are facing hyper-inflationary cost pressure
on insurance premiums and casualty claims settlements.
Our efforts to address the industry’s greatest challenges will help move the industry forward. By combining
our knowledge and UP.Labs’ expertise in building vertical AI solutions, we are working together to launch
transformative companies by solving industry problem sets. By bringing together the best of both of our companies,
we are pursuing our vision to create the most efficient transportation network in North America and positioning our
company as the leading innovator in our industry.
On the capacity side, we further invested in our capacity in JBI with the purchase of Walmart’s intermodal assets.
As our business activity levels have increased over the past year, so too has our capacity. Bold investments here
allowed us to serve our customers’ planned and unplanned needs, which is extremely motivating for our teams.
We expanded our services with the BNSF Logistics acquisition we made in 2023. Last year, we began to see the
positive impacts of working with agents to increase our revenue within the small and mid-sized market. We also
continued to add to our sustainable capacity, ending the year with a total of more than 200 alternative-powered
vehicles.
These are strategic decisions we’ve made anticipating our customers’ future capacity needs. We have pre-funded
our future growth, setting us up to scale into these investments and generate appropriate returns for our long-term
success.
Above the Surface: Our Way Forward
During this extended freight recession, we have strongly positioned the organization for the recovery. When
demand fully recovers, we will be ready to maximize the investments we’ve made and the work we’ve done. We’ve
used our financial strength and balance sheet to prefund our growth for the eventual shift in the market. We are
a large company in our industry but our addressable market for the services we provide is estimated to be nearly
$600 billion, and each one of our five segments has sizable growth opportunities. In summary, we know the
industry and the size of our addressable markets, and we have invested and positioned our business to capture
years of organic growth opportunities ahead.
When mapping our way forward through this next year, we will continue making prudent financial decisions that
support our future growth potential. Our financial strength and modestly leveraged balance sheet present us with
the flexibility to deploy our capital in shareholder-friendly ways.
Our 2025 capital expenditures will be similar to 2024, and capital required to fund growth in our business will largely
be driven by the success we have in DCS selling long-term dedicated contracts. We strongly believe in opportunistic
share repurchases and will support the growth of our dividend, which has increased for 20 consecutive years. Given
our current leverage, our limited capital needs and where we believe we are in the cycle, we view opportunistic
share repurchases as a good use of capital as evidenced by the $514 million of share repurchases we executed
during 2024 – the second largest year for share repurchases in our history.
Letter to Our Shareholders and Employees
8
Letter to Our Shareholders and Employees
J.B. Hunt Transport Services, Inc.
Our Scroll is Strong
Our success in 2024, focusing on operational excellence, and helping prepare the business to scale into our
investments has us prepared for 2025 and future success. None of this would be possible without the hard work
and dedication of our people taking great care of our customers. J.B. Hunt is in a strong position to continue
expanding on these successes and scale into our full growth potential.
The eventual market inflection will come. It will further support our efforts to repair our margins and improve our
returns across the business. Although our financial strength and discipline have held up well relative to our industry,
we aren’t satisfied and continue striving for profitable growth at solid returns on our capital. We feel confident in
our mode-neutral approach and Customer Value Delivery process, which has highlighted the differentiated value
we offer to the market time and time again. Our entire team is committed to driving value and efficiency, remaining
disciplined in our costs, focusing on increasing revenue and improving our financial performance.
Our scroll is strong, and we are ready to expand with current customers and add new customers who benefit from
the value our brand delivers. We are a growth company, and we always have been – that hasn’t changed. Backed by
our investments and our team’s successes, we’re going to cultivate what we know is possible in 2025 and beyond.
John N. Roberts, III
Chairman of the Board
Shelley Simpson
President and Chief Executive Officer
Letter to Our Shareholders and Employees
9
Notice of Annual Meeting
J.B. Hunt Transport Services, Inc.
The Annual Meeting of Shareholders of J.B. Hunt Transport Services, Inc. (the Company) will be held April
24, 2025, 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:
Only shareholders of record on February 18, 2025, will be entitled to vote at the meeting or any adjournments
thereof. The stock transfer books will not be closed.
The 2024 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, 2025
J.B. HUNT TRANSPORT SERVICES, INC.
615 J.B. Hunt Corporate Drive
Lowell, Arkansas 72745
479.820.0000
Internet Site: jbhunt.com
3
To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered
public accounting firm for the 2025 calendar year
4
To transact such other business as may properly come before the Annual Meeting or any adjournments
thereof
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
Notice Of Annual Meeting Of Shareholders
TO B E H E LD A PR I L 24, 2025
1
2
10
Proxy Statement
J.B. Hunt Transport Services, Inc.
2024 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 2025 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, 2025.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS MEETING
TO BE HELD APRIL 24, 2025
This Proxy Statement and our 2024 Annual Report to Shareholders, which includes our Annual Report on Form 10-K,
are available at jbhunt.com.
On or about March 14, 2025, we will mail a Notice of Internet Availability of Proxy Materials to our shareholders con-
taining instructions on how to access our proxy materials, including this Proxy Statement and our 2024 Annual Report
to Shareholders, and voting instructions on the internet, as well as instructions on how shareholders may obtain a pa-
per 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
Board Recommendations
Further Details
Election of Directors
FOR
Page 27
Advisory Vote on Executive Compensation
FOR
Page 83
Ratification of Independent Registered Public Accounting Firm
FOR
Page 87
11
Proxy Statement
J.B. Hunt Transport Services, Inc.
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
Age
Director
Since
Independent
Other Current Directorships
with Publicly Held
Companies
Committees Upon
Election
Brett Biggs
Walmart, Inc. (retired)
56
-
Yes
The Procter & Gamble
Company
YUM! Brands, Inc.
Adobe, Inc.
Compensation
Corporate Governance
Francesca M.
Edwardson
American Red Cross
of Chicago & Northern
Illinois (retired)
67
2011
Yes
Duluth Holdings, Inc.
Audit
Corporate Governance
Sharilyn S.
Gasaway
Alltel Corp. (retired)
56
2009
Yes
Genesis Energy, LP
HanesBrands Inc.
Audit (Chair)
Compensation
Corporate Governance
Thad Hill
Calpine Corporation
57
2021
Yes
Compensation (Chair)
Corporate Governance
Bryan Hunt, Jr.
Hunt Automotive
Group
66
1991
No
AmeriTrust Financial
Technologies Inc.
Persio Lisboa
Navistar, Inc. (retired)
59
2023
Yes
James Hardie Industries plc
Audit
Corporate Governance
John N.
Roberts, III
Chairman of the Board
60
2010
No
James L. Robo
Private Investor
62
2002
Yes
Kayne Anderson BDC, Inc.
Compensation
Corporate Governance
(Chair)
Shelley
Simpson
President and Chief
Executive Officer
53
2024
No
Proxy Statement Summary
12
Proxy Statement
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.
Performance and Responsibility
Total compensation should be tied to and
vary with performance and responsibility,
both at the Company and individual levels,
in achieving financial, operational and
strategic objectives. Differentiated pay
for high-performing individuals should be
proportional to their contributions to the
Company’s success.
Short-term Incentive
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.
Long-term Incentive
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.
13
Proxy Statement
J.B. Hunt Transport Services, Inc.
2024 Business Highlights
Consolidated Revenue
In Millions
$3,000
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
$6,165
$6,188
$6,555
$7,190
$8,615
$9,165
$9,637
$12,168
$12,087
$14,814
$12,830
$6,000
$9,000
$12,000
$15,000
Consolidated Operating Income
In Millions
Diluted EPS
$300
2014
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
$600
$900
$1,200
$1,500
$632
$716
$721
$624
$681
$734
$713
$1,046
$1,332
$993
$831
$2.00
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
$3.16
$3.66
$3.81
$6.18
$5.56
$4.43
$4.77
$4.74
$7.14
$9.21
$6.97
$4.00
$6.00
$8.00
$10.00
Proxy Statement Summary
14
Proxy Statement
J.B. Hunt Transport Services, Inc.
J.B. HUNT
CONSOLIDATED
INTERMODAL
(JBI)
INTEGRATED
(ICS)
DEDICATED
(DCS)
$12.1B
$6.0B
$1.1B
$3.4B
$831M
$430M
$(56)M
$376M
6%
4%
18%
4%
16%
25%
7%
REVENUE
REVENUE
REVENUE
REVENUE
OPERATING INCOME
OPERATING INCOME
OPERATING LOSS
OPERATING INCOME
TRUCKLOAD
(JBT)
$702M
$21M
11%
30%
REVENUE
OPERATING INCOME
FINAL MILE
(FMS)
$910M
$60M
1%
29%
REVENUE
OPERATING INCOME
Proxy Statement Summary
15
Proxy Statement
J.B. Hunt Transport Services, Inc.
J.B. Hunt Corporate Responsibility
Overview/Vision Statement
Our company is built on the pillars that our founders, Mr. and Mrs. Hunt, used to guide how they operated their
business. The vision, foundations, mission and values behind the J.B. Hunt scroll are at the heart of our organization
and infused in the work our people do every day. Our company values of integrity, respect, innovation, safety, and
excellence highlight how our entire team upholds the brand promise represented in our scroll. Striving to always
do the right thing, building on each other’s strengths, accelerating innovation, excelling in safety, and aspiring to a
higher standard is how we accomplish our mission. Our mission – driving long-term value for our people, customers
and shareholders – begins and ends with who we serve each day. This work is enabled by our brand foundations:
People You Trust. Technology That Empowers. Capacity To Deliver. These foundations represent what we invest
in to fulfill our mission and achieve our vision, representing our unique selling proposition to the market and the
industry. If we show up each day living our company values, driving long-term value for who we serve, investing
in the foundations that make us great, the benefits extend to all 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. Staying focused on our vision is the catalyst for
growth, opening endless opportunities to build upon the legacy of our scroll.
Sustainability
We continued to make progress in our sustainability journey and explore sustainable solutions. Our willingness
to embrace a spirit of curiosity 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. Mr. Woodruff leads the company’s
sustainability initiatives, driving its operational safety excellence and leading corporate security and overseeing its
equipment, maintenance and driver personnel departments.
Proxy Statement Summary
16
Proxy Statement
J.B. Hunt Transport Services, Inc.
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. 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
J.B. Hunt was named to the Dow Jones Best-in-Class Indices (formerly North American Dow Jones Sustainability
Index) for 2024, earning a spot among sustainability leaders identified by S&P Global through the Corporate
Sustainability Assessment. J.B. Hunt is the only road transportation company to make the DJSI North America and
one of just five companies in the overall transportation industry group. The distinction demonstrates our progress
toward reducing our environmental impact and enhancing the value we create for employees, customers and
communities.
Data Accessibility and Transparency
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.
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
Proxy Statement Summary
We’re passionate about helping our industry and our customers
become more sustainable.
17
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J.B. Hunt Transport Services, Inc.
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 a nearly 16% 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 eCascadias in southern California, gaining experience for us as we continued to assess
and consider larger scale adoption for our dray fleets and our customer dedicated fleets. We currently operate more
than 200 alternative powered vehicles on behalf of our customers.
In 2024, we became a founding member of Powering America’s Commercial Transportation (PACT), a coalition
focused on addressing the infrastructure challenges for zero-emission commercial vehicles. 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 2024, 64% 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 22%.
Energy-Efficient Trucks and Equipment
We maintain a modern fleet with an average truck age of only 2.72 years as compared to the 5.7-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.
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 2024, our intermodal segment helped to avoid 3.58 million MT CO2e*
compared to transportation by truck alone – the equivalent of:
• 91 million urban tree seedlings planted and grown for 10 years**
• 759,000 passenger vehicles off the roads for one year**
• 450,000 average U.S. homes’ total annual energy consumption**
* 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 2023 operating efficiencies.
** https://www.epa.gov/energy/greenhouse-gas-equivalencies-calculator#results
Proxy Statement Summary
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J.B. Hunt Transport Services, Inc.
Based on analysis of Shipper 360® transactions and our annual bid activity from the past several years, 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.
Quantum, a J.B. Hunt and BNSF service™, is a breakthrough intermodal service aimed at addressing service-
sensitive freight that might otherwise be moved by traditional over-the-road transport. The service delivers 95%+
on-time delivery rates and delivery times around a day faster than traditional intermodal service. We launched this
new “high touch” service in 2023 and have had great feedback from customers.
As our business activity levels increased over 2024, so did our intermodal capacity. We purchased Walmart’s
intermodal assets, allowing us to serve our customers planned and unplanned needs throughout the year. This
prefunds our growth due to the addressable opportunity in the intermodal market.
We are also seeing success with our intermodal service between key markets in Northern and Central Mexico,
through the Eagle Pass, Texas border gateway. The service has created 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.
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-
Proxy Statement Summary
In 2024, President and CEO Shelley Simpson delivered the
keynote address to a crowd of 5,000 at ACT Expo, the largest
sustainable transportation conference in the country.
19
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J.B. Hunt Transport Services, Inc.
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
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 more than 33,000 J.B. Hunt employees across
North America (~22,000 of which are our truck drivers), we believe our focus on safety, career advancement, a
sense of belonging in the 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 and capacity 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 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. In 2024, we reduced our year-over-year DOT
preventable collisions per million miles by almost 3%, achieving two back-to-back years of record performance.
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 2024 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.
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. 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.
Proxy Statement Summary
J.B. Hunt’s annual Million Mile Walk of Fame
celebrates our safest drivers.
20
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J.B. Hunt Transport Services, Inc.
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, 100% 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 safeguarding
our drivers from false claims. By the end of 2024, 100% of our in-service trucks were outfitted with this technology.
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 181,000 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.
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 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 2024, we recognized 387 J.B. Hunt drivers
for achieving 1, 2, 3 and 4 million miles driven without a preventable accident. We also surpassed 5,000
J.B. Hunt drivers who have achieved one million safe miles.
Proxy Statement Summary
In 2024, we completed installation of inward-facing
cameras on our company trucks.
21
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J.B. Hunt Transport Services, Inc.
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 more than 189,000 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. We put forth our
best effort to support initiatives that benefit our people
and reflect our company values of integrity, respect,
innovation, safety and excellence, which are shared by
our stakeholders.
Employee Wellness
The health and well-being of our workforce has always been a priority. We believe that access to quality healthcare
is 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. From new and expanded benefit programs to case management support
to shortened eligibility waiting periods and more, we are continually assessing our offerings in a competitive and
ever-changing healthcare landscape. Paid leave is another key component of this focus, and we offer benefit plans
that comply with applicable laws. Financial wellness is also included in our focus, and we provide seed funding for
healthcare savings accounts and opportunities to participate in 401(k) retirement plans.
Culture and Belonging
We work to foster a culture where all employees feel welcomed, valued, respected, safe, and heard, and where the
actions of our people reflect our company values.
We measure ourselves through listening to our employees in surveys, focus groups, and fireside chat meetings with
leadership. We use data and ideas from those activities to drive action in support of our leaders and teams. We also
facilitate ideation from all employees through our process improvement program, ELEVATION, where anyone can
submit an idea to make the company better.
Proxy Statement Summary
In 2024, we celebrated our 5,000th driver
who achieved one million safe miles.
In 2024, executive leadership hosted a quarterly
town hall event from our Joliet, Illinois, facility.
22
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J.B. Hunt Transport Services, Inc.
In addition, our Employee Resource Groups (ERGs), Inclusion Office, and Inclusion Council work together to further
our culture of inclusivity. The Company’s seven ERGs are open to all our employees and offer opportunities for
professional development and networking.
Career and Opportunity
Providing career opportunities for our people is an ongoing commitment. Thousands of employees have had the
opportunity to move jobs or to be promoted into new roles, and thousands more have participated in leadership
training over the course of their careers, including training opportunities for field and office employees.
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.
In 2024, J.B. Hunt ranked sixth overall on the American Opportunity index and first in the freight and logistics
category. This index is based on data scraped from career sites, along with data from the Department of Labor, over a
five-year period. Although the index is only in its third year, it’s regarded as a groundbreaking ranking mechanism that
reveals how well America’s largest companies are investing in their people, and how a company’s culture can create
opportunity. It’s another view into how J.B. Hunt’s culture has created opportunity over the past few years and the
investments we’ve made in our people’s career growth.
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.
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
Proxy Statement Summary
Our Technician Career Advancement program provides
opportunity for growth to our tractor, trailer, and mobile
technicians across the country.
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J.B. Hunt Transport Services, Inc.
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 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 Military Friendly® Employer by VIQTORY
for the 18th consecutive year in 2024 and achieved
the distinction of being in the Top 10 among large
employers. J.B. Hunt also received recognition for our
military and veteran support from the Military Times, American Legion and the Veterans of Foreign Wars. It was our
11th consecutive year participating in Wreaths Across America, where J.B. Hunt delivered approximately 356,000
wreaths to veteran cemeteries nationwide. And to support our active-duty employees and their families, we provide
a Military Leave Concierge Service to give assistance through the four phases of military leave.
Recipients of the 2024 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 $1.2
million 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.
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 33,000 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. In 2024, 135
ELEVATION ideas were validated, driving efficiency and
cost savings, yielding the highest year in validated net
benefit for our company since 2015.
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.
Company Giving
Traditional philanthropic strategies often rule out
organizations that do not meet certain privileged
Proxy Statement Summary
In 2024, J.B. Hunt participated in Wreaths
Across America for the 11th consecutive year.
In 2024, 135 ELEVATION ideas were validated,
yielding the highest year in validated net benefit for
our company since inception.
24
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J.B. Hunt Transport Services, Inc.
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 advocacy for organizations that, in the past, have not received
the recognition or opportunities that they may deserve. In 2024, company and employee contributions toward J.B.
Hunt’s company pillars of Healthcare, Veterans, Crisis Management and Education exceeded $2 million.
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.
Governance Highlights
We believe that good corporate governance helps to ensure the Company is managed for the long-term benefit of
all of our stakeholders and accordingly observe the following key corporate governance principles:
Director Independence
The Company maintains a Board of Directors comprised of a majority of individuals who satisfy the criteria for
independence under the Nasdaq listing standards.
Lead Director and Independent Director Executive Sessions
Independent directors generally meet in executive session as part of each regularly scheduled Board meeting, with
the position of Independent Lead Director being established to direct these executive sessions and authority to call
additional meetings of independent directors as deemed necessary.
Board Committees
The Company requires all committees of the Board be comprised solely of independent directors and formal
charters have been established outlining the purpose, composition and responsibility of each committee, with all
having authority to retain outside, independent advisors and consultants as needed.
Board Qualifications
The Board has established qualification guidelines for director nominees and performs continual evaluation of
current director performance and qualifications.
Board Attendance and Overboarding
The Board has adopted formal Corporate Governance Guidelines, including director attendance expectations and
requires limitations and preapproval of director membership on other corporate boards.
Board Diversity
The Board maintains diversity by identifying nominees whose backgrounds, attributes and experiences taken as a
whole will contribute to the high standards of Board service to the Company, including diverse business experience,
professional expertise and knowledge, individual perspectives, gender, and ethnicity that support Board dynamics
and effectiveness.
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.
Proxy Statement Summary
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J.B. Hunt Transport Services, Inc.
Summary of Nominated Directors
Director Tenure
Director Age
Diversity
Meeting Attendance
0-10:
11-20:
21+
<60:
60-65
66-69
33% Women Directors
All current directors attended all of the board meetings and committee meetings on which
each served. There were five Board meetings and 18 committee meetings in 2024.
Women:
Men:
Minority:
Board Size and
Independence
Board Composition
Other Current Public
Company Boards
• All Committees
comprised of
independent directors
• Separate Board
Chairman and CEO
positions*
• Lead independent
director
6 Directors are
independent
3 are not independent
Average Board Position: 1
2 Boards:
3 Boards:
1 Board:
0 Boards:
* Upon his reelection to the Board on April 25, 2024, our former CEO John N. Roberts, III became executive Chairman of the Board and served
in both positions until his retirement as CEO of the Company, effective July 1, 2024.
Proxy Statement Summary
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J.B. Hunt Transport Services, Inc.
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 enhancements to industry safety standards, we remain committed to our vision to create
the most efficient transportation network in North America. In 2024, J.B. Hunt is proud to have been recognized with
the following:
Recognitions
•
Named Top 100 3PL for the 15th consecutive year by Inbound Logistics
•
Named Top 100 Trucker by Inbound Logistics for 15th consecutive year
•
Named Top 75 Green Supply Chain Partner (G75) for 14th consecutive year by Inbound Logistics
•
Received multiple Quest for Quality Awards from Logistics Management
•
Ranked 3rd on Transport Topics Top 100 List of Largest For-Hire Carriers
•
Ranked 1st on Transport Topics Top Dedicated Contract Carriers
•
Ranked 3rd on Transport Topics Top 100 Logistics Companies
•
Ranked 3rd on the Commercial Carrier Journal Top 250
•
Named Top 3PL and Cold Storage Provider from Food Logistics for 12th time
•
Named to the 2025 FreightTech 25 List by FreightWaves
•
Named One the World’s Most Admired Companies 2024 by Fortune
•
Recognized again as a Top Company for Women to Work for in Transportation by Women In Trucking
•
Named Top 10 Military Friendly Employer by VIQTORY for second time in company history
•
Ranked 6th on the American Opportunity Index
•
Ranked 316 on the Fortune 500 list
•
Named Best for Vets: Employers for 2024
•
Named One of America’s Most Reliable Companies by Newsweek
•
Named One of America’s Greatest Workplaces for Veterans by Newsweek
•
Named One of America’s Best Large Employers by Forbes
•
Named Employer of the Year by the Arkansas Veterans of Foreign Wars
•
Named One of America’s Climate Leaders 2024 by USA Today
•
Received the CargoNet Best in Cargo Security Award from Verisk
•
Named World’s Best Companies 2024 by Time
Proxy Statement Summary
27
Proxy Statement
J.B. Hunt Transport Services, Inc.
Election of Directors
Proposal Number One
PROPOSALS TO BE VOTED ON AT
THE ANNUAL MEETING
Our Board nominates Brett Biggs, Francesca M. Edwardson, Sharilyn S. Gasaway, Thad Hill, Bryan Hunt, Persio Lisboa,
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 2026 Annual Meeting of Shareholders or until their successors are elected and qualified or until their
earlier resignation or removal. Brett Biggs is a new candidate nominated by the Board at the recommendation of our
independent directors. 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.”
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. At
the start of 2024, 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. On July 31, 2024, the Company announced the passing
of Patrick Ottensmeyer, whose position then remained unfilled for the remainder of the 2024 calendar year. As noted
above, Brett Biggs has been nominated by the Board to fill the vacant position. 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.
28
Proxy Statement
J.B. Hunt Transport Services, Inc.
Brett Biggs
Age: 56
New Director Candidate
Committees Upon Election: Executive Compensation Committee, Nominating and Corporate
Governance Committee
Principal Occupation: Walmart, Inc. (retired)
Recommendation: The Board has determined that Mr. Biggs’ business and financial expertise and experience in
leadership roles with multinational public companies qualify him to serve as a Director of the Company.
Experience: Mr. Biggs is the former Executive Vice President and Chief Financial Officer of Walmart, Inc., a global
retailer. He held the Chief Financial Officer role from 2016 until June 2022, when he transitioned to the position of
Executive Advisor until his retirement in January 2023. Prior to his tenure as Chief Financial Officer of Walmart, Inc.,
Mr. Biggs served as Chief Financial Officer of Walmart International from 2014 to 2016 and of Walmart U.S. from 2012
to 2014. He also served as Senior Vice President of Operations for Sam’s Club from 2010 to 2012. During his more
than 20-year career with Walmart and its affiliates, Mr. Biggs held several other leadership roles, including Chief
Financial Officer of Sam’s Club, Senior Vice President of Corporate Finance and Assistant Treasurer, and Senior Vice
President of International Strategy and Mergers and Acquisitions. Before joining Walmart in 2000, Mr. Biggs worked
in corporate finance and mergers and acquisitions roles with Leggett & Platt, Phillips Petroleum Co., and Price
Waterhouse. He currently serves as a Senior Advisor at Blackstone, an asset management firm.
Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): The Proctor & Gamble Company, YUM! Brands, Inc.,
Adobe, Inc.
Other Directorships – Private Organizations (Prev. 5 Yrs.): American Red Cross, Pepperdine University, National
Urban League, Walton Arts Center, Walmart Foundation
Family Relationships: None
Francesca M. Edwardson
Age: 67
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), Rush University Medical
Center
Family Relationships: None
Nominees For Director
Terms expire 2026
29
Proxy Statement
J.B. Hunt Transport Services, Inc.
Sharilyn S. Gasaway
Age: 56
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),
HanesBrands Inc., 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
Thad (John B., III) Hill
Age: 57
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 continue to serve as a Director
of the Company.
Experience: Mr. Hill is Executive Chairman of the Board 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 previously led Calpine as its President and Chief Executive Officer from 2014 to 2024, before
which he served as Calpine’s President and Chief Operating Officer. 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.): The Alfred P. Sloane Foundation, Amos Tuck School of
Dartmouth College, Episcopal High School, Greater Houston Partnership
Family Relationships: None
Proposal 1
Election of Directors
30
Proxy Statement
J.B. Hunt Transport Services, Inc.
Bryan Hunt
Age: 66
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.): AmeriTrust Financial Technologies, Inc.
Other Directorships – Private Organizations (Prev. 5 Yrs.): The New School, Razorback Foundation
Family Relationships: Son of co-founders J.B. and Johnelle Hunt
Persio Lisboa
Age: 59
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 continue to serve as a Director of the Company.
Experience: Mr. Lisboa retired as President and Chief Executive Officer 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 People and
Remuneration Committee)
Other Directorships – Private Organizations (Prev. 5 Yrs.): Ascendance Trucks, LLC, Allegiance Trucks, LLC
Family Relationships: None
Proposal 1
Election of Directors
31
Proxy Statement
J.B. Hunt Transport Services, Inc.
John N. Roberts, III
Age: 60
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 Chairman of the Board.
Experience: Mr. Roberts currently serves as the Company’s executive Chairman of the Board. Prior to his retirement
he served as the Chief Executive Officer for two years. A graduate of the University of Arkansas, he served as
President and Chief Executive Officer from 2010 until 2022. Mr. Roberts fulfilled the role of Executive Vice President
and President of Dedicated Contract Services from 1997 to 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: 62
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.): Kayne Anderson BDC, Inc. (Chairman), NextEra
Energy, Inc., NextEra Energy Partners, LP
Other Directorships – Private Organizations (Prev. 5 Yrs.): None
Family Relationships: None
Proposal 1
Election of Directors
32
Proxy Statement
J.B. Hunt Transport Services, Inc.
Shelley Simpson
Age: 53
Director Since: 2024
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 more than 30 years with J.B. Hunt in multiple roles provides significant experience to the Company
and qualify her to continue to serve as a Director of the Company.
Experience: Ms. Simpson has served as the Company’s President since August 2022 and assumed 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, Razorback Foundation
Family Relationships: None
Proposal 1
Election of Directors
33
Proxy Statement
J.B. Hunt Transport Services, Inc.
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 2024 and 2025 Annual Meetings, nonemployee directors serving
on the Board were paid the following compensation. All of the following amounts were payable 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
In January 2025, 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 2025 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 $285,000
• 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
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.
Proposal 1
Election of Directors
34
Proxy Statement
J.B. Hunt Transport Services, Inc.
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. 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 2024
(1)
On February 28, 2024, the Board of Directors established the position of Honorary Founding Director. Wayne Garrison and Kirk Thompson each transitioned to this
position upon their retirement from the Board at our 2024 Annual Meeting on April 25, 2024. Mr. Thompson served as Chairman of the Board prior to his retirement
from the Board. Our Honorary Founding Directors serve as advisors to the Board and executive Management in an employee capacity reporting to the Chairman of
the Board. See “Honorary Founding Directors” on page 43 of this Proxy Statement.
(2)
Includes $167,000 for salary.
(3) Includes $331,702 for salary, $2,679 for taxable allowance for financial counseling services, $285 for gifts and awards, and $4,976 in Company contributions to
401(k) plan.
Board Member
Fees Paid
in Cash
($)
Fees Paid
in Stock
($)
Restricted
Share or
Stock
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
All Other
Compensation
($)
Total
($)
Francesca M. Edwardson
—
309,960
—
—
—
—
309,960
Wayne Garrison(1)
—
—
—
—
—
167,000(2)
167,000
Sharilyn S. Gasaway
—
349,912
—
—
—
—
349,912
Thad Hill
50,000
279,995
—
—
—
—
329,995
Bryan Hunt
280,000
—
—
—
—
—
280,000
Persio Lisboa
—
309,960
—
—
—
—
309,960
Patrick Ottensmeyer
—
304,884
—
—
—
—
304,884
James L. Robo
—
339,924
—
—
—
—
339,924
Kirk Thompson(1)
—
—
—
—
—
339,642(3)
339,642
In 2024, each nonemployee member of the Board had the choice of receiving his or her annual base and any
committee-participation retainer fees in Company stock, cash, or any combination thereof. Company stock was
paid based on the $163.74 closing market price on April 25, 2024. All directors except Mr. Hill and Mr. Hunt elected
to receive their full retainers in Company stock. Mr. Hill elected to receive 85% of his retainer fees in stock, totaling
1,710 shares based on the aforementioned closing market price, while Mr. Hunt elected to receive his full annual re-
tainer in cash. Ms. Edwardson, Ms. Gasaway, Mr. Lisboa, Mr. Ottensmeyer, and Mr. Robo received 1,893 shares, 2,137
shares, 1,893 shares, 1,862 shares, and 2,076 shares, respectively, based on the aforementioned closing market
price.
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 2024.
Proposal 1
Election of Directors
35
Proxy Statement
J.B. Hunt Transport Services, Inc.
Executive Officers of The Company
Jennifer R. Boattini, 52, 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, 54, joined the Company in 1998 as a Financial Analyst and currently serves as Senior Vice
President of Finance and Treasurer.
Darren Field, 54, joined the company in 1994 as a Night Dispatcher and currently serves as President of
Intermodal and Executive Vice President.
Spencer Frazier, 54, joined the Company in 1992 as a Management Trainee and currently serves as Executive
Vice President of Sales and Marketing.
Wayne Garrison, 72, joined the Company in 1976 becoming our President in 1982 and Chief Executive Officer
in 1985. He served as Chairman of the Board from 1995 to 2010 and currently serves as Honorary Founding
Director.
Bradley Hicks, 52, joined the Company in 1996 as a Management Trainee and currently serves as President of
Dedicated Contract Services and Executive Vice President.
Nicholas Hobbs, 62, joined the Company in 1984 as a Management Trainee and currently serves as Chief
Operating Officer, President of Highway and Final Mile Services, and Executive Vice President.
David Keefauver, 52, joined the Company in 1995 as a Management Trainee and currently serves as Executive
Vice President of People.
John Kuhlow, 54, 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, 51, joined the Company in 1998 as a National Account Service Monitor and currently serves as
Executive Vice President of Integrated Capacity Solutions.
Stuart Scott, 58, joined the Company in 2016 as Chief Information Officer and Executive Vice President. Prior
to joining the Company, he served as Chief Information Officer (CIO) at Tempur-Sealy International, CIO at
Microsoft, and CIO for various General Electric businesses.
Kirk Thompson, 71, joined the Company in 1973 and served as President and Chief Executive Officer from 1987
through 2010 and as Chairman of the Board from 2010 to 2024. He currently serves as Honorary Founding
Director.
Brian Webb, 56, joined the Company in 2002 as a Business Development Executive and currently serves as
Executive Vice President of Final Mile Services.
Greer Woodruff, 62, joined the Company in 1987 as a Management Trainee and currently serves as Executive
Vice President of Safety, Sustainability, and Maintenance.
36
Proxy Statement
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 18, 2025,
by each of its current and nominated directors, the Named Executive Officers (the NEOs), and all executive officers
and directors as a group. Unless otherwise indicated in the footnotes below, “beneficially owned” means the
sole or shared power to vote or direct the voting of a security or the sole or shared power to dispose or direct the
disposition of a security.
Owner
Number of Shares
Beneficially Owned
Directly(1)
Number of Shares
Beneficially Owned
Indirectly(2)
Percent of Class (%)(3)
Brett Biggs
—
—
—
Francesca M. Edwardson
29,202
—
*
Darren Field
25,731
—
*
Sharilyn S. Gasaway
29,909
265
*
Bradley Hicks
39,841
—
*
Thad Hill
6,186
—
*
Nicholas Hobbs
113,461
168
*
Bryan Hunt
70,697
—
*
John Kuhlow
21,191
—
*
Persio Lisboa
3,594
—
*
John N. Roberts, III
336,954
—
*
James L. Robo
88,763
24,972
*
Shelley Simpson
106,209
50,019
*
All executive officers and directors as a group (23)
2,205,602
102,820
2.3
*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:
Pledged Shares
Outstanding Balance
Darren Field
5,992
$325,000
John Kuhlow
2,665
$73,000
John N. Roberts, III
217,028
$1,802,527
All Executive Officers and directors as a group
241,284
$3,523,626
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 100,008,209 shares of common stock outstanding of the Company on February 18, 2025.
37
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 with respect to backgrounds, experience, expertise, knowledge, perspectives,
gender and ethnicity,
• 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 “Environmental, Social and Governance Reporting” 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
38
Proxy Statement
J.B. Hunt Transport Services, Inc.
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 Brett Biggs, Francesca M. Edwardson,
Sharilyn S. Gasaway, Thad Hill, Persio Lisboa, and James L. Robo are all independent. After due consideration, the
Board has determined that none of these current or nominated nonemployee directors have a material relationship
with the Company or any of its subsidiaries (either directly or indirectly as a partner, 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.
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J.B. Hunt Transport Services, Inc.
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 2026 Annual Meeting
of Shareholders, director candidates must be submitted to the Company’s Corporate Secretary on or before
November 12, 2025. 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.
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J.B. Hunt Transport Services, Inc.
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 “Environmental, Social and Governance Reporting” 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 funda-
mental 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,
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J.B. Hunt Transport Services, Inc.
• 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:
Brett Biggs – business and financial expertise in the retail industry and leadership experience in multinational
public companies
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
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.
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J.B. Hunt Transport Services, Inc.
Overboarding
To further facilitate each director’s ability to effectively serve as a member of the Board, each director is limited to
serving on no more than four boards of directors of publicly held companies in total, including that of the Company.
In addition, a director is required to obtain Board approval prior to joining the board of another publicly held
company, which allows the Board to exercise its judgment regarding various considerations and potential conflicts
of interest.
Board Diversity
As indicated by the criteria above, the Board prefers a mix of background and experience among its members.
Furthermore, our current and nominated Board is diverse both in gender and ethnic representation, with over 40%
of our 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.
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
the Board’s independent decision-making by having a designated 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 2024 calendar year. All current directors attended all of the
Board meetings and committee meetings on which each served during 2024. All current Board members who were
nominated for election in 2024 attended the 2024 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.
Corporate Governance
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J.B. Hunt Transport Services, Inc.
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 2024:
Director
Audit
Executive
Compensation
Corporate Governance
Francesca M. Edwardson
X
X
Sharilyn S. Gasaway
Chair
X
X
Thad Hill
Chair
X
Persio Lisboa
X
X
Pat Ottensmeyer
X
X
James L. Robo
X
Chair
Number of Meetings in 2024
9
5
4
The Board has nominated Brett Biggs as a candidate to fill the open director position on the Board created by the
death of Patrick Ottensmeyer. The Corporate Governance Committee has recommended, and the Board approved,
the following committee assignments for the annual period beginning after our 2025 Annual Meeting:
Director
Audit
Executive
Compensation
Corporate Governance
Brett Biggs
X
X
Francesca M. Edwardson
X
X
Sharilyn S. Gasaway
Chair
X
X
Thad Hill
Chair
X
Persio Lisboa
X
X
James L. Robo
X
Chair
Honorary Founding Directors
On February 28, 2024, the Board of Directors established the position of Honorary Founding Director. Wayne
Garrison and Kirk Thompson each transitioned to this position 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
Corporate Governance
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Proxy Statement
J.B. Hunt Transport Services, Inc.
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.
Corporate Governance
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Proxy Statement
J.B. Hunt Transport Services, Inc.
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,
Corporate Governance
Audit Committee
46
Proxy Statement
J.B. Hunt Transport Services, Inc.
•
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.
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J.B. Hunt Transport Services, Inc.
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.
Corporate Governance
Executive Compensation Committee
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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,
•
oversee and monitor the Company’s practices to promote inclusion and employee welfare with an annual
update to the Board,
•
review any director resignation letter tendered in accordance with the Company’s director resignation policies,
and evaluate and recommend to the Board whether such resignation should be accepted,
•
review and approve all related-party transactions (as required by law, NASDAQ rules, or SEC regulations),
•
annually conduct a self-evaluation of its performance, and
•
otherwise comply with its responsibilities and duties as set forth in the Company’s Corporate Governance
Committee Charter.
The Board has determined that all current and nominated members of the Corporate Governance Committee
satisfy the independence requirements of the NASDAQ corporate governance listing standards.
Code of Business Conduct and Ethics
The Board has adopted a Corporate Code of Ethical and Professional Standards for Directors, Officers and
Employees (the Code of Ethics) that applies to all of the Company’s directors, officers, and employees. The purpose
and role of this Code of Ethics is to focus our directors, officers, and employees on areas of ethical risk, provide
guidance to help them recognize and deal with ethical issues, provide mechanisms to report unethical or unlawful
conduct, and help enhance and formalize our culture of integrity, honesty, and accountability. As required by
applicable law, the Company will post on the “Corporate Governance” page of the “Environmental, Social and
Governance Reporting” 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.
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Proxy Statement
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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.
Insider Trading Restrictions
The Company has adopted a written Insider Trading Policy that governs the purchase, sale, and other dispositions
of its securities by its directors, officers, and covered employees. The Insider Trading Policy is designed to promote
compliance with trading laws, rules, and regulations, as well as the corporate governance listing standards of
NASDAQ, the stock exchange on which our common stock is traded. The policy may be accessed on the “Corporate
Governance” page of the “Environmental, Social and Governance Reporting” section of our website at jbhunt.com.
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, with the following exceptions: Brian Webb, Greer Woodruff, David Keefauver, Jennifer Boattini,
Spencer Frazier, John Kuhlow, and Kevin Bracy each had one Form 4 to report the vesting of restricted share
units and the related withholding of shares to pay taxes that was not filed timely due to an administrative issue.
Additionally, Patrick Ottensmeyer had one late filing to report his initial beneficial ownership of shares.
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.
During 2024, the Company earned $28.0 million in revenue for transportation services provided to its customer
Simmons Foods, Inc. The brother of John Roberts, Chairman of the Board, 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.
During 2024, the Company procured $648,568 in third-party purchased transportation services from Prosport
Express, Inc. The son of John Roberts, Chairman of the Board, was a Director of Sales at Prosport Express during
2024. 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.
During 2024, the Company procured $232,747 in third-party purchased transportation services from Gulf Relay
LLC. Jennifer R. Boattini’s brother is the Chief Operating Officer of Gulf Relay LLC. Ms. Boattini was not involved
Corporate Governance
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J.B. Hunt Transport Services, Inc.
Corporate Governance
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.
Two sons-in-law of Kirk Thompson, Honorary Founding Director and former Chairman of the Board of the Company,
were employed by the Company in calendar year 2024. The first earned $384,692 and the second earned
$284,562 in 2024 compensation.
Compensation Committee Interlocks and Insider Participation
During the 2024 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.
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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, 2024. 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
18,326,504
18.2%
The Vanguard Group(2)
100 Vanguard Blvd.
Malvern, PA 19355
9,397,670
9.5%
BlackRock, Inc.(3)
50 Hudson Yards
New York, NY 10001
6,597,065
6.4%
(1)
Based on the shareholder’s Form 5, filed with the SEC on January 28, 2025.
(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 owner
ship 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.
Principal Shareholders of The Company
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J.B. Hunt Transport Services, Inc.
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 2024. These individuals, referred to collectively as “named executive officers” or
NEOs, are identified below:
• Shelley Simpson – Chief Executive Officer and President
• John N. Roberts III – Chairman of the Board; Chief Executive Officer for the first half of 2024
• John Kuhlow – Chief Financial Officer, Chief Accounting Officer, and Executive Vice President
• Nicholas Hobbs – Chief Operating Officer, President of Highway and Final Mile Services, and Executive Vice
President
• Darren Field – President of Intermodal and Executive Vice President
• Bradley Hicks – President of Dedicated Contract Services 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.
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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 2024 Annual Meeting, the shareholders approved, on an advisory basis, the compensation of the named
executive officers (95.9% 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 2025 and has determined that these policies and decisions
are appropriate and in the best interests of the Company and its shareholders at this time. Previously, 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 2024, 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 2024. 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.
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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.”
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.
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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 prior to approving the NEO compensation levels and structure for 2024.
This 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.
The above peer group represents the same 14 companies used by the Compensation Committee for benchmarking
purposes in 2023. However, in 2024, the Committee approved the replacement of Stericycle, Inc. with United
Rentals, Inc. in the peer group for purposes of setting compensation in 2025, based on the above factors and
Stericycle’s then pending acquisition by Waste Management, Inc., which was completed in November 2024.
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
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.
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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, 2024, there were 44 million shares of common
stock authorized for issuance under the MIP, of which approximately 3.5 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 has adopted an equity grants policy regarding the process and procedures for granting equity-
based awards, including determination of the grant date and exercise price and the timing of equity-based
awards in relation to trading window restrictions and the disclosure of material nonpublic information. Consistent
with this policy, recommendations of equity-based annual awards for our executive officers are presented to the
Compensation Committee during its first-quarter meeting usually held in late January of each year following the
announcement of the Company’s fourth quarter and annual financial and operating results. The Compensation
Committee then approves the equity-based awards to the executive officers, other than the Chairman of the Board
and the Chief Executive Officer, and recommends the awards for the Chairman of the Board and Chief Executive
Officer to the Company’s independent directors for their approval at the Board’s regular meeting usually held the
following day, with all annual equity-based awards to the executive officers being effective upon the independent
directors’ approval of the awards to the Chairman and the Chief Executive Officer. Grants other than the annual
awards are made on a limited basis such as in connection with the hiring or the promotion of an employee into a
stock-eligible position. The Compensation Committee has in recent years utilized time-based and performance-
based restricted share units for all grants of equity-based awards to our executive officers and employees. The
Company does not currently have any outstanding stock option or similar awards.
The equity grants policy prohibits the disclosure of material non-public information for the purpose of affecting
the value of executive compensation. In the event that material, nonpublic information becomes known to
the Compensation Committee, the Company, or its employees at a time when such information could affect
or otherwise impact the imminent grant of equity-based compensation, management and the Compensation
Committee will take the existence of such information under advisement and determine, after considering relevant
factors, 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,
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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 2024, the following compensation paid was not deductible by the Company:
Shelley Simpson
$3,779,269
John N. Roberts, III
8,981,721
John Kuhlow
1,523,316
Nicholas Hobbs
2,690,452
Darren Field
3,050,860
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.
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.
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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
Ownership Multiple
of Base Salary
Chief Executive Officer
6 times
President
6 times
Executive Vice Presidents
3.5 times
Senior Vice Presidents
2.75 times
Vice Presidents
2.5 times
The Compensation Committee has determined that 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.
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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 2024, 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.
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2024 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 to our NEOs for 2024.
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
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
Performance-Based Units –
Relative ROIC (Equity)
Awards of restricted share units that are contingent on the
Company’s attainment of a targeted three-year return on
invested capital (ROIC) relative to the ROIC consistently
calculated for the same reporting periods for companies
included in an independent peer group
The Compensation Committee, with recommendations from management, works to create what it believes is
the best mix of these components in delivering total direct compensation. In determining annual compensation,
the Compensation Committee reviews all elements of compensation separately and in the aggregate. These
compensation components are comparable to those of the Company’s competitors and peer group.
In its review of executive compensation, and, in particular, in determining the amount and form of incentive awards
discussed below, the Compensation Committee generally considers several factors. Among these factors are:
• market information with respect to cash and long-term compensation for its peer group,
• amounts paid to the executive officer in prior years as salary,
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• 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.
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.
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In January 2024 and 2025, the Compensation Committee reviewed each NEO’s base salary and the independent
Board members reviewed the Chief Executive Officer’s base salary. After applying the aforementioned guidelines,
the independent Board members approved the salary increases listed below for Shelley Simpson and John N.
Roberts, III, and the Compensation Committee approved the salary increases listed below for the remaining NEOs.
2023 Salary ($)
2024 Salary ($)
Increase /
(Decrease)
For 2024 (%)
2025 Salary ($)
Increase /
(Decrease)
For 2025 (%)
Shelley Simpson (1)
800,000
900,000
12.5
929,000
3.2
John N. Roberts, III (1)
1,000,000
826,400
(17.4)
661,120
(20.0)
John Kuhlow
525,000
541,800
3.2
559,000
3.2
Nicholas Hobbs
675,000
700,000
3.7
722,400
3.2
Darren Field
575,000
595,000
3.5
614,000
3.2
Bradley Hicks
550,000
567,500
3.2
578,850
2.0
(1) At the Company’s 2024 Annual Meeting of Shareholders, John N. Roberts, III, then Chief Executive Officer of the Company, assumed the role of executive
Chairman of the Board. Mr. Roberts held both roles until July 1, 2024, when he retired from the position of Chief Executive Officer and Shelley Simpson
assumed the role. The annual salaries reported above for 2024 reflect those approved by the independent Board members for Ms. Simpson and Mr. Roberts,
respectively, effective July 1, 2024. From January 28 to July 1, 2024, Mr. Roberts’ and Ms. Simpson’s annual base salaries were $1,033,000 and $826,400,
respectively.
Annual Bonus Award
The Company’s bonus plan in effect for calendar year 2024 was tied fully 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.
On January 23, 2025, the Compensation Committee approved and adopted a modified performance-based
annual cash incentive program for our named executive officers related to the Company’s revenue, excluding fuel
surcharge revenue, operating income and safety performance for calendar year 2025. According to the 2025
company bonus plan, each of our named executive officers will be eligible to receive a single cash bonus payout
following the completion of calendar year 2025 based 70% on the Company’s reported operating income for 2025
and 15% each on the Company’s reported revenue, excluding fuel surcharge revenue, for 2025 and preventable
collisions per million miles driven for 2025, which we determine are reportable to the U.S. Department of
Transportation relative to the Company’s respective targeted or projected amounts for each metric.
Annual Bonus Payout
For 2024, the company bonus plan was based on annual reported operating income and consisted of a single
payout to be made in January 2025 based on the full year 2024 operating income matrix approved by the
Compensation Committee. The established matrix consisted of operating income ranging from $938 million to $1.3
billion, translating to annual bonus payout percentages ranging from 15% to 185% of the Chief Executive Officer’s
and the President’s base salaries and 15% to 160% of all other NEO’s base salary.
Executive Compensation
63
Proxy Statement
J.B. Hunt Transport Services, Inc.
The 2024 annual bonus payout targets compared with actual reported operating income and actual payout
percentages were as follows:
Operating Income ($) (millions)
Bonus Payout % of Salary
Period
Min.
Target
Max.
Reported
Min.
Target
Max.
Actual
Annual (CEO & President)
938
1,104
1,269
831
15.0
105.0
185.0
-
Annual (All Other NEOs)
938
1,104
1,269
831
15.0
80.0
160.0
-
No annual payout was made under the company bonus plan for 2024, as actual operating income for 2024 did not
meet the targeted performance range.
Under the 2025 company bonus plan, the Chairman of the Board and the Chief Executive Officer will each be
eligible to earn a bonus payout ranging from 37.5% to 300% of his or her annual base salary as of December 31,
2025, if a threshold performance level is achieved with respect to each metric, with a targeted bonus amount of
150% of annual base salary. Each other NEO will be eligible to earn a bonus payout ranging from 25% to 200% of
his or her annual base salary as of December 31, 2025, if a threshold performance level is achieved with respect
to each metric, with a targeted bonus amount of 100% of annual base salary. The actual bonus payouts will be
based on the Company’s achievement of a range of revenue, excluding fuel surcharge revenue, operating income
and preventable collisions rate results for calendar year 2025 of 85% to 115% of the targeted or projected amounts
for each metric. No bonus will be paid unless the Company achieves actual results of at least the threshold
performance level for at least one metric, with each metric being weighted in determining the payment calculation
as described above and the preventable collisions rate being measured inversely to reflect safety performance. For
purposes of the plan, operating income, revenue and preventable collision rate results may be adjusted to disregard
or exclude the impact of any cash bonus or stock compensation expense, any unusual or infrequently occurring
items or events, and the effects of changes in applicable laws or accounting principles, as the Committee deems
appropriate.
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 2024, 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 return on invested capital (ROIC).
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
an additional metric 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
Executive Compensation
64
Proxy Statement
J.B. Hunt Transport Services, Inc.
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.
For grants based on ROIC, the total annual award is contingent on the Company’s attainment of a targeted ROIC
relative to the ROIC consistently calculated for the same reporting periods for each company included in an
additional independent peer group of 13 transportation and logistics companies in the national marketplace. In July
2024, the Compensation Committee updated the existing peer group by replacing XPO, Inc. with RXO, Inc. in light of
XPO’s prior spinoff of RXO and subsequently updated the peer group in January 2025, by replacing Expeditors Int’l
of Washington, Inc. with Werner Enterprises, Inc., which better aligned with the Company’s operations. Additionally,
the Compensation Committee determined these changes to the ROIC peer group should apply retroactively to all
unvested restricted share units subject to the ROIC peer group performance criteria. The updated independent
peer group of 13 transportation and logistics companies is as follows:
C.H. Robinson Worldwide, Inc.
CSX Corporation
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.
RXO, Inc.
Schneider National, Inc.
Union Pacific Corporation
Werner Enterprises, 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.
At its meeting on January 22, 2025, the Compensation Committee modified the percentage distribution of the NEO
restricted share unit awards granted for the calendar year 2025. Sixty percent of the restricted share units within
these annual awards are contingent on the Company’s attainment of a targeted three-year ROIC relative to the
ROIC consistently calculated for the same reporting periods for each company included in the aforementioned peer
group. Depending on which level of ROIC is obtained, the initial award vesting amount can range from 0% to 200%
of the original units granted. This amount is then decreased or increased by up to 20% based on the Company’s
attainment of a predetermined matrix of future operating income compound annual growth rates, resulting in
the ultimate award vesting amount ranging from 0% to 240% of the original units granted. These ROIC-based
awards contain single cliff vesting at the end of their three-year vesting terms, and consistent with prior grants, all
performance criteria used within the awards were established by the Compensation Committee. The remaining 40%
of the restricted share units awarded are time-based and vest in annual installments over their three-year vesting
terms, with 40% of the time-based units vesting after the end of each of the first two years and 20% after the end
of the third year. The Committee plans to transition the vesting of time-based restricted share units granted to the
NEOs over the next two grant cycles such that the time-based awards granted in 2026 will vest over the three-year
vesting period in annual installments of 40%, 30% and 30%, respectively, and the time-based awards granted in
2027 and beyond will vest in three equal annual installments of one-third each.
This modified structure for the Company’s long-term incentive compensation was adopted by the Compensation
Committee based on discussion and analysis of the Company’s business strategy and operating performance
objectives, the effectiveness of the current long-term incentive compensation structure since its implementation
in 2020, and the compensation practices of peer companies, including the consideration of information and input
provided by management and Meridian. The Committee views these revisions to the equity award structure as a
Executive Compensation
65
Proxy Statement
J.B. Hunt Transport Services, Inc.
furtherance of the long-term incentive compensation strategy the Committee initiated in 2020 when the awards
based on the Company’s relative ROIC performance over a three-year period were first introduced as a component
of the Company’s performance-based equity program. The Committee believes that the expansion of the ROIC-
based portion of the program, with a modifier tied to operating income growth, along with the elimination of
operating income and EBITDA as singular performance measures, better aligns with the Company’s strategic
emphasis on long-term growth and returns while continuing to effectively promote strong annual operating
performance. The increase in the percentage of restricted share units subject to three-year cliff vesting from 25%
to 60% of the total annual equity-based award further enhances the awards’ long-term performance incentive
nature, with an appropriate balance of retention incentive through the 40% time-based portion that vests in annual
installments over a similar three-year period. Finally, the Committee adopted the schedule of unequal annual
vesting installments for the time-based awards for 2025 and 2026 to facilitate management’s transition to the
increased cliff-based vesting structure culminating in an equal annual installment vesting schedule for the time-
based awards beginning in 2027.
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 2024:
• 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.
The Compensation Committee and/or independent directors approved the following performance-based restricted
share unit grants, which are recorded based on target performance levels:
Annual Operating
Income
Performance-
Based Units (#)
Annual ROIC
Performance-
Based Units (#)
Promotional
Operating
Income
Performance-
Based Units (#)
Promotional ROIC
Performance-
Based Units (#)
Promotional
Time-Based
Units (#)
Total Fair
Value ($)
Shelley Simpson
14,929
4,976
7,226
2,408
31,509
10,406,600
John N. Roberts, III
27,619
9,206
7,462,218
John Kuhlow
7,442
2,481
2,010,797
Nicholas Hobbs
9,032
3,011
2,440,394
Darren Field
8,942
2,981
2,416,077
Bradley Hicks
8,187
2,729
2,212,018
Executive Compensation
66
Proxy Statement
J.B. Hunt Transport Services, Inc.
The fair value of all annual awards was based on a 2.38% discount from the Company’s closing stock price of
$207.58 on January 22, 2024, while Ms. Simpson’s promotional award was based on a 2.38% discount from the
Company’s closing stock price of $158.68 on July 1, 2024. 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 2024 NEO annual and promotional awards subject to operating income or ROIC targets shown above vest
in annual increments over four years, beginning January 31, 2025, or cliff vest on March 31, 2027, subject to the
Compensation Committee’s certification of the Company’s attainment of predetermined operating metrics. Ms.
Simpson’s time-based promotional awards will vest in three equal annual installments, beginning July 1, 2031.
In 2021, the Compensation Committee granted to the named executive officers three-year cliff vesting
awards based on both ROIC and earnings before interest, taxes, depreciation, and amortization (EBITDA). The
Compensation Committee certified in March 2024 that the Company achieved an EBITDA compound annual growth
rate of 11.7% and ROIC relative to the peer group at the 67.9th percentile for the three-year performance period
ended December 31, 2023. These compared to a targeted EBITDA compound annual growth rate range of 8.2-13.2%
and a targeted ROIC range relative to the peer group at the 50th-100th percentile. As a result, the EBITDA portion of
the 2021 awards vested at the 120.0% level and the ROIC portion of the awards vested at the 135.8% level on March
31, 2024. The annual installment of the previously granted operating income-based awards also vested on January
31, 2024 based on the Company’s 2023 operating income of $993 million.
Deferred Compensation
The Company administers a Deferred Compensation Plan for certain of its officers. The employee participant
may elect on an annual basis to defer part of his or her salary and/or annual bonus awards. This plan assists key
employees in planning for retirement. The Company contributes nothing to the plan, and participants are not
permitted to defer shares of Company stock.
Health and Welfare Benefits
The Company provides benefits such as medical, vision, life insurance, long-term disability coverage, and 401(k)
plan opportunities to all eligible employees, including the NEOs. The Company provides up to $750,000 in life
insurance coverage and up to $10,000 per month in long-term disability coverage. The value of these benefits is
not required to be included in the Summary Compensation Table since they are available to all employees on a
nondiscriminatory basis. The Company matches certain employee contributions to the 401(k) plan. The Company
provides no postretirement medical or supplemental retirement benefits to its employees.
The Company also provides vacation, sick leave, and other paid holidays to employees, including the NEOs, that
are comparable to those provided at other transportation companies. The Company’s commitment to provide
employee benefits is due to our recognition that the health and well-being of our employees contributes directly to
a productive and successful work life that produces better results for the Company and for its employees.
The Company may provide executive officers a taxable allowance of up to $5,000 per calendar year for an annual
physical and ordinary and necessary travel, meals and lodging in connection with the physical. Alternatively,
the Company may offer executive officers the opportunity to participate, on a voluntary basis, in an executive
health program where the Company will pay the costs, up to $5,000 annually, related to a comprehensive health
assessment to address the executive’s overall medical needs and assess health risks. This benefit is available only
for actual expenses up to $5,000 incurred by the executive officer during the calendar year in which the benefit is
provided.
Executive Compensation
67
Proxy Statement
J.B. Hunt Transport Services, Inc.
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.
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.
Executive Compensation
68
Proxy Statement
J.B. Hunt Transport Services, Inc.
Summary Compensation
The following table summarizes the total compensation earned by or paid to the Chief Executive Officer, Chief
Financial Officer, and the next three most highly compensated executive officers of the Company who served in
such capacities as of December 31, 2024, for services rendered to the Company. These officers are referred to as
the NEOs in this Proxy Statement.
Name and
Principal
Position
Year
Salary
($)(1)
Stock
Awards
($)(2)
Option
Awards
($)(2)
Non-Equity
Incentive Plan
Compensation
($)(1)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
All Other
Compensation
($)
Total
($)
Shelley
Simpson
CEO and President
2024
857,323
10,406,600
—
—
—
52,804
11,316,727
2023
791,346
3,894,298
—
—
—
27,868
4,713,512
2022
660,577
7,080,985
—
1,051,029
—
24,468
8,817,059
John N.
Roberts, III
CEO (partial year);
Chairman
2024
933,839
7,462,218
—
—
—
57,552
8,453,609
2023
997,692
7,204,478
—
—
—
54,163
8,256,333
2022
975,385
6,592,523
—
1,631,700
—
40,847
9,240,455
John Kuhlow
CFO, CAO,
and EVP
2024
539,862
2,010,797
—
—
—
23,872
2,574,531
2023
519,231
1,947,059
—
—
—
30,352
2,496,642
2022
466,346
1,806,680
—
672,125
—
14,233
2,959,384
Nicholas Hobbs
COO, President of
Highway and Final,
Mile Services, and
EVP
2024
697,115
2,440,394
—
—
—
26,843
3,164,352
2023
669,231
2,336,471
—
—
—
31,447
3,037,149
2022
622,116
2,197,377
—
884,375
—
21,801
3,725,669
Darren Field
President of
Intermodal,
and EVP
2024
592,692
2,416,077
—
—
—
31,335
3,040,104
2023
569,231
2,336,471
—
—
—
19,221
2,924,923
2022
516,346
2,197,377
—
742,875
—
24,351
3,480,949
Bradley Hicks(3)
President of
Dedicated Contract
Services, and EVP
2024
565,481
2,212,018
—
—
—
24,195
2,801,694
(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 2024, 2023, or 2022.
(3) Bradley Hicks was not an NEO prior to 2024.
Executive Compensation
69
Proxy Statement
J.B. Hunt Transport Services, Inc.
(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, family member, or other guest may accompany
the executive on a flight. 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. Shelley Simpson, John N. Roberts, III and Darren Field had
such imputed income in 2024. 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 2024, 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 anniversary awards of $750 and $1,250 for Shelley Simpson and Nicholas Hobbs, respectively, airline lounge fees of $700 and $800 for Shelley
Simpson and Bradley Hicks, health and welfare benefits of $124 for Nicholas Hobbs, and Company-branded apparel valued at $140 for Bradley Hicks.
Name
Perquisites and Other
Personal Benefits
($)
Company Contributions
to 401(k) Plan
($)
Restricted Share Units
Accelerated Vesting
($)
Total
($)
Shelley Simpson
42,454
10,350
—
52,804
John N. Roberts, III
47,202
10,350
—
57,552
John Kuhlow
13,522
10,350
—
23,872
Nicholas Hobbs
16,493
10,350
—
26,843
Darren Field
20,985
10,350
—
31,335
Bradley Hicks
14,413
9,782
—
24,195
Name
Personal
Administrative
Support
($)
Security
Services
($)
Personal Use
of Company
Plane
($)(1)
Legal and
Accounting
Fees
($)
Club Dues
($)
Other
($)(2)
Total
Perquisites
and Other
Personal
Benefits
($)
Shelley Simpson
—
3,716
11,489
15,000
10,799
1,450
42,454
John N. Roberts, III
4,803
6,353
1,610
15,000
19,436
—
47,202
John Kuhlow
—
1,057
—
7,800
4,665
—
13,522
Nicholas Hobbs
—
1,068
—
1,995
12,056
1,374
16,493
Darren Field
—
7,179
2,245
452
11,109
—
20,985
Bradley Hicks
—
—
—
3,200
10,273
940
14,413
Components of All Other Compensation for Calendar Year 2024
Components of Perquisites for Calendar Year 2024
Executive Compensation
70
Proxy Statement
J.B. Hunt Transport Services, Inc.
Grants of Plan-Based Awards for 2024
The following table reflects estimated possible payouts under equity and non-equity incentive plans to the NEOs
during 2024. 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 2024, 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
($)(1)
Threshold
(#)
Target
(#)(2)
Maximum
(#)
Number
of Shares
of Stock or
Units
(#)
Number of
Securities
Underlying
Options
(#)
Exercise
or Base
Price of
Option
Awards
($/Sh)
Grant Date
Fair Value
of Stock
and Option
Awards
($)(3)
Shelley Simpson
AOI
1/22/24
—
—
—
3,732
14,929
14,929
—
—
—
3,025,213
ROIC
1/22/24
—
—
—
2,488
4,976
9,952
—
—
—
1,008,337
PROMO OI
7/1/24
—
—
—
1,806
7,226
7,226
—
—
—
1,119,307
PROMO ROIC
7/1/24
—
—
—
1,204
2,408
4,816
—
—
—
372,999
PROMO TIME
7/1/24
—
—
—
31,509
31,509
31,509
—
—
—
4,880,744
CBP
1/22/24
135,000
945,000
1,665,000
—
—
—
—
—
—
—
John. N. Roberts, III
AOI 1/22/24
—
—
—
6,904
27,619
27,619
—
—
—
5,596,714
ROIC 1/22/24
—
—
—
4,603
9,206
18,412
—
—
—
1,865,504
CBP 1/22/24
123,960
867,720
1,528,840
—
—
—
—
—
—
—
John Kuhlow
AOI 1/22/24
—
—
—
1,860
7,442
7,442
—
—
—
1,508,047
ROIC 1/22/24
—
—
—
1,240
2,481
4,962
—
—
—
502,750
CBP 1/22/24
81,270
433,440
866,880
—
—
—
—
—
—
—
Executive Compensation
71
Proxy Statement
J.B. Hunt Transport Services, Inc.
Estimated Possible Payouts Under
Non-Equity Incentive Awards
Estimated Future Payouts Under
Equity Incentive Plan Awards
All Other
Stock
Awards
All Other
Option
Awards
Name/
Award
Grant
Date
Threshold
($)
Target
($)
Maximum
($)(1)
Threshold
(#)
Target
(#)(2)
Maximum
(#)
Number
of Shares
of Stock or
Units
(#)
Number of
Securities
Underlying
Options
(#)
Exercise
or Base
Price of
Option
Awards
($/Sh)
Grant Date
Fair Value
of Stock
and Option
Awards
($)(3)
Nicholas Hobbs
AOI 1/22/24
—
—
—
2,258
9,032
9,032
—
—
—
1,830,244
ROIC 1/22/24
—
—
—
1,505
3,011
6,022
—
—
—
610,150
CBP 1/22/24
105,000
560,000
1,120,000
—
—
—
—
—
—
—
Darren Field
AOI 1/22/24
—
—
—
2,235
8,942
8,942
—
—
—
1,812,007
ROIC 1/22/24
—
—
—
1,490
2,981
5,942
—
—
—
604,070
CBP 1/22/24
89,250
476,000
952,000
—
—
—
—
—
—
—
Bradley Hicks
AOI 1/22/24
—
—
—
2,046
8,187
8,187
—
—
—
1,659,013
ROIC 1/22/24
—
—
—
1,364
2,729
5,458
—
—
—
553,005
CBP 1/22/24
85,125
454,000
908,000
—
—
—
—
—
—
—
(1) This column reflects the maximum non-equity incentive award each NEO was eligible to receive for 2024 under the percentage assigned to each NEO for the
cash bonus pools. No bonuses were earned for 2024, as reported in the Summary Compensation Table shown on page 68 of this Proxy Statement.
(2) This column reflects the number of performance-based or time-based restricted share units that were granted to the NEOs in 2024.
(3) The fair value of the awards was based on a 2.38% discount from the Company’s closing stock price of $207.58 on January 22, 2024, measured at the target
performance level, except for awards granted to Ms. Simpson upon her promotion, which was based on a 2.38% discount from the Company’s closing stock
price of $158.68 on July 1, 2024. The discount represents the present value of expected dividends to be paid on the Company’s common stock, using the
current dividend rate and the risk-free interest rate, over the vesting period. The Company believes that this discount is appropriate to value the performance-
based restricted share units, as the units do not collect or accrue dividends until the awards vest and are settled with Company stock. Performance-based
restricted share units subject to ROIC are recorded at their target of 100% of the units granted.
Key to Plan-Based Awards Table:
AOI – Annual Operating Income Performance-Based Units
ROIC – Annual ROIC Performance-Based Units
PROMO OI – Promotional Operating Income Performance-Based Units
PROMO ROIC – Promotional ROIC Performance-Based Units
PROMO TIME – Promotional Time-Based Units
CBP – Company Bonus Plan
Executive Compensation
72
Proxy Statement
J.B. Hunt Transport Services, Inc.
Outstanding Equity Awards at Calendar Year-End 2024
As of December 31, 2024, there were no outstanding stock options held by the NEOs. The following table sets forth
information concerning restricted share units held by the NEOs as of December 31, 2024.
Name
Number of Shares or Units
of Stock That Have Not
Vested
(#)(1)
Market Value of Shares or
Units of Stock That Have
Not Vested
($)(2)
Equity Incentive Plan
Awards: Number of
Unearned Shares, Units or
Other Rights That Have Not
Vested
(#)(1)
Equity Incentive Plan
Awards: Market or Payout
Value of Unearned Shares,
Units or Other Rights That
Have Not Vested
($)(2)
Shelley
Simpson
31,509
5,377,326
3,735
637,415
2,673
456,174
4,210
718,479
2,806
478,872
23,104
3,942,929
12,174
2,077,615
5,410
923,271
14,929
2,547,783
4,976
849,204
7,226
1,233,189
2,408
410,949
John N.
Roberts, III
7,905
1,349,067
12,630
2,155,436
8,420
1,436,957
22,521
3,843,434
10,009
1,708,136
27,619
4,713,459
9,206
1,571,096
John
Kuhlow
7,471
1,275,001
2,228
380,231
3,462
590,825
2,307
393,713
6,087
1,038,807
2,705
461,635
7,442
1,270,052
2,481
423,407
Nicholas
Hobbs
3,735
637,415
2,673
456,174
4,210
718,479
2,806
478,872
7,304
1,246,501
3,246
553,962
9,032
1,541,401
3,011
513,857
Executive Compensation
73
Proxy Statement
J.B. Hunt Transport Services, Inc.
(1) Restricted share units are time-vested or performance-based awards. Effective vesting dates, pending achievement of required performance goals set for
performance-based awards, are noted below. Performance-based restricted share units subject to operating Income, EBITDA, and ROIC are recorded at their
target of 100% of the units granted.
Time-Based Awards
Shares Vesting
Vesting Date
Shares Vesting
Vesting Date
Shelley Simpson
10,503
7/1/2031
10,503
7/1/2033
10,503
7/1/2032
Name
Number of Shares or Units
of Stock That Have Not
Vested
(#)(1)
Market Value of Shares or
Units of Stock That Have
Not Vested
($)(2)
Equity Incentive Plan
Awards: Number of Un-
earned 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
4,798
818,827
5,246
895,282
2,673
456,174
4,210
718,479
2,806
478,872
7,304
1,246,501
3,246
553,962
8,942
1,526,042
2,981
508,737
Bradley Hicks
4,798
818,827
7,471
1,275,001
2,228
380,230
3,462
590,825
2,307
393,713
1,156
197,283
6,696
1,142,739
2,975
507,714
8,187
1,397,193
2,729
465,731
Performance-Based Awards
Shares Vesting
Vesting Date
Shares Vesting
Vesting Date
Shelley Simpson
1,245
1/31/26
4,058*
1/31/25
1,245
1/31/27
4,058
1/31/26
1,245
1/31/28
4,058
1/31/27
2,673
1/31/25
2,705
3/31/26
2,105*
1/31/25
2,705
3/31/26
2,105
1/31/26
3,732
1/31/25
1,403*
3/31/25
3,732
1/31/26
1,403
3/31/25
3,732
1/31/27
2,888
1/31/25
3,733
1/31/28
2,888
1/31/26
4,976
3/31/27
2,888
1/31/27
1,806
1/31/25
2,888
1/31/28
1,806
1/31/26
2,888
1/31/29
1,807
1/31/27
Executive Compensation
74
Proxy Statement
J.B. Hunt Transport Services, Inc.
Shares Vesting
Vesting Date
Shares Vesting
Vesting Date
Shelley Simpson (cont.)
2,888
1/31/30
1,807
1/31/28
2,888
1/31/31
2,408
3/31/27
2,888
1/31/32
John N. Roberts, III
7,905
1/31/25
5,005
3/31/26
6,315*
1/31/25
5,004
3/31/26
6,315
1/31/26
6,904
1/31/25
4,210*
3/31/25
6,905
1/31/26
4,210
3/31/25
6,905
1/31/27
7,507*
1/31/25
6,905
1/31/28
7,507
1/31/26
9,206
3/31/27
7,507
1/31/27
John Kuhlow
2,490
1/31/26
2,029
1/31/26
2,490
1/31/27
2,029
1/31/27
2,491
1/31/28
1,353
3/31/26
2,228
1/31/25
1,352
3/31/26
1,731*
1/31/25
1,860
1/31/25
1,731
1/31/26
1,860
1/31/26
1,154*
3/31/25
1,861
1/31/27
1,153
3/31/25
1,861
1/31/28
2,029*
1/31/25
2,481
3/31/27
Nicholas Hobbs
1,245
1/31/26
2,435
1/31/26
1,245
1/31/27
2,435
1/31/27
1,245
1/31/28
1,623
3/31/26
2,673
1/31/25
1,623
3/31/26
2,105*
1/31/25
2,258
1/31/25
2,105
1/31/26
2,258
1/31/26
1,403*
3/31/25
2,258
1/31/27
1,403
3/31/25
2,258
1/31/28
2,434*
1/31/25
3,011
3/31/27
Darren Field
2,364
1/31/25
1,403
3/31/25
2,434
1/31/26
2,434*
1/31/25
874
1/31/25
2,435
1/31/26
874
1/31/26
2,435
1/31/27
874
1/31/27
1,623
3/31/26
874
1/31/28
1,623
3/31/26
875
1/31/29
2,235
1/31/25
875
1/31/30
2,235
1/31/26
2,673
1/31/25
2,236
1/31/27
2,105*
1/31/25
2,236
3/31/28
2,105
1/31/26
2,981
3/31/27
1,403*
3/31/25
Bradley Hicks
2,364
1/31/25
578
1/31/26
2,434
1/31/26
2,232*
1/31/25
2,490
1/31/26
2,232
1/31/26
2,490
1/31/27
2,232
1/31/27
2,491
1/31/28
1,488
3/31/26
2,228
1/31/25
1,487
3/31/26
1,731*
1/31/25
2,046
1/31/25
1,731
1/31/26
2,047
1/31/26
1,154*
3/31/25
2,047
1/31/27
1,153
3/31/25
2,047
1/31/28
578
1/31/25
2,729
3/31/27
* Total shares listed were subsequently forfeited in 2025 due to nonachievement of required operating income or EBITDA performance goals.
(2) Values are based on the last closing market price of $170.66 on December 31, 2024.
Executive Compensation
75
Proxy Statement
J.B. Hunt Transport Services, Inc.
Restricted Share Units Vested for 2024
The following table sets forth information concerning restricted share units vested during 2024.
Name
Number of Shares Acquired
on Vesting
(#)
Value Realized on
Vesting
($) (1) (2)
Shelley Simpson
4,057
815,376
2,105
423,063
2,673
537,220
4,558
908,182
3,279
659,013
2,888
580,430
Total
19,560
3,923,284
John N. Roberts, III
7,506
1,508,556
6,315
1,269,189
7,905
1,588,747
13,479
2,685,691
9,425
1,894,237
Total
44,630
8,946,420
John Kuhlow
2,028
407,587
1,731
347,896
2,228
447,783
3,799
756,951
303
54,728
Total
10,089
2,014,945
Nicholas Hobbs
2,434
489,185
2,105
423,063
2,673
537,220
4,558
908,182
3,279
659,013
Total
15,049
3,016,663
Darren Field
2,434
489,185
2,105
423,063
2,673
537,220
4,558
908,182
2,513
505,063
687
138,073
2,364
475,117
Total
17,334
3,475,903
Bradley Hicks
2,231
448,386
1,731
347,896
2,228
447,783
3,799
756,951
492
98,882
687
138,073
2,364
475,117
577
115,965
Total
14,109
2,829,053
(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
2024 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:
Shelley Simpson
10,863
John N. Roberts, III
24,823
John Kuhlow
6,280
Nicholas Hobbs
8,360
Darren Field
11,340
Bradley Hicks
8,363
(2) Values represent the fair market value of the underlying common stock on the date of vesting.
Executive Compensation
76
Proxy Statement
J.B. Hunt Transport Services, Inc.
Components of Nonqualified Deferred Compensation for
Calendar Year 2024
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 $33,900,125 as of December 31, 2024, and $31,595,221 as of December 31, 2023. 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 $33,900,125 as of December 31, 2024, and $31,595,221 as of December
31, 2023. No NEO participated in our nonqualified deferred compensation plan in 2024.
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 $170.66 on December 31, 2024.
Shelley Simpson
$19,653,206
John N. Roberts, III
16,777,585
John Kuhlow
5,833,671
Nicholas Hobbs
6,146,661
Darren Field
7,202,876
Bradley Hicks
7,169,256
Executive Compensation
77
Proxy Statement
J.B. Hunt Transport Services, Inc.
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.
At the Company’s 2024 Annual Meeting of Shareholders, John N. Roberts, III, then CEO of the Company, assumed
the role of executive Chairman of the Board. Mr. Roberts held both roles until July 1, 2024, when he retired from
the position of CEO and Shelley Simpson assumed the role. Mr. Roberts was our CEO at the time we identified our
“median employee” and accordingly, we have annualized his 2024 total compensation while in the role of CEO for
use in the calculation below.
For 2024, our last completed fiscal year:
• The median of the annual total compensation of all of the Company’s employees, other than our CEO, was
$84,947.
• The annualized total compensation of our former CEO was $8,547,270.
• Based on this information, the ratio for 2024 of the annualized total compensation of our former CEO to the
median of the annual total compensation of all other employees was 101 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 2024, 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.
Executive Compensation
78
Proxy Statement
J.B. Hunt Transport Services, Inc.
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 four years. The Compensation Committee
considers operating income to be the most important financial performance measure used to link compensation
actually paid to our NEOs, for the most recently completed fiscal year, to the Company’s performance.
Pay versus Performance Table
Value of Initial Fixed $100
Investment Based On:
Year
Summary
Compensation
Table Total For
Former PEO ($)(1)
Compensation
Actually Paid
to Former PEO
($)(3)
Summary
Compensation
Table Total For
Current PEO ($)(2)
Compensation
Actually Paid
to Current PEO
($)(3)
Average
Summary
Compensation
Table Total
Non-PEO NEOs
($)(4)
Average
Compensation
Actually Paid
to Non-PEO
NEOs ($)(5)
Total
Shareholder
Return ($)(6)
Peer Group Total
Shareholder
Return ($)(7)
Net
Income ($)
(thousands)(8)
Operating
Income ($)
(thousands)(9)
(a)
(b)
(c)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
2020
7,453,372 10,215,473
-
-
3,552,426
3,597,136
118.10
119.84
506,035
713,119
2021
8,801,881 16,995,242
-
-
3,337,948
6,489,537
177.90
159.21
760,806
1,045,530
2022
9,240,455
5,614,863
-
-
4,745,765
3,310,170
153.12
136.89
969,351
1,331,553
2023
8,256,333 12,654,140
-
-
3,293,057
4,956,985
177.00
163.47
728,287
993,196
2024
8,453,609
3,630,463
11,316,727
9,039,000
2,895,170
1,188,599
152.66
167.78
570,886
831,225
(1) This column lists the total compensation amounts for our former principal executive officer (PEO), John N. Roberts, III, reported in the Summary Compensation
Table shown on page 68 of this Proxy Statement or for the years 2021 and 2020, reported in the Summary Compensation Table included in our 2021 Proxy
Statement filed on March 24, 2022.
(2) This column lists the total compensation amounts for our current PEO, Shelley Simpson for 2024 reported in the Summary Compensation Table shown on page
68 of this Proxy Statement.
(3) For each year listed, this column is calculated as follows:
Former PEO
Current PEO
2020
2021
2022
2023
2024
2024
Total Compensation as
reported SCT
$
7,453,372 $
8,801,881
$
9,240,455 $
8,256,333 $
8,453,609
$
11,316,727
(Subtract)
Pension values reported
in SCT for covered fiscal
year
-
-
-
-
-
-
(Subtract)
Fair value of stock
awards granted during
covered fiscal year
(6,507,402)
(6,042,085)
(6,592,523)
(7,204,478)
(7,462,218)
(10,406,600)
Add
Pension value
attributable to covered
fiscal year’s service and
any change in pension
value attributable to plan
amendments made in
the covered year
-
-
-
-
-
-
Add
Fair value of stock
awards granted in
covered fiscal year and
that are unvested at
end of such covered
fiscal year – valued at
year-end
7,779,212
8,384,434
5,735,617
7,785,675
6,684,048
10,610,890
Executive Compensation
79
Proxy Statement
J.B. Hunt Transport Services, Inc.
The fair value of performance-based restricted share units used for reporting compensation actually paid assumes estimated results as of December 31 of the
applicable year for each pre-established performance goal (i.e., operating income, ROIC, and EBITDA) in accordance with FASB ASC 718. Performance-based
restricted share units will ultimately vest based on actual measured performance through the applicable vesting periods.
(4) This column lists the average total compensation amount for our other non-PEO NEOs reported in the Summary Compensation Table shown on page 68 of this
Proxy Statement or for the years 2021 and 2020, reported in the Summary Compensation Table included in our 2021 Proxy Statement filed on March 24, 2022.
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
Former PEO
Current PEO
2020
2021
2022
2023
2024
2024
Add
Fair value of stock
awards granted in
covered fiscal year that
vested during such
covered fiscal year
– valued on date of
vesting
-
-
-
-
-
-
Add
Dividends or other
earnings paid on stock
or option awards in
the covered fiscal year
prior to the vesting date
that are not otherwise
included in the total
compensation for the
covered fiscal year
-
-
-
-
-
-
Add/
(Subtract)
Change in fair value
from end of prior
fiscal year to end of
covered fiscal year for
awards made in prior
fiscal years that were
unvested at end of
current fiscal year
1,361,340
5,510,480
(2,280,415)
2,097,842
(4,312,264)
(2,601,459)
Add/
(Subtract)
Change in fair value
from end of prior fiscal
year to vesting date for
awards made in prior
fiscal years that vested
during covered fiscal
year
128,951
340,533
(488,272)
1,718,768
267,288
119,442
(Subtract)
Fair value of awards
forfeited in current fiscal
year determined at end
of prior fiscal year
-
-
-
-
-
-
Equals
Compensation Actually
Paid to PEO
$ 10,215,473 $ 16,995,242
$ 5,614,863
$ 12,654,140 $
3,630,463
$
9,039,000
Executive Compensation
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J.B. Hunt Transport Services, Inc.
2024
John Kuhlow – Chief Financial Officer, Chief Accounting Officer, and Executive Vice President
Nicholas Hobbs – Chief Operating Officer, President of Highway and Final Mile Services, and Executive Vice President
Darren Field – President of Intermodal and Executive Vice President
Bradley Hicks – President of Dedicated Contract Services and Executive Vice President
(5) For each year listed, this column is calculated as follows:
Total Compensation as reported SCT
2020
2021
2022
2023
2024
$ 3,552,426
$
3,337,948
$
4,745,765
$ 3,293,057 $
2,895,170
(Subtract)
Pension values reported in SCT for
covered fiscal year
-
-
-
-
-
(Subtract)
Fair value of stock awards granted during
covered fiscal year
(1,851,489)
(1,958,038)
(3,320,605)
(2,628,575)
(2,269,822)
Add
Pension value attributable to covered
fiscal year’s service and any change
in pension value attributable to plan
amendments made in the covered year
-
-
-
-
-
Add
Fair value of stock awards granted in
covered fiscal year and that are unvested
at end of such covered fiscal year –
valued at year-end
1,693,017
2,717,115
3,056,370
2,840,626
2,033,137
Add
Fair value of stock awards granted in
covered fiscal year that vested during
such covered fiscal year – valued on date
of vesting
5,931
-
-
-
-
Add
Dividends or other earnings paid on
stock or option awards in the covered
fiscal year prior to the vesting date that
are not otherwise included in the total
compensation for the covered fiscal year
-
-
-
-
-
Add/
(Subtract)
Change in fair value from end of prior
fiscal year to end of covered fiscal year
for awards made in prior fiscal years that
were unvested at end of current fiscal
year
354,143
2,185,409
(904,527)
985,448
(1,553,246)
Add/
(Subtract)
Change in fair value from end of prior
fiscal year to vesting date for awards
made in prior fiscal years that vested
during covered fiscal year
(156,892)
207,103
(266,834)
466,429
83,360
(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
$
1,188,599
The fair value of performance-based restricted share units used for reporting compensation actually paid assumes estimated results as of December 31 of the
applicable year for each pre-established performance goal (i.e., operating income, ROIC, and EBITDA) in accordance with FASB ASC 718. Performance-based
restricted share units will ultimately vest based on actual measured performance through the applicable vesting periods.
(6) This column lists a cumulative 5-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, 2024. The stock price performance included in the column is not necessarily
indicative of future stock price performance.
(7) This column lists a cumulative 5-year total return of shareholders calculated using the same method for column (f) for the peer group listed under the section titled
“Benchmarking Against a Peer Group” on page 55 of this Proxy Statement, with the removal of Stericycle, Inc. as it was acquired by Waste Management, inc. in
November 2024.
(8) This column lists our reported net income for the year indicated.
(9) 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.
Executive Compensation
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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 through 2024.
Compensation Actually Paid vs. Cumulative TSR
Compensation Actually Paid vs. Operating Income
Compensation Actually Paid vs. Net 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)
Executive Compensation
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The 2024 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. Patrick Ottensmeyer was appointed by the Board and joined the Compensation Committee
on January 12, 2024, and participated until his death in July 2024. Mr. Ottensmeyer had never been an officer or
employee of the Company. The Compensation Committee met five times in 2024 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.
2024 Executive Compensation Committee
Thad Hill, Chairperson
Sharilyn S. Gasaway
James L. Robo
Compensation Committee Report
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J.B. Hunt Transport Services, Inc.
Advisory Vote On Executive Compensation
Proposal Number Two
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 for 2024 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 2024 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 ROIC goals.
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J.B. Hunt Transport Services, Inc.
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 2024 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
2025 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 2024, as outlined in the above
resolution.
The Board of Directors unanimously recommends
a vote FOR Proposal Number Two
Proposal 2
Advisory Vote on Executive Compensation
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J.B. Hunt Transport Services, Inc.
The Audit Committee
The 2024 Audit Committee was composed of Sharilyn S. Gasaway, Chairperson, Francesca M. Edwardson,
and Persio Lisboa. 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 “Environmental, Social and Governance Reporting”
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 2024, 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 2024 calendar year and met and held discussions with management, the Company’s internal auditors and
PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, to discuss those
financial statements and the audit related thereto. Management has represented to the Audit Committee that the
Company’s consolidated financial statements were prepared in accordance with generally accepted accounting
principles.
The Audit Committee discussed with the independent auditors matters required to be discussed by Auditing
Standard 1301 of the Public Company Accounting Oversight Board, as may be modified, supplemented, or amended,
which includes, among other items, matters related to the conduct of the audit of the Company’s consolidated
financial statements. The independent auditors also provided the Audit Committee with written disclosures
and the letter required by Rule 3526 of the Public Company Accounting Oversight Board, as may be modified,
supplemented, or amended, which relates to the auditors’ independence from the Company and its related entities,
and the Audit Committee discussed with the independent auditors their independence.
Based on the Audit Committee’s discussions with management, the internal auditors, and the independent auditors
as described above, and upon its review of the representation of management and the independent 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, 2024, as filed with the SEC.
Report of the Audit Committee
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J.B. Hunt Transport Services, Inc.
J.B. Hunt Transport Services, Inc.
2024 Audit Committee Members
Sharilyn S. Gasaway, Chairperson
Francesca M. Edwardson
Persio Lisboa
Report of the Audit Committee
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J.B. Hunt Transport Services, Inc.
Ratification Of Independent
Registered Public Accounting Firm
Proposal Number Three
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 2025 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 2025 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 2025 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 2025 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
2025 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 2024 and 2023 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.
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J.B. Hunt Transport Services, Inc.
The following table shows the fees billed for audit and other services provided to the Company by PwC for 2024
and 2023 calendar years, respectively:
The Audit Committee considers whether non-audit services provided by PwC are compatible with maintaining
PwC’s independence to determine that the nature and substance of the limited non-audit services do 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 2024 and 2023.
Policy on Audit Committee Preapproval of Audit and Permissible Non-Audit
Services of Independent Auditor
The Audit Committee has the responsibility of appointing, setting compensation for, and overseeing the work of
the independent auditor and has established a policy to preapprove all audit and permissible non-audit services
provided by the independent auditor.
Prior to the engagement of the independent auditor for next year’s audit, management will submit to the Audit
Committee for approval an aggregate of services expected to be rendered during that year for each of four
categories of services:
•
Audit services include audit work performed related to the financial statements, as well as work that generally
only the independent auditor can reasonably be expected to provide, including comfort letters, statutory audits,
attestation services, and consultation regarding financial accounting and/or reporting standards.
•
Audit-related services are for assurance and related services that are traditionally performed by the
independent auditor, including due diligence related to mergers and acquisitions, employee benefit plan audits,
and special procedures required to meet certain regulatory requirements.
•
Tax services include all services performed by the independent auditor’s tax personnel except those services
specifically related to the audit of the financial statements, including fees in the areas of tax compliance, tax
planning, and tax advice.
•
Other services are those not captured in the other categories. The Company generally does not request such
services from the independent auditor.
Prior to the engagement, the Audit Committee preapproves these services by category of service. The fees are
budgeted, and the Audit Committee requires the independent auditor and management to report actual fees
versus the budget periodically throughout the year by category of service. During the year, circumstances may
arise that make it necessary to engage the independent auditor for additional services not contemplated in the
original preapproval. In those instances, the Audit Committee requires specific preapproval before engaging the
independent auditor.
(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.
2024 ($)
2023 ($)
Audit fees (1)
1,728,000
1,446,000
Audit-related fees (2)
45,000
45,000
Tax fees
—
—
All other fees
—
—
Proposal 3
Ratification of Independent Registered Public Accounting Firm
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J.B. Hunt Transport Services, Inc.
Proposal 3
Ratification of Independent Registered Public Accounting Firm
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.
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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
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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:
Thursday, April 24, 2025
Time:
10 a.m. Central Daylight Time
Location:
J.B. Hunt Transport Services, Inc.
Corporate Offices
Million Mile Auditorium
615 J.B. Hunt Corporate Drive
Lowell, Arkansas 72745
What Matters Will Be Voted Upon At The Annual Meeting?
At the Annual Meeting, you will be asked to:
•
Consider and vote upon a proposal to elect nominees Brett Biggs, Francesca M. Edwardson, Sharilyn S. Gasaway, Thad Hill,
Bryan Hunt, Persio Lisboa, 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 2026.
•
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 2025 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 18, 2025, 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 100,008,209 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.
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J.B. Hunt Transport Services, Inc.
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.
As of the record date, directors and executive officers of the Company beneficially owned an aggregate 2,308,422 shares of
common stock representing 2.3% of our common stock issued and outstanding and, therefore, 2.3% of the voting power entitled
Questions and Answers about the Proxy
Materials and the Annual Meeting
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J.B. Hunt Transport Services, Inc.
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 2025
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 23, 2025 (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 2025 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.
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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. John N. Roberts, III and Shelley Simpson 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 2025
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 2024, the Company retained Broadridge, an independent proxy solicitation firm, to assist in soliciting proxies from
shareholders. The Company paid Broadridge a fee of approximately $149,000 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
Questions and Answers about the Proxy
Materials and the Annual Meeting
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Proxy Statement
J.B. Hunt Transport Services, Inc.
reject any proposal or otherwise express an opinion concerning a proposal. Proxy solicitation fees in 2025 are expected to be
comparable to those paid in 2024.
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, John
N. Roberts, III and Shelley Simpson, 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 2026 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 2026
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 12, 2025, 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 2026 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 13, 2025, and
not later than the close of business on November 12, 2025.
•
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.
Questions and Answers about the Proxy
Materials and the Annual Meeting
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Proxy Statement
J.B. Hunt Transport Services, Inc.
Accordingly, in connection with our 2026 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 25, 2025, and not later than the close of business on January 24, 2026. 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, 2026. 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 24, 2025.
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.
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 2025
calendar year
Questions and Answers about the Proxy
Materials and the Annual Meeting
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Proxy Statement
J.B. Hunt Transport Services, Inc.
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.
Questions and Answers about the Proxy
Materials and the Annual Meeting
2024 Annual Report
J.B. HUNT TRANSPORT SERVICES, INC.
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J.B. Hunt Transport Services, Inc.
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, 2024
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
71-0335111
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
615 J.B. Hunt Corporate Drive
72745-0130
Lowell, Arkansas
(ZIP Code)
(Address of principal executive offices)
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
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
No
X
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days.
Yes
X
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes
X
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
X
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report. [X]
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. [X]
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
No
X
The aggregate market value of 81,444,471 shares of the registrant’s $0.01 par value common stock held by non-affiliates as of June 30, 2024, was $13.0 billion
(based upon $160.00 per share)
As of February 18, 2025, the number of outstanding shares of the registrant’s common stock was 100,008,209.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Notice and Proxy Statement for the Annual Meeting of Shareholders, to be held April 24, 2025, are incorporated by reference in Part III of
this Form 10-K.
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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; 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; changes in border or trade policies, including tariffs; 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; potential business or operational disruptions resulting from the effects
of a national or international health pandemic; operational disruption or adverse effects of business acquisitions;
increased costs for and availability of new revenue equipment; disruptions in the procurement of domestic or 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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J.B. Hunt Transport Services, Inc.
PART I
ITEM 1. BUSINESS
OVERVIEW
We are one of the largest surface transportation, delivery, and logistics companies in North America. J.B. Hunt
Transport Services, Inc. is a publicly held holding company that, 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 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.
PART I
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J.B. Hunt Transport Services, Inc.
OUR VISION, MISSION AND STRATEGY
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 a proud thirteen-time recipient of the EPA’s SmartWay® Excellence Award (awarded
consecutively through 2021 before the award program was paused in 2022 and 2023). In 2024 we were listed in
Smartway’s High Performer List which highlights companies who have achieved significant shipping and freight
efficiencies that merit special attention.
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 122,272 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 103,850 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 6,153 company-owned tractors and contracts 349
independent contractor trucks. At December 31, 2024, the total JBI employee count was 9,253, including 8,117
company drivers and 4 delivery and material assistants. Revenue for the JBI segment in 2024 was $5.96 billion.
Our Vision
To create the most efficient
transportation network in
North America.
Our Mission
Driving long-term value for
our people, customers and
shareholders.
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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 the amount of invested capital and the duration of
the contract.
At December 31, 2024, this segment operated 12,048 company-owned trucks, 598 customer-owned trucks, and one
independent contractor truck. DCS also operates 27,149 owned pieces of trailing equipment and 4,897 customer-
owned trailers. The DCS segment employed 15,521 people, including 13,173 drivers and 39 delivery and material
assistants, at December 31, 2024. DCS revenue for 2024 was $3.40 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 360 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, 2024, the ICS segment employed 590 people, with approximately 110,000 available third-party
carriers. ICS revenue for 2024 was $1.14 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, 2024, this segment operated 1,123 company-owned trucks, 206 customer-owned trucks, and 36
independent contractor trucks. FMS also operates 1,137 owned pieces of trailing equipment and 104 customer-
owned trailers. The FMS segment employed 2,587 people, including 1,280 drivers and 338 delivery and material
assistants, at December 31, 2024. FMS revenue for 2024 was $910 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 offers these services through our J.B. Hunt 360box® program which utilizes our J.B. Hunt 360
platform to access capacity and offer efficient drop trailer solutions to our customers. We typically pick up freight
at the dock or specified location of the shipper and transport the load directly to the location of the consignee. We
use independent contractors or third-party carriers who agree to transport freight in our trailers as well as available
company-owned tractors and employee drivers.
At December 31, 2024, the JBT segment operated 12,895 company-owned trailers, two company-owned tractors,
and employed 266 people, three of whom were drivers. At December 31, 2024, we had 1,917 independent
contractors operating in the JBT segment. JBT revenue for 2024 was $702 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
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cosmetics, automotive parts, agricultural products, electronics, and chemicals. Our customer base includes a large
number of Fortune 500 companies. We provide many transportation services that meet the supply chain logistics
needs of shippers.
We generally market all of our service offerings through a nationwide sales and marketing network. We use specific
sales forces in DCS and FMS due to the length, complexity, and specialization of the sales cycle. In addition to our
sales teams, J.B. Hunt 360 offers instant access to a wide array of technology-driven solutions for customers and
carriers. Through the platform, businesses of all sizes can quote and book shipments, view analytics, and gain
visibility into freight movement. In accordance with our typical arrangements, we bill the customer for all services,
and we, in turn, pay all third parties for their portion of transportation services provided.
Human Capital Resources
General
Despite operating over 189,000 pieces of transportation equipment, our single greatest asset and one of the
factors differentiating us from our competitors is our service-oriented people. We strive to provide a supportive and
safe work environment for employees, where diverse and innovative ideas can be fostered to solve problems and
provide value-added services for our customers. We put forth our best effort to support initiatives that benefit our
people and reflect our company values of integrity, respect, innovation, safety, and excellence.
As of December 31, 2024, we had 33,646 employees, which consisted of 22,573 company drivers, 9,266 office
personnel, 1,426 maintenance technicians, and 381 delivery and material assistants. We also had arrangements
with 2,303 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, our executive leadership focuses on various human capital measures and
objectives designed to address the attraction, development, and retention of personnel across the dimensions of
culture, career, and wellness. These include but are not limited to competitive compensation and benefits, paid time
off, employee retirement plans, bonus and other incentive compensation plans, modern equipment and support,
employee listening programs connecting feedback with business action, leadership development, recognition, and
tuition assistance.
Culture and Belonging
We work to foster a culture where all employees feel welcomed, valued, respected, safe, and heard, and where the
actions of our people reflect our company values.
We measure ourselves through listening to our employees in surveys, focus groups, and town hall meetings with
leadership. We use data and ideas from those activities to drive action in support of our leaders and teams. We also
facilitate ideation from all employees through our process improvement platform, ELEVATION, where anyone can
submit an idea to make the company better.
In addition, our Employee Resource Groups (ERGs), Inclusion Office, and Inclusion Council work together to further
a culture of inclusivity. The Company’s seven ERGs are open to all of our employees and offer opportunities for
professional development and networking.
Career and Opportunity
Providing career opportunities for our people is an ongoing commitment. Thousands of employees have had the
chance to move jobs or be promoted into new roles, and thousands more have participated in leadership training
over their careers, including training opportunities for field and office positions. In addition to offering tuition
assistance for degree programs or certifications to our employees, family members of employees are also eligible
to apply for the J.B. Hunt Scholarship Program for Families, offering the opportunity to receive $2,500 each school
year, and up to $10,000 over four years.
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Wellness and Safety
The health and well-being of our workforce has always been a priority as safety is ingrained into our corporate
culture and is a company value. We strive to conduct all of our operations as safely as possible. Many of our
employees participate in regular job-specific safety training programs. In addition, our Million Mile Safe Driving
and Recognition Awards Program has for more than 25 years recognized and rewarded our drivers who dedicate
themselves to accident-free driving. Since its inception in 1996, the program has awarded more than $40 million in
safe driving bonuses, and in 2024, J.B. Hunt surpassed 5,000 drivers who have achieved one million safe miles.
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. From new and expanded
benefit programs to case management support to shortened eligibility waiting periods and more, we are continually
assessing our offerings in a competitive and ever-changing healthcare landscape. Paid leave is another key
component of this focus, and we offer benefit plans that comply with all applicable laws. Financial wellness is also
included in our focus, and we provide seed funding for healthcare savings accounts and opportunities to participate
in 401(k) retirement plans.
We are a company that prioritizes a supportive and safe work environment. We believe this is essential for our
people to grow and thrive, and for innovative ideas to be fostered and problems to be solved. Throughout this
approach, we fulfill our mission to provide long-term value for our people, customers, and shareholders.
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, 2024, our company-owned tractor and truck fleet consisted of 19,326 units. In addition, we
had 2,303 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, 2024, the average age of our combined
tractor fleet was 2.4 years, while our containers averaged 9.6 years of age and our trailers averaged 6.5 years. We
perform routine servicing and preventive maintenance on our equipment at our regional terminal facilities.
Competition and the Industry
The freight transportation markets in which we operate are frequently referred to as highly fragmented and
competitive. Our JBI segment competes with other intermodal marketing companies; other full-load carriers that
utilize railroads for a portion of the transportation service; and, to a certain extent, some railroads directly. The
diversified nature of the services provided by our DCS and FMS segments attracts competition from customers’
private fleets, other private fleet outsourcing companies, equipment leasing companies, local and regional delivery
service providers, and some truckload carriers. Our ICS segment utilizes the fragmented nature of the truck industry
and competes with other non-asset-based logistics companies and freight brokers, as well as full-load carriers. The
full-load freight competition of our JBT segment includes thousands of carriers, many of which are very small. While
we compete with a number of smaller carriers on a regional basis, only a limited number of companies represent
competition in all markets across the country.
We compete with other transportation service companies primarily in terms of price, on-time pickup and delivery
service, availability and type of equipment capacity, and availability of carriers for logistics services.
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Regulation
Our operations as a for-hire motor carrier are subject to regulation by the U.S. Department of Transportation (DOT)
and the Federal Motor Carrier Safety Administration (FMCSA), and certain business is also subject to state rules
and regulations. The DOT periodically conducts reviews and audits to ensure our compliance with federal safety
requirements, and we report certain accident and other information to the DOT. Our operations into and out of
Canada and Mexico are subject to regulation by those countries as well as U.S. Customs and Boarder Protection
with respect to cross-border trade and security compliance. 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.
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, government
policies, 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. Rapid
changes in government or political policies, including border or trade policies and tariffs, can also impact our
customers operations and reduce their need for freight shipping, or may have an impact on the cost or availability
of our equipment. 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.
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.
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Our operations are subject to various environmental laws and regulations, including legislative and regulatory
responses to climate change. Compliance with environmental requirements could result in significant
expenditures and the violation of these regulations could result in substantial fines or penalties.
We are subject to various environmental laws and regulations dealing with the handling of hazardous materials,
underground fuel storage tanks, and discharge and retention of storm water. We operate in industrial areas, where
truck terminals and other industrial activities are located and where groundwater or other forms of environmental
contamination have occurred. Our operations involve the risks of fuel spillage or seepage, environmental damage,
and hazardous waste disposal, among others. We also maintain bulk fuel storage and fuel islands at several of our
facilities. If a spill or other accident involving hazardous substances occurs, or if we are found to be in violation of
applicable laws or regulations, it could have a material adverse effect on our business and operating results. If we
should fail to comply with applicable environmental regulations, we could be subject to substantial fines or penalties
and to civil and criminal liability.
We are also subject to existing and potential future laws and regulations with regards to public policy on climate
change. If current regulatory requirements become more stringent or new environmental laws and regulations
regarding climate change are introduced, we could be required to make significant expenditures or abandon certain
activities, which could have a material adverse effect on our business and operating results.
We depend on third parties in the operation of our business, particularly rail service providers, transportation
equipment manufacturers, third party carriers and independent contractors.
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,
2024, we had no derivative financial instruments to reduce our exposure to fuel-price fluctuations.
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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 of claims for
which we are self-insured increases or the severity of such claims continues to increase, our operating results could
be further adversely affected. We have policies in place for 2025 with substantially the same terms as our 2024
policies for personal injury, property damage, workers’ compensation, and cargo loss or damage. We purchase
insurance coverage for the amounts above which we are self-insured. If these expenses increase and we are unable
to offset the increase with higher freight rates, our earnings could be materially and adversely affected.
We operate in a regulated industry, and increased direct and indirect costs of compliance with, or liability for
violation of, existing or future regulations could have a material adverse effect on our business.
The DOT, FMCSA, and various state agencies exercise broad powers over our business, generally governing
matters including authorization to engage in motor carrier service, equipment operation, safety, and financial
reporting. We are audited periodically by the DOT to ensure that we are in compliance with various safety, hours-
of-service, and other rules and regulations. If we were found to be out of compliance, the DOT could restrict or
otherwise impact our operations. Our failure to comply with any applicable laws, rules or regulations to which we
are subject, whether actual or alleged, could expose us to fines, penalties or potential litigation liabilities, including
costs, settlements and judgments. Further, these agencies could institute new laws, rules or regulations or issue
interpretation changes to existing regulations at any time. Compliance with new laws, rules or regulations could
substantially impair labor and equipment productivity, increase our costs or impact our ability to offer certain
services.
Difficulty in attracting and retaining drivers and delivery personnel could affect our profitability and ability to
grow.
If we are unable to attract and retain the necessary quality and number of employees, we could be required
to significantly increase our employee compensation package, let revenue equipment sit idle, dispose of the
equipment altogether, or rely more on higher-cost third-party carriers, which could adversely affect our growth and
profitability. In addition, our growth could be limited by an inability to attract third-party carriers upon whom we rely
to provide transportation services.
We operate in a competitive and highly fragmented industry. Numerous factors could impair our ability to
maintain our current profitability and to compete with other carriers and private fleets.
We compete with many other transportation service providers of varying sizes and, to a lesser extent, with LTL
carriers and railroads, some of which have more equipment and greater capital resources than we do. Additionally,
some of our competitors periodically reduce their freight rates to gain business, especially during times of reduced
growth rates in the economy, which may limit our ability to maintain or increase freight rates or to maintain our profit
margins.
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.
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
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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.
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, 2024, our top 10 customers, based on revenue, accounted for
approximately 35% of our revenue. One customer accounted for approximately 11% of our total revenue for the year
ended December 31, 2024. 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 took effect on March 11, 2024, and the laws of several
states, including California, apply stricter tests for determining whether an independent contractor should be
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 one or more significant litigation claims could have a material adverse effect on
our financial results.
We rely significantly on our information technology systems, a disruption, failure or security breach of which
or an inability to keep pace with technological advances could have a material adverse effect on our business.
We rely on information technology throughout all areas of our business to initiate, track, and complete customer
orders; process financial and nonfinancial data; compile results of operations for internal and external reporting;
and achieve operating efficiencies and growth. We have also invested significantly in the development of our
Marketplace for J.B. Hunt 360 online freight matching platform. 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
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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.
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
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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.
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 separate annual in-person meeting with the Company’s Chief Information
Officer (CIO) and subsequently provides an update to the Board. The Company’s CIO also attends a second annual
meeting directly with the full Board of Directors. Beginning in 2025, in addition to these annual meetings, the CIO
or the Sr. Vice President of Engineering & Technology is scheduled to meet with the Audit Committee such that the
Board and the Committee receive updates on at least a quarterly basis. 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 may be convened.
Management
The Company’s CIO, Senior Vice President of Engineering and Technology responsible for technical services,
and Vice President of Engineering and Technology responsible for IT risk management oversee all material risks
associated with cybersecurity threats. Our CIO has over 30 years of experience leading data and technology
initiatives and has held executive and senior leadership roles across Fortune 500 companies. Our Senior Vice
President of Engineering and Technology has more than 34 years of IT experience and has led initiatives in
IT application development, IT operations, cloud computing, cybersecurity, business continuity, governance,
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compliance, and enterprise risk management across various industries. Our Vice President of Engineering and
Technology, has more than 30 years of expertise with the Company in cybersecurity, engineering, governance, risk,
and compliance, having successfully led numerous projects for the Company. Their backgrounds provide them with
a comprehensive understanding of cybersecurity challenges and solutions.
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.
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 54 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 111 leased or owned facilities in our FMS cross-dock and other delivery system
networks and multiple leased or owned remote sales offices or branches in our ICS segment. We also own or lease
multiple small facilities, offices, and parking yards throughout the country that support our customers’ business
needs.
A summary of our principal facilities in locations throughout the U.S. follows:
Type
Acreage
Maintenance Shop/
Cross-dock Facility
(square feet)
Office Space
(square feet)
Maintenance and support facilities
577
949,000
205,000
Cross-dock and delivery system facilities
98
3,810,000
138,000
Corporate headquarters campus, Lowell, Arkansas
140
-
707,000
Branch sales offices
-
-
164,000
Other facilities, offices, and parking yards
825
864,000
298,000
ITEM 3. LEGAL PROCEEDINGS
See Note 9, Commitments and Contingencies in our Consolidated Financial Statements for disclosures related to
legal proceedings.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
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J.B. Hunt Transport Services, Inc.
PART II
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, 2024, we were authorized to issue up to 1 billion shares of our common stock, and 167.1 million
shares were issued. We had 100.6 million and 103.2 million shares outstanding as of December 31, 2024 and 2023
respectively. On February 18, 2025, we had 893 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 23, 2025, we announced an increase in our quarterly cash dividend from $0.43 to $0.44
per share, which was paid February 21, 2025, to shareholders of record on February 7, 2025. 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,
2024:
Period
Total
Number of
Common
Shares
Purchased
Average
Price
Paid Per
Common
Share
Purchased
Total Number of
Shares Purchased
as Part of a Publicly
Announced Plan(1)
Maximum Dollar Amount
of Shares That May Yet Be
Purchased Under the Plan
(in millions)(1)
October 1 through October 31, 2024
37,247
$ 166.21
37,247
$ 961
November 1 through November 30, 2024
52,815
181.11
52,815
951
December 1 through December 31, 2024
398,656
175.30
398,656
882
Total
488,718
$ 175.24
488,718
$ 882
(1) On August 16, 2024, our Board of Directors authorized the purchase of up to $1 billion 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 13 companies: C.H. Robinson Worldwide, Inc., CSX Corp, Expeditors International Of Washington,
Inc., Hub Group, Inc., Knight-Swift Transportation Holdings, Inc., Norfolk Southern Corp, Old Dominion Freight Line,
Inc., Republic Services, Inc., Ryder System, Inc., Schneider National, Inc., Union Pacific Corp, Waste Management,
Inc., and XPO, Inc. We have removed Stericycle, Inc., from our peer group as it was acquired by Waste Management,
Inc., in November 2024. 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, 2019 and tracks it through
December 31, 2024. The stock price performance included in this graph is not necessarily indicative of future stock
price performance.
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J.B. Hunt Transport Services, Inc.
$0
$50
$100
$150
$200
$250
12/19
12/20
12/21
12/22
12/23
12/24
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
J.B. Hunt Transport Services, Inc.
S&P 500
NASDAQ Transportation
Peer Group
Years Ended December 31,
2019
2020
2021
2022
2023
2024
J.B. Hunt Transport Services, Inc.
$
100.00
$
118.10
$
177.90
$
153.12
$
177.00
$
152.66
S&P 500
100.00
118.40
152.39
124.79
157.59
197.02
Nasdaq Transportation
100.00
106.29
120.41
97.55
130.87
133.76
Peer Group
100.00
119.84
159.21
136.89
163.47
167.78
ITEM 6. [RESERVED]
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:
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
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J.B. Hunt Transport Services, Inc.
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 2023 and 2024, 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 2025 with
substantially the same terms as our 2024 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, 2024, we had current accruals of approximately $232 million and long-term accruals of approximately $369
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, 2024, we have recorded
current assets of $237 million and long-term assets of $192 million of expected reimbursement for covered excess
claims, other insurance deposits, and prepaid insurance premiums.
Revenue Equipment
We operate a significant number of tractors, trucks, containers, chassis, and trailers in connection with our
business. This equipment may be purchased or acquired under lease agreements. In addition, we may rent revenue
equipment from various third parties under short-term rental arrangements. Purchased revenue equipment is
depreciated on the straight-line method over the estimated useful life to an estimated salvage or trade-in value. 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 these assets at December 31, 2024.
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.
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J.B. Hunt Transport Services, Inc.
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.
RESULTS OF OPERATIONS
The following table sets forth items in our Consolidated Statements of Earnings as a percentage of operating
revenues and the percentage increase or decrease of those items compared with the prior year.
Percentage of
Operating Revenues
Percentage Change
Between Years
2024
2023
Operating revenues
100.0%
100.0%
(5.8)%
Operating expenses:
Rents and purchased transportation
44.5
45.8
(8.4)
Salaries, wages and employee benefits
26.7
25.4
(0.8)
Depreciation and amortization
6.3
5.8
3.1
Fuel and fuel taxes
5.4
5.9
(13.2)
Operating supplies and expenses
4.1
4.0
(2.7)
Insurance and claims
2.6
2.5
(0.6)
General and administrative expenses, net of
asset dispositions
2.5
2.0
11.6
Operating taxes and licenses
0.6
0.6
(3.3)
Communication and utilities
0.4
0.3
3.9
Total operating expenses
93.1
92.3
(4.9)
Operating income
6.9
7.7
(16.3)
Net interest expense
0.6
0.4
23.0
Earnings before income taxes
6.3
7.3
(18.8)
Income taxes
1.6
1.6
(8.7)
Net earnings
4.7%
5.7%
(21.6)%
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J.B. Hunt Transport Services, Inc.
2024 Compared With 2023
Consolidated Operating Revenues
Our total consolidated operating revenues decreased 5.8% to $12.09 billion in 2024, compared to $12.83 billion in
2023. This decrease was primarily due to lower volume within DCS, ICS and JBT, decreased revenue per load within
JBI and JBT, and decreased revenue and stop counts in FMS. Fuel surcharge revenues decreased 17.4% to $1.53
billion in 2024, compared to $1.85 billion in 2023. Revenues, excluding fuel surcharge revenues, decreased 3.8%
from 2023.
Consolidated Operating Expenses
Our 2024 consolidated operating expenses decreased 4.9% from 2023, while year-over-year revenue decreased
5.8%, resulting in a 2024 operating ratio of 93.1% compared to 92.3% in 2023.
Rents and purchased transportation costs decreased 8.4% in 2024, primarily due to a decrease in rail and truck
carrier purchased transportation rates within JBI, ICS and JBT segments and decreased ICS and JBT load volume,
which decreased services provided by third-party rail and truck carriers during the current year. Salaries, wages and
employee benefit costs decreased 0.8% in 2024 from 2023. This decrease was primarily related to a decrease in
employee headcounts, partially offset by an increase in group medical benefit expenses and wage increases.
Depreciation and amortization expense increased 3.1% in 2024, primarily due to the addition of tractors and trailing
equipment within JBI and additional depreciation and amortization expense resulting from the recent business
acquisition of BNSF Logistics, LLC (BNSFL), partially offset by the impact of the change in expected useful lives of
our container fleet and equipment reductions within DCS.
Fuel and fuel taxes expense decreased 13.2% in 2024 compared with 2023, due primarily to a decrease in the price
of fuel during 2024 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
local fuel prices. While these programs may address fuel cost changes as frequently as weekly, most also reflect
a specified miles-per-gallon factor and require a certain minimum change in fuel costs to trigger a change in fuel
surcharge revenue. As a result, some of these programs have a time lag between when fuel costs change and when
this change is reflected in revenues. Due to these programs, this lag negatively impacts operating income in times
of rapidly increasing fuel costs and positively impacts operating income when fuel costs decrease rapidly. It is not
meaningful to compare the amount of fuel surcharge revenue or the change in fuel surcharge revenue between
reporting periods to fuel and fuel taxes expense, or the change of fuel expense between periods, as a significant
portion of fuel cost is included in our payments to railroads, dray carriers and other third parties. These payments
are classified as purchased transportation expense.
Operating supplies and expenses decreased 2.7% in 2024 compared with 2023, driven primarily by lower
equipment maintenance costs, decreased towing expenses, lower tolls expense, and decreased other operating
supply costs compared to 2023. Insurance and claims expense decreased 0.6% in 2024, 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 11.6% from 2023, primarily due to an increase in building and yard rental
expense, higher agent services expense, increased technology costs, and higher bad debt expense, partially offset
by lower advertising costs and lower net losses from sale or disposal of assets. Net loss from sale or disposal of
assets was $14.6 million in 2024, compared to a net loss from sale or disposal of assets of $27.8 million in 2023.
Net interest expense for 2024 increased by 23.0% compared with 2023, due primarily to an increase in effective
interest rates on our debt and an increase in our average debt balance. Income tax expense decreased 8.7% in
2024, due primarily to decreased taxable earnings in 2024, partially offset by a higher effective income tax rate. Our
effective income tax rate was 24.8% in 2024 and 22.1% in 2023. The increase in rate was primarily due to discrete
tax items recorded in 2023 that were not incurred in 2024.
Segments
We operated five business segments during 2024. 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:
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J.B. Hunt Transport Services, Inc.
Operating Revenue by Segment
Years Ended December 31, (in millions)
2024
2023
JBI
$ 5,956
$ 6,208
DCS
3,396
3,543
ICS
1,141
1,390
FMS
910
918
JBT
702
789
Total segment
revenues
12,105
12,848
Intersegment
eliminations
(18)
(18)
Total
$ 12,087
$ 12,830
Operating Income by Segment
Years Ended December 31, (in millions)
2024
2023
JBI
$ 430
$ 569
DCS
376
405
ICS
(56)
(44)
FMS
60
47
JBT
21
16
Total
$ 831
$ 993
OPERATING DATA BY SEGMENT
Years Ended December 31,
2024
2023
JBI
Loads
2,090,732
2,044,980
Average length of haul (miles)
1,692
1,673
Revenue per load
$ 2,849
$ 3,035
Average tractors during the period(1)
6,368
6,488
Tractors (end of period)
6,502
6,380
Trailing equipment (end of period)
122,272
118,171
Average effective trailing equipment usage
104,103
99,374
DCS
Loads
3,985,221
4,274,677
Average length of haul (miles)
181
175
Revenue per truck per week(2)
$ 5,075
$ 5,184
Average trucks during the period(3)
12,988
13,290
Trucks (end of period)
12,647
13,252
Trailing equipment (end of period)
32,046
32,600
Average effective trailing equipment
32,639
32,408
ICS
Loads
609,854
764,839
Revenue per load
$ 1,872
$ 1,818
Gross profit margin
16.1 %
13.4 %
Employee count (end of period)
590
861
Approximate number of third-party carriers (end of period)
110,000
122,100
Marketplace for J.B. Hunt 360 revenue (millions)
$395.8
$765.6
FMS
Stops
4,316,578
4,596,715
Average trucks during the period(3)
1,373
1,540
JBT
Loads
389,832
410,091
Revenue per load
$ 1,800
$ 1,925
Average length of haul
629
652
Tractors (end of period)
Company-owned
2
27
Independent contractor
1,917
1,931
Total tractors
1,919
1,958
Trailers (end of period)
12,895
13,561
Average effective trailing equipment usage
12,552
13,000
(1) Includes company-owned and independent contractor tractors
(2) Using weighted workdays
(3) Includes company-owned, independent contractor, and customer-owned trucks
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2024 Annual Report
J.B. Hunt Transport Services, Inc.
JBI Segment
JBI segment revenue decreased 4% to $5.96 billion in 2024, from $6.21 billion in 2023. This decrease in revenue
was primarily a result of a 6% decrease in revenue per load, which is the combination of changes in freight mix,
customer rate changes, and fuel surcharge revenue, partially offset by a 2% increase in load volume. Eastern
network load volumes decreased 1% and transcontinental loads increased 5% compared to 2023. Revenue per load
excluding fuel surcharges decreased 4% compared to 2023.
Operating income of the JBI segment decreased to $430 million in 2024, from $569 million in 2023. The decrease
is primarily due to decreased revenue, increased maintenance and equipment-related costs, increased insurance
premiums expense, and higher driver wages and benefits, partially offset by lower rail and third-party dray
purchased transportation expense. In addition, JBI incurred $16 million in expense for the segment’s portion of an
additional casualty claims reserve in 2023.
DCS Segment
DCS segment revenue decreased 4% to $3.40 billion in 2024, from $3.54 billion in 2023. Productivity, defined as
revenue per truck per week, decreased 2% compared to 2023. Productivity, excluding fuel surcharge revenue,
remained flat, primarily due to decreased asset utilization and increased idle equipment, offset by contractual index-
based rate increases. Customer retention rates were approximately 90%.
Operating income of our DCS segment decreased to $376 million in 2024, from $405 million in 2023. The decrease
is primarily due to decreased revenue, higher insurance premiums expense, and higher new account start-up costs,
partially offset by decreased equipment-related costs, lower personnel costs, decreased loss on equipment sales,
and the maturing of new business onboarded over the past year. In addition, DCS incurred $20 million in expense
for the segment’s portion of an additional casualty claims reserve in 2023.
ICS Segment
ICS segment revenue decreased 18% to $1.14 billion in 2024, from $1.39 billion in 2023. Overall volumes decreased
20%, while revenue per load increased 3%, primarily due to higher contractual and spot rates and changes in
customer freight mix when compared to 2023. The decrease in revenue was partially offset by additional revenue
from the acquisition of the brokerage assets of BNSFL in the third quarter 2023. Contractual business was 61% of
the total load volume and 61% of the total revenue in 2024, compared to 64% of the total load volume and 63% of
the total revenue in 2023.
Our ICS segment had an operating loss of $56 million in 2024 compared to an operating loss of $44 million in 2023,
primarily due to decreased revenue and integration costs related to the BNSFL acquisition, which included the
impairment or accelerated amortization of certain acquired intangible, information system, and lease assets totaling
$26 million. These items were partially offset by lower personnel expenses and reduced equipment rental expense
during 2024. Gross profit margin increased to 16.1% in the current year versus 13.4% in 2023. Approximately $396
million of ICS revenue for 2024 was executed through the Marketplace for J.B. Hunt 360 compared to $766 million
in 2023. ICS’s carrier base decreased 10% when compared to 2023, primarily due to changes in carrier qualification
requirements. In addition, ICS incurred $10 million in expense for the segment’s portion of an additional casualty
claims reserve in 2023.
FMS Segment
FMS segment revenue decreased 1% to $910 million in 2024 from $918 million in 2023, primarily due to general
weakness in customer demand and loss of business due to 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 $60 million in 2024, from $47 million in 2023. The increase in
operating income was primarily due to improvements in revenue quality, lower personnel expenses, a $4.2 million
net benefit from offsetting claim settlements, and overall cost management, partially offset by higher purchased
transportation expense. In addition, FMS incurred $3 million in expense for the segment’s portion of an additional
casualty claims reserve in 2023.
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J.B. Hunt Transport Services, Inc.
JBT Segment
JBT segment revenue decreased 11% to $702 million in 2024, from $789 million in 2023. Excluding fuel surcharges,
revenue for 2024 decreased 9% compared to 2023, primarily due to a 5% decrease in revenue excluding fuel
surcharge revenue per load and a 5% decrease in load volume compared to 2023. Total average effective
trailer count in 2024 was 12,552 compared to 13,000 in 2023. At the end of 2024, JBT operated 1,919 tractors,
predominantly independent contractors, compared to 1,958 at the end of 2023.
Operating income of our JBT segment increased to $21 million in 2024, from $16 million in 2023. The increase in
operating income was driven primarily by lower personnel expenses, lower equipment-related costs and overall
cost management initiatives, partially offset by higher insurance premiums expense. In addition, JBT incurred $4
million in expense for the segment’s portion of an additional casualty claims reserve in 2023.
This management’s discussion and analysis provides comparisons of material changes in the consolidated financial
statements for the years ended December 31, 2024 and 2023. For a comparison of the years ended December 31,
2023 and 2022, refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations
included in our annual report on Form 10-K for the year ended December 31, 2023.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities totaled $1.48 billion in 2024, compared to $1.74 billion in 2023. The
decrease was primarily due to decreased earnings of approximately $157 million and by the timing of general
working capital activities.
Net cash used in investing activities totaled $664 million in 2024, compared with $1.69 billion in 2023. The decrease
resulted primarily from a decrease in equipment purchases, net of proceeds from the sale of equipment.
Net cash used in financing activities was $826 million in 2024, compared with $58 million in 2023. This increase
resulted primarily from an increase in current year treasury stock purchases, retirement of long-term debt, and lower
net borrowings from revolving lines of credit in 2024.
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 $0.42 per share quarterly dividend in 2023 and a $0.43 per share quarterly dividend in 2024.
On January 23, 2025, we announced an increase in our quarterly cash dividend from $0.43 to $0.44 per share,
which was paid February 21, 2025, to shareholders of record on February 7, 2025. 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 credit
facility term loans maturing in 2025, 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, 2024, 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
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J.B. Hunt Transport Services, Inc.
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, 2024,
we had a cash balance of $47 million. Under our senior credit facility, we had a $280.0 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
5.48%.
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 $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. These senior notes were issued by J.B. Hunt Transport Services, Inc., a parent-level holding company with no
significant tangible assets or operations. The notes are guaranteed on a full and unconditional basis by our wholly-
owned operating 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 a shelf registration statement filed in January 2019.
These 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 $250
million of 3.85% senior notes matured in March 2024. The entire outstanding balance was paid in full at maturity.
Our financing arrangements require us to maintain certain covenants and financial ratios. At December 31, 2024, we
were in compliance with all covenants and financial ratios.
We are currently committed to spend approximately $677 million, net of proceeds from sales or trade-ins, during
the years 2025 and 2026, as well as an additional $89 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, 2024.
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 a fixed interest rate of 3.875%. These fixed-rate facilities reduce the impact of
changes to market interest rates on future interest expense. Our senior credit facility and term loan have 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, 2024, the average interest rate under our senior credit facility
and term loan was 5.48%. 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 $7.8 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, 2024. 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.
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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, 2024, 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, 2024 and 2023
Consolidated Statements of Earnings for years ended December 31, 2024, 2023, and 2022
Consolidated Statements of Shareholders’ Equity for years ended December 31, 2024, 2023, and 2022
Consolidated Statements of Cash Flows for years ended December 31, 2024, 2023, and 2022
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, 2024.
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, 2024, 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).
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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, 2024, 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, 2024, 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.
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PART III
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required for Item 10 is hereby incorporated by reference from the Notice and Proxy Statement for the
Annual Meeting of Shareholders to be held April 24, 2025.
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 24, 2025.
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 24, 2025.
Securities Authorized For Issuance Under Equity Compensation Plans
The following table summarizes, as of December 31, 2024, information about compensation plans under
which equity securities of the Company are authorized for issuance.
Plan Category(1)
Number of Securities To
Be Issued Upon Exercise
of Outstanding Options,
Warrants, and Rights
Weighted-average Exercise
Price of Outstanding Options,
Warrants, and Rights
Number of Securities Remaining Available for
Future Issuance Under Equity Compensation
Plans (Excluding Securities Reflected in
Column (A))
(A)
(B)
(C)
Equity compensation
plans approved by
security holders
1,089,528
$ - (2)
3,531,582
(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 24, 2025.
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 24, 2025.
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J.B. Hunt Transport Services, Inc.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(A) Financial Statements, Financial Statement Schedules and Exhibits:
(1) Financial Statements
The financial statements included in Item 8 above are filed as part of this annual report.
(2) Financial Statement Schedules
Schedule II – Valuation and Qualifying Accounts (in millions)
Allowance for Doubtful
Accounts and Other
Receivables for the Years
Ended:
Balance at
Beginning of Year
Charged to
Expense
Write-Offs, Net
of Recoveries
Balance at End
of Year
December 31, 2022
$ 16.8
$ 9.0
$ (3.5)
$ 22.3
December 31, 2023
22.3
9.0
(6.7)
24.6
December 31, 2024
24.6
11.8
(4.0)
32.4
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
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J.B. Hunt Transport Services, Inc.
Exhibit
Number
Description
3.1
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)
3.2
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)
3.3
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)
3.4
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)
3.5
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)
4.1
Description of Capital Stock of J.B. Hunt Transport Services, Inc.
4.2
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)
4.3
Third Supplemental Indenture (incorporated by reference from Exhibit 4.4 of the Company’s current report on Form 8-K, filed
March 6, 2014)
4.4
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)
4.5
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)
10.1
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)
10.2
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)
10.3
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)
19.1
Insider Trading Policy of J.B. Hunt Transport Services, Inc.
21.1
Subsidiaries of J.B. Hunt Transport Services, Inc.
22.1
List of Guarantor Subsidiaries of J.B. Hunt Transport Services, Inc.
23.1
Consent of PricewaterhouseCoopers LLP
24.1
Powers of Attorney of Members of J.B. Hunt Transport Services, Inc. Board of Directors
31.1
Rule 13a-14(a)/15d-14(a) Certification
31.2
Rule 13a-14(a)/15d-14(a) Certification
32.1
Section 1350 Certification
97.1
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).
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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 21st day of February 2025.
J.B. HUNT TRANSPORT SERVICES, INC.
(Registrant)
By: /s/ Shelley Simpson
Shelley Simpson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on the 21st day of February 2025, on behalf of the registrant and in the capacities indicated.
/s/ Shelley Simpson
President and Chief Executive Officer,
Shelley Simpson
(Principal Executive Officer)
/s/ John Kuhlow
Chief Financial Officer,
John Kuhlow
Executive Vice President
(Principal Financial and Accounting Officer)
*
Chairman of the Board of Directors
John N. Roberts, III
*
Member of the Board of Directors
James L. Robo
(Independent Lead Director)
*
Member of the Board of Directors
Francesca M. Edwardson
*
Member of the Board of Directors
Sharilyn S. Gasaway
*
Member of the Board of Directors
John B. Hill, III
*
Member of the Board of Directors
J. Bryan Hunt, Jr.
*
Member of the Board of Directors
Persio Lisboa
*By /s/ Shelley Simpson
Shelley Simpson
As Attorney-in-Fact Pursuant to Powers of Attorney filed herewith
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J.B. Hunt Transport Services, Inc.
Index To Consolidated Financial Information
Page
Management’s Report on Internal Control Over Financial Reporting
129
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 238)
130
Consolidated Balance Sheets as of December 31, 2024 and 2023
132
Consolidated Statements of Earnings for years ended December 31, 2024, 2023, and 2022
133
Consolidated Statements of Shareholders’ Equity for years ended December 31, 2024, 2023, and 2022
134
Consolidated Statements of Cash Flows for years ended December 31, 2024, 2023, and 2022
135
Notes to Consolidated Financial Statements
136
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2024 Annual Report
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, 2024. 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, 2024, 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, 2024, 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/
Shelley Simpson
/s/
John Kuhlow
Shelley Simpson
John Kuhlow
President and Chief Executive Officer
Chief Financial Officer,
(Principal Executive Officer)
Executive Vice President
(Principal Financial and Accounting Officer)
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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
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, 2024 and 2023, 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,
2024, including the related notes and schedule of valuation and qualifying accounts for each of the three years in
the period ended December 31, 2024 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2024 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, 2024, 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
only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable
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J.B. Hunt Transport Services, Inc.
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 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, 2024, the Company’s current claims
accrual balance was $232 million and long-term claims accrual balance was $369 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 21, 2025
We have served as the Company’s auditor since 2021.
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J.B. Hunt Transport Services, Inc.
J.B. HUNT TRANSPORT SERVICES, INC.
Consolidated Balance Sheets
December 31, 2024 and 2023
(in thousands, except share data)
Assets
2024
2023
Current assets:
Cash and cash equivalents
$
46,983
$
53,344
Trade accounts receivable, net
1,224,166
1,334,912
Other receivables
257,774
231,248
Inventories
41,662
42,186
Prepaid expenses and other current assets
200,398
299,502
Total current assets
1,770,983
1,961,192
Property and equipment, at cost:
Revenue and service equipment
7,541,314
7,293,093
Land
269,222
258,144
Structures and improvements
533,425
462,536
Software, office equipment and furniture
804,967
754,099
Total property and equipment
9,148,928
8,767,872
Less accumulated depreciation
3,419,129
2,993,959
Net property and equipment
5,729,799
5,773,913
Goodwill
134,057
134,057
Other intangible assets, net
96,922
133,896
Other assets
580,509
585,090
Total assets
$
8,312,270
$
8,588,148
Liabilities and Shareholders’ Equity
Current liabilities:
Current portion of long-term debt
$
500,000
$
249,961
Trade accounts payable
645,925
737,364
Claims accruals
257,121
220,357
Accrued payroll and payroll taxes
122,477
94,563
Other accrued expenses
152,517
150,255
Total current liabilities
1,678,040
1,452,500
Long-term debt
977,702
1,326,107
Long-term claims accruals
368,704
326,920
Other long-term liabilities
377,070
392,766
Deferred income taxes
896,249
986,097
Total liabilities
4,297,765
4,484,390
Commitments and contingencies (Note 9)
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, 2024 and 2023, of which 100,555,126 and 103,220,027 shares were outstanding at December
31, 2024 and 2023, respectively)
1,671
1,671
Additional paid-in capital
583,945
549,132
Retained earnings
7,373,462
6,978,119
Treasury stock, at cost (66,544,306 shares at December 31, 2024, and 63,879,405 shares at
December 31, 2023)
(3,944,573)
(3,425,164)
Total shareholders’ equity
4,014,505
4,103,758
Total liabilities and shareholders' equity
$
8,312,270
$
8,588,148
See Notes to Consolidated Financial Statements.
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J.B. Hunt Transport Services, Inc.
J.B. HUNT TRANSPORT SERVICES, INC.
Consolidated Statements of Earnings
Years Ended December 31, 2024, 2023 and 2022
(in thousands, except per share amounts)
2024
2023
2022
Operating revenues, excluding fuel surcharge revenues
$
10,557,709
$
10,978,387
$
12,381,359
Fuel surcharge revenues
1,529,495
1,851,278
2,432,640
Total operating revenues
12,087,204
12,829,665
14,813,999
Operating expenses:
Rents and purchased transportation
5,378,336
5,872,591
7,392,179
Salaries, wages and employee benefits
3,232,440
3,257,484
3,373,063
Depreciation and amortization
761,141
737,954
644,520
Fuel and fuel taxes
652,129
751,497
931,710
Operating supplies and expenses
495,375
509,354
502,553
Insurance and claims
313,664
315,678
318,123
General and administrative expenses, net of asset dispositions
306,355
274,564
215,361
Operating taxes and licenses
72,547
74,996
68,230
Communication and utilities
43,992
42,351
36,707
Total operating expenses
11,255,979
11,836,469
13,482,446
Operating income
831,225
993,196
1,331,553
Interest income
7,311
7,624
1,069
Interest expense
79,020
65,933
51,249
Earnings before income taxes
759,516
934,887
1,281,373
Income taxes
188,630
206,600
312,022
Net earnings
$
570,886
$
728,287
$
969,351
Weighted average basic shares outstanding
101,947
103,440
104,141
Basic earnings per share
$
5.60
$
7.04
$
9.31
Weighted average diluted shares outstanding
102,754
104,451
105,276
Diluted earnings per share
$
5.56
$
6.97
$
9.21
See Notes to Consolidated Financial Statements.
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J.B. Hunt Transport Services, Inc.
J.B. HUNT TRANSPORT SERVICES, INC.
Consolidated Statements of Shareholders' Equity
Years Ended December 31, 2024, 2023 and 2022
(in thousands, except per share amounts)
Common Stock
Additional
Paid-in Capital
Retained
Earnings
Treasury Stock
Shareholders’
Equity
Balances at December 31, 2021
$
1,671
$
448,217
$
5,621,103
$
(2,953,175)
$
3,117,816
Comprehensive income:
Net earnings
-
-
969,351
-
969,351
Cash dividend declared and paid ($1.60
per share)
-
-
(166,724)
-
(166,724)
Purchase of treasury shares
-
-
-
(300,030)
(300,030)
Share-based compensation
-
77,535
-
-
77,535
Restricted share issuances, net of stock
repurchased for payroll taxes and other
-
(25,855)
-
(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
-
-
728,287
-
728,287
Cash dividend declared and paid ($1.68
per share)
-
-
(173,898)
-
(173,898)
Purchase of treasury shares
-
-
-
(159,576)
(159,576)
Share-based compensation
-
79,189
-
-
79,189
Restricted share issuances, net of stock
repurchased for payroll taxes and other
(29,954)
-
(7,058)
(37,012)
Balances at December 31, 2023
$
1,671
$
549,132
$
6,978,119
$
(3,425,164)
$
4,103,758
Comprehensive income:
Net earnings
-
-
570,886
-
570,886
Cash dividend declared and paid ($1.72
per share)
-
-
(175,543)
-
(175,543)
Purchase of treasury shares
-
-
-
(513,924)
(513,924)
Share-based compensation
-
65,686
-
-
65,686
Restricted share issuances, net of stock
repurchased for payroll taxes and other
-
(30,873)
-
(5,485)
(36,358)
Balances at December 31, 2024
$
1,671
$
583,945
$
7,373,462
$
(3,944,573)
$
4,014,505
See Notes to Consolidated Financial Statements.
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J.B. Hunt Transport Services, Inc.
J.B. HUNT TRANSPORT SERVICES, INC.
Consolidated Statements of Cash Flows
Years Ended December 31, 2024, 2023 and 2022
(in thousands)
2024
2023
2022
Cash flows from operating activities:
Net earnings
$
570,886
$
728,287
$
969,351
Adjustments to reconcile net earnings to net cash provided by operating
activities:
Depreciation and amortization
761,141
737,954
644,520
Noncash lease expense
100,178
97,666
83,797
Share-based compensation
65,686
79,189
77,535
(Gain)/loss on sale of revenue equipment and other
14,557
27,806
(25,422)
Deferred income taxes
(89,848)
65,566
175,089
Changes in operating assets and liabilities:
Trade accounts receivable
110,746
259,449
(13,950)
Income taxes receivable or payable
(26,182)
12,165
(69,025)
Other current assets
94,639
(39,351)
(83,892)
Trade accounts payable
(109,806)
(48,346)
(23,838)
Claims accruals
48,137
18,429
117,887
Accrued payroll and other accrued expenses
(56,978)
(194,196)
(75,170)
Net cash provided by operating activities
1,483,156
1,744,618
1,776,882
Cash flows from investing activities:
Additions to property and equipment
(865,373)
(1,862,431)
(1,540,796)
Proceeds from sale of equipment
190,967
262,216
108,901
Proceeds from sale of investment
6,929
-
-
Business acquisitions
3,785
(85,000)
(118,175)
Net cash used in investing activities
(663,692)
(1,685,215)
(1,550,070)
Cash flows from financing activities:
Payments on long-term debt
(250,000)
-
(350,000)
Proceeds from revolving lines of credit and other
3,070,600
2,223,600
1,738,100
Payments on revolving lines of credit and other
(2,920,600)
(1,911,100)
(1,420,600)
Purchase of treasury stock
(513,924)
(159,576)
(300,030)
Stock repurchased for payroll taxes and other
(36,358)
(37,012)
(31,180)
Dividends paid
(175,543)
(173,898)
(166,724)
Net cash used in financing activities
(825,825)
(57,986)
(530,434)
Net (decrease)/increase in cash and cash equivalents
(6,361)
1,417
(303,622)
Cash and cash equivalents at beginning of year
53,344
51,927
355,549
Cash and cash equivalents at end of year
$
46,983
$
53,344
$
51,927
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest
$
80,861
$
65,561
$
50,433
Income taxes
$
305,103
$
135,385
$
195,827
Noncash investing activities
Accruals for equipment received
$
73,906
$
44,692
$
107,474
See Notes to Consolidated Financial Statements.
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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.
Revision to Previously Issued Financial Statements
We revised our Consolidated Balance Sheet at December 31, 2023 to correct an error in the classification of our
claims accruals and corresponding insurance receivables for claims in excess of self-insurance levels, which are
included in other receivables. This revision resulted in $326.9 million of claims accruals previously reported as current
liabilities and $173.6 million of insurance receivables previously reported in current assets, being classified in long-
term claims accruals and other assets, respectively, based on our expectations of the timing of payments and receipt
of insurance recoveries.
We also revised our Consolidated Balance Sheet at December 31, 2023 to correct an error in the calculation of our
insurance accruals deferred tax asset and correct the associated impacts of this adjustment in the Consolidated
Statement of Cash Flows. This revision resulted in a $49.9 million increase in deferred income taxes and other
receivables on the Consolidated Balance Sheet at December 31, 2023 as well as corresponding revisions to deferred
income taxes and income taxes receivable or payable in our Consolidated Statement of Cash Flows for the year
ended December 31, 2023, with no effect on previously reported net cash provided by operating activities.
We evaluated the impact of these items under the guidance of the SEC Staff Accounting Bulletin No. 99, “Materiality,”
and determined that these errors are not material to our previously issued financial statements. Accordingly, we have
revised the Consolidated Balance Sheet and Consolidated Statement of Cash Flows for the year ended December 31,
2023 included in the accompanying financial statements.
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J.B. Hunt Transport Services, Inc.
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 $32.4 million at December 31, 2024
and $24.6 million at December 31, 2023. During 2024, the allowance for uncollectible accounts increased by $11.8
million and was reduced $4.0 million by write-offs. During 2023, the allowance for uncollectible accounts increased
by $9.0 million and was reduced $6.7 million by write-offs.
Inventory
Our inventories consist primarily of revenue equipment parts, tires, supplies, and fuel and are valued using the lower
of average cost or net realizable value.
Investments in Marketable Equity Securities
Our investments consist of marketable equity securities stated at fair value and are designated as either trading
securities or available-for-sale securities at the time of purchase based upon the intended holding period. Changes
in the fair value of our trading securities are recognized currently in “general and administrative expenses, net of
asset dispositions” in our Consolidated Statements of Earnings. Changes in the fair value of our available-for-sale
securities are recognized in “accumulated other comprehensive income” on our Consolidated Balance Sheets,
unless we determine that an unrealized loss is other-than-temporary. If we determine that an unrealized loss is
other-than-temporary, we recognize the loss in earnings. Cost basis is determined using average cost.
At December 31, 2024 and 2023, 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 25 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.
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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.
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 further offers 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.
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 360 platform to access capacity and offer efficient drop trailer solutions to our
customers. This freight is typically transported over roads and highways and does not move by rail. JBT utilizes both
contractual rate quotes and spot rate quotes with customers.
We recognize revenue from customer contracts based on relative transit time in each reporting period and as other
performance obligations are provided, with related expenses recognized as incurred. Accordingly, a portion of the
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J.B. Hunt Transport Services, Inc.
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, 2024 and 2023, 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
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):
Years ended December 31,
2024
2023
2022
Weighted average shares outstanding – basic
101,947
103,440
104,141
Effect of common stock equivalents
807
1,011
1,135
Weighted average shares outstanding – diluted
102,754
104,451
105,276
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, 2024, 2023, and 2022, our top 10 customers, based on revenue, accounted
for approximately 35%, 36%, and 38% of our total revenue. Our top 10 customers, based on revenue, accounted for
approximately 29% and 34% of our total trade accounts receivable at December 31, 2024 and 2023, respectively.
One customer accounted for approximately 11%, 13%, and 14% of our total revenue for the years ended December 31,
2024, 2023, and 2022, 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
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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 2022 through 2024, 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 2025 with substantially the same terms as our 2024 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,
2024 and 2023, we had current accruals of approximately $232 million and $196 million, respectively, and long-
term accruals of approximately $369 million and $327 million, respectively, for estimated claims, which are recorded
in claims accruals and long-term 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, 2024 and 2023, we have recorded $429 million and $493 million, respectively, of
expected reimbursement for covered excess claims, other insurance deposits, and prepaid insurance premiums. Of
these total asset balances, $116 million and $102 million have been included in other receivables, $121 million and
$217 million in prepaid expenses and other current assets, and $192 million and $174 million in other assets in our
Consolidated Balance Sheets at December 31, 2024 and 2023, respectively.
Business Combinations
The purchase price of our acquisitions is the aggregate of the consideration transferred, including liabilities
incurred, measured at the acquisition date. We allocate the purchase price of acquisitions to tangible and intangible
assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. This assignment
of fair values to the assets acquired and liabilities assumed requires the use of estimates, judgments, inputs, and
assumptions. The excess of the purchase price over those estimated fair values is recorded as goodwill. Changes to
the acquisition date provisional fair values prior to the end of the measurement period are recorded as adjustments
to the associated goodwill. Acquisition-related expenses and restructuring costs, if any, are expensed as incurred.
Goodwill and Other Intangible Assets
Goodwill represents the excess of cost over the fair value of net identifiable tangible and intangible assets acquired
in a business combination. Goodwill and intangible assets with indefinite lives are not amortized. Goodwill is
reviewed, using a weighted market and income based approach, for potential impairment as of October 1st on an
annual basis or, more frequently, if circumstances indicate a potential impairment is present. Intangible assets with
finite lives are amortized on the straight-line method over the estimated useful lives of 2 to 15 years.
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Accounting Pronouncements Adopted in 2024
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 was
effective retrospectively for us on January 1, 2024, for annual periods, and January 1, 2025, for interim periods,
with early adoption permitted. We adopted ASU 2023-07 retrospectively in the fourth quarter 2024. See Note 13,
Segment Information in our Consolidated Financial Statements.
Recent Accounting Pronouncements
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.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-
Expense Disaggregation Disclosures, which requires public business entities to disclose, on an annual and interim
basis, disaggregated information about certain income statement expense line items in the notes to the financial
statements. The new standard is effective prospectively for us on January 1, 2027, for annual periods, and January
1, 2028, for interim periods, with retrospective adoption permitted. We are currently evaluating the impact of the
adoption of this accounting pronouncement on our Consolidated Financial Statements.
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):
December 31,
2024
2023
Senior credit facility
$778.7
$627.9
Senior notes
699.0
948.2
Less current portion of long-term debt
(500.0)
(250.0)
Total long-term debt
$977.7
$1,326.1
Aggregate maturities of long-term debt subsequent to December 31, 2024, are as follows: $500.0 million in 2025,
$699.0 million in 2026, and $278.7 million in 2027.
Senior Credit Facility
At December 31, 2024, 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, 2024, we had $280.0 million outstanding on the revolving line of credit and a $500.0 million
outstanding balance of term loans, at an average interest rate of 5.48%, under this agreement.
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Senior Notes
Our senior notes consist of $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. These 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 a shelf registration statement filed in January 2019. These 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 $250 million of 3.85%
senior notes matured in March 2024. The entire outstanding balance was paid in full at maturity.
Our financing arrangements require us to maintain certain financial covenants and ratios. We were in compliance
with all financial covenants and ratios at December 31, 2024.
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, 2024 or 2023. 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 23, 2025, we announced an increase in our quarterly cash dividend from $0.43 to $0.44
per share, which was paid February 21, 2025, to shareholders of record on February 7, 2025. At December 31, 2024,
we had 1.1 million shares of common stock to be issued upon the vesting of equity awards and 3.5 million shares
reserved for future issuance pursuant to share-based payment plans. During calendar year 2024, we purchased
approximately 3,040,000 shares, or $513.9 million, of our common stock in accordance with plans authorized by our
Board. At December 31, 2024, we had $882.1 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
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J.B. Hunt Transport Services, Inc.
for the award, subject to the attainment of performance metrics established for performance share units. The
quantity of performance share units for which it is probable that the performance conditions will be achieved is
estimated each reporting period, with any necessary adjustments recorded as a cumulative cost adjustment in the
current period. Share-based compensation expense is recorded in salaries, wages, and employee benefits in our
Consolidated Statements of Earnings, along with other compensation expenses to employees. The following table
summarizes the components of our share-based compensation program expense (in thousands):
Years ended December 31,
2024
2023
2022
Restricted share units
Pretax compensation expense
$ 49,172
$ 56,837
$ 54,276
Tax benefit
12,214
12,561
13,216
Restricted share units, net of tax
$ 36,958
$ 44,276
$ 41,060
Performance share units
Pretax compensation expense
$ 16,514
$ 22,352
$ 23,259
Tax benefit
4,102
4,940
5,664
Performance share awards, net of tax
$ 12,412
$ 17,412
$ 17,595
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, 2023
936,492
$ 147.02
Granted
269,322
192.98
Vested
(430,890)
146.06
Forfeited
(37,687)
171.81
Unvested at December 31, 2024
737,237
$ 163.83
Performance Share Units
Number of Shares
Weighted Average Grant Date Fair Value
Unvested at December 31, 2023
386,723
$ 163.87
Granted
140,469
195.24
Vested
(138,115)
150.73
Forfeited
(36,786)
186.85
Unvested at December 31, 2024
352,291
$ 179.14
At December 31, 2024, we had $57.6 million and $27.6 million of total unrecognized compensation expense related
to restricted share units and performance share units, respectively, that is expected to be recognized over the
remaining weighted average vesting period of approximately 3.0 years for restricted share units and 2.1 years for
performance share units.
The aggregate intrinsic value of restricted and performance share units vested during the years ended December
31, 2024, 2023, and 2022, was $105.4 million, $104.0 million, and $94.0 million, respectively. The aggregate
intrinsic value of unvested restricted and performance share units was $185.9 million at December 31, 2024, with
a remaining weighted average vesting period of approximately 2.9 years. The total fair value of shares vested for
restricted share and performance share units during the years ended December 31, 2024, 2023, and 2022, was
$83.8 million, $73.8 million, and $63.1 million, respectively.
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6. Income Taxes
Income tax expense attributable to earnings before income taxes consists of (in thousands):
Years ended December 31,
2024
2023
2022
Current:
Federal
$ 244,770
$ 106,004
$ 85,855
State and local
25,328
35,030
51,078
Foreign
8,380
-
-
278,478
141,034
136,933
Deferred:
Federal
(88,016)
66,000
172,334
State and local
(1,832)
(434)
2,755
(89,848)
65,566
175,089
Total tax expense/(benefit)
$ 188,630
$ 206,600
$ 312,022
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):
Years ended December 31,
2024
2023
2022
Income tax at federal statutory rate
$ 159,498
$ 196,326
$ 269,088
State tax, net of federal effect
21,051
28,997
41,624
Federal 1341 Claim
-
(14,616)
-
Other, net
8,081
(4,107)
1,310
Total tax expense
$ 188,630
$ 206,600
$ 312,022
Income taxes receivable was $116.7 million and $90.5 million at December 31, 2024 and 2023, 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, 2024 and 2023, are presented below (in thousands):
December 31,
2024
2023
Deferred tax assets:
Insurance accruals
$ 69,168
$ 58,614
Allowance for doubtful accounts
12,584
10,766
Compensation accrual
9,882
8,003
Deferred compensation accrual
26,805
36,309
Federal benefit of state uncertain tax positions
17,693
17,491
Lease liabilities
74,858
82,048
State NOL carry-forward
4,235
5,478
Other
3,815
3,890
Total gross deferred tax assets
219,040
222,599
Valuation allowance
(4,235)
(5,478)
Total deferred tax assets, net of valuation allowance
214,805
217,121
Deferred tax liabilities:
Plant and equipment, principally due to differences in depreciation
1,001,537
1,057,922
Prepaid permits and insurance, principally due to expensing for income tax
purposes
35,592
63,880
Lease right-of-use assets
73,925
81,416
Total gross deferred tax liabilities
1,111,054
1,203,218
Net deferred tax liability
$ 896,249
$ 986,097
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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):
December 31,
2024
2023
2022
Beginning balance
$ 80.9
$ 89.1
$ 78.5
Additions based on tax positions related to the current year
13.3
16.2
25.8
Additions/(reductions) based on tax positions taken in prior years
(2.9)
0.5
2.8
Reductions due to settlements
(1.4)
(14.6)
(8.0)
Reductions due to lapse of applicable statute of limitations
(11.9)
(10.3)
(10.0)
Ending balance
$ 78.0
$ 80.9
$ 89.1
At December 31, 2024 and 2023, we had a total of $78.0 million and $80.9 million, respectively, in gross unrecognized
tax benefits. Of these amounts, $63.4 million and $65.6 million represent the amount of unrecognized tax benefits
that, if recognized, would impact our effective tax rate in 2024 and 2023, 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, 2024, 2023, and 2022, was $7.8
million, $5.3 million, and $4.3 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, 2024 and 2023, was $13.1 million and $9.0 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 2014 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, 2024, 2023, and 2022, our matching contributions to the plan
were $35.2 million, $34.3 million, and $32.5 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 $33.9
million as of December 31, 2024, and $31.6 million as of December 31, 2023. 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 $33.9 million as of December 31, 2024, and
$31.6 million as of December 31, 2023.
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):
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J.B. Hunt Transport Services, Inc.
Asset/(Liability) Balance
December 31,
2024
2023
Input Level
Trading investments
$ 33.9
$ 31.6
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 $1.48 billion and $1.58 billion at December 31, 2024 and 2023, 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 $1.48 billion and $1.57 billion at December 31, 2024 and 2023, respectively.
The carrying amounts of all other instruments at December 31, 2024 and 2023, approximate their fair value due to
the short maturity of these instruments.
9. Commitments and Contingencies
At December 31, 2024, we had outstanding commitments of approximately $677 million, net of proceeds from sales
or trade-ins, during the years 2025 and 2026, as well as an additional $89 million thereafter, which is primarily
related to the acquisition of tractors, containers, chassis, and other trailing equipment.
During 2024, we issued financial standby letters of credit as a guaranty of our performance under certain operating
agreements and self-insurance arrangements. If we default on our commitments under the agreements or other
arrangements, we are required to perform under these guaranties. The undiscounted maximum amount of our
obligation to make future payments in the event of defaults is approximately $5.9 million as of December 31, 2024.
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.
10. Leases
As of December 31, 2024, 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):
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J.B. Hunt Transport Services, Inc.
Asset/(Liability)
Balance
December 31,
2024
2023
Right-of-use assets
$308.2
$350.2
Lease liabilities, current
(98.1)
(99.9)
Lease liabilities, long-term
(214.0)
(252.9)
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, 2024 and 2023, the weighted-average remaining lease term for our outstanding operating lease
obligations was 4.9 years and 5.0 years, respectively. As of December 31, 2024 and 2023, the weighted-average
discount rate was 4.22% and 3.73%, respectively. Future minimum lease payments under these operating leases as
of December 31, 2024, are as follows (in millions):
2025
$ 101.6
2026
78.0
2027
56.6
2028
36.8
2029
22.6
Thereafter
50.4
Total lease payments
346.0
Less interest
(33.9)
Present value of lease liabilities
$ 312.1
During the years ended December 31, 2024, 2023, and 2022, cash paid for amounts included in the measurement
of operating lease liabilities was $109.9 million, $106.2 million, and $87.6 million, while $110.8 million, $106.8 million,
and $87.7 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, 2024, 2023, and 2022, a total of $78.9 million, $159.7
million, and $213.9 million of right-of-use assets were obtained in exchange for new operating lease liabilities, of
which, $9.1 million was obtained through business combinations in 2023.
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 paid in cash under the BNSFL agreement was
$81.2 million and consisted of the agreed upon purchase price paid in 2023, reduced for estimated working capital
adjustments received in 2024. Transaction costs incurred were not material. The BNSFL acquisition was accounted
for as a business combination and operates within our ICS 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.
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
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J.B. Hunt Transport Services, Inc.
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.
12. Goodwill and Other Intangible Assets
Total goodwill was $134.0 million and $134.0 million at December 31, 2024 and 2023, respectively. At December 31,
2024, $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, 2024. Our
intangible assets consisted of those arising from previous business acquisitions within our FMS, ICS, and JBI
segments. Identifiable intangible assets consist of the following (in millions):
December 31,
Weighted Average Amortization Period
2024
2023
Finite-lived intangibles:
Customer relationships
$ 189.8
$ 206.3
10.7
Non-competition agreements
10.6
10.8
6.0
Trade names
-
6.5
Total finite-lived intangibles
200.4
223.6
Less accumulated amortization
(103.4)
(89.7)
Total identifiable intangible assets, net
$ 97.0
$ 133.9
Our finite-lived intangible assets have no assigned residual values.
During the years ending December 31, 2024, 2023, and 2022, intangible asset amortization expense was $37.0
million, $20.5 million and $18.2 million, respectively. During the year ending December 31, 2024, we recorded
expense of $14.4 million for the impairment of certain customer relationships intangible assets related to the BNSFL
acquisition. Estimated amortization expense for our finite-lived intangible assets is expected to be approximately
$20.6 million for 2025, $19.8 million for 2026, $15.5 million for 2027, $9.7 million for 2028, and $9.5 million for 2029.
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.
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
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J.B. Hunt Transport Services, Inc.
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 further offers these services through an online multimodal marketplace via J.B. Hunt 360
that matches the right load with the right carrier and the best mode. FMS provides 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 using independent
contractors or third-party carriers utilizing company-owned trailing equipment as well as services through our
J.B. Hunt 360box program which utilizes the J.B. Hunt 360 platform to access capacity and offer efficient drop trailer
solutions to customers. This freight is typically transported over roads and highways and does not move by rail. All
transactions between reporting segments are eliminated in consolidation.
Our President and Chief Executive Officer serves as our Chief Operating Decision Maker (CODM) and is responsible
for reviewing segment performance and making decisions regarding capital and personnel allocations. Our
measure of profit or loss for segment reporting purposes provided to the CODM is operating income. The CODM
considers operating income budget-to-actual variances on a monthly basis to assess the performance for each of
our segments. Effectively all corporate support expenses are allocated to our operating segments within various
expense line items presented. Assets reported by our corporate support group are not allocated. Intersegment
revenues and corresponding expenses included in our segment reporting are eliminated upon consolidation.
Our customers are geographically dispersed across the United States. A summary of certain segment information is
presented below (in millions):
Assets
(Excludes intercompany accounts)
December 31,
2024
2023
2022
JBI
$ 3,507
$ 3,391
$ 3,270
DCS
2,195
2,355
1,989
ICS
288
350
311
FMS
544
634
620
JBT
389
419
437
Total segment assets
6,923
7,149
6,627
Other (includes corporate)
1,389
1,439
1,160
Total
$ 8,312
$ 8,588
$ 7,787
Net Capital Expenditures (1)
Years ended December 31,
2024
2023
2022
JBI
$ 322
$ 536
$ 622
DCS
153
716
494
ICS
20
2
14
FMS
15
36
46
JBT
14
30
167
Total segment net capital expenditures
524
1,320
1,343
Other (includes corporate)
150
280
89
Total
$ 674
$ 1,600
$ 1,432
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Revenues and Operating Income/(Loss)
Years ended December 31, 2024
JBI
DCS
ICS
FMS
JBT
Intersegment
Eliminations
Consolidated
Total operating revenues
$ 5,956
$ 3,396
$ 1,141
$ 910
$ 702
$ (18)
$ 12,087
Operating expenses:
Rents, purchased transportation, and fuel
3,791
451
967
330
509
Salaries, wages and employee benefits
844
1,528
79
310
43
Depreciation and amortization
249
330
35
46
36
Operating supplies and expenses
244
276
8
41
27
Insurance and claims
106
173
21
14
20
General and administrative expenses, net
of asset dispositions
260
202
86
101
44
Other segment items(2)
32
60
1
8
2
Total operating expenses
5,526
3,020
1,197
850
681
(18)
11,256
Operating Income(3)
$ 430
$ 376 $ (56)
$ 60
$ 21
$ -
$ 831
Revenues and Operating Income/(Loss)
Years ended December 31, 2023
JBI
DCS
ICS
FMS
JBT
Intersegment
Eliminations
Consolidated
Total operating revenues
$ 6,208
$ 3,543
$ 1,390
$ 918
$ 789
$ (18)
$ 12,830
Operating expenses:
Rents, purchased transportation, and fuel
3,986
538
1,225
319
574
Salaries, wages and employee benefits
808
1,552
87
325
50
Depreciation and amortization
256
327
6
48
44
Operating supplies and expenses
228
285
8
45
31
Insurance and claims
100
161
30
23
23
General and administrative expenses, net
of asset dispositions
230
214
77
101
48
Other segment items(2)
31
61
1
10
3
Total operating expenses
5,639
3,138
1,434
871
773
(18)
11,837
Operating Income(3)
$
569
$ 405
$ (44)
$ 47
$ 16
$ -
$ 993
151
2024 Annual Report
J.B. Hunt Transport Services, Inc.
Revenues and Operating Income
Years ended December 31, 2022
JBI
DCS
ICS
FMS
JBT
Intersegment
Eliminations
Consolidated
Total operating revenues
$ 7,022
$ 3,524
$2,323
$1,042
$ 937
$ (34)
$ 14,814
Operating expenses:
Rents, purchased transportation, and fuel
4,616
660
2,002
397
683
Salaries, wages and employee benefits
827
1,527
109
372
61
Depreciation and amortization
226
280
3
44
35
Operating supplies and expenses
205
289
7
53
26
Insurance and claims
101
149
42
26
19
General and administrative expenses, net
of asset dispositions
218
207
102
103
33
Other segment items(2)
29
51
1
10
3
Total operating expenses
6,222
3,163
2,266
1,005
860
(34)
13,482
Operating Income(3)
$ 800
$ 361
$ 57
$ 37
$ 77
$ -
$ 1,332
(1) Net capital expenditures report the additions to property and equipment, net of proceeds from the sale of property and equipment.
(2) Other segment items include communication, utilities, and operating taxes and licenses expense items.
(3) Refer to the Consolidated Statements of Earnings for the reconciliation of consolidated operating income to earnings before income taxes.
2024 Percent of Revenue by Industry
Transportation Equipment
Other
Transportation
Chemical and Allied Products
Paper and Allied Products
Electrical Equipment
Wholesale Trade
Manufacturing
General Merchandise
Food and Kindred Products
Retail
3%
1%
4%
4%
4%
4%
9%
10%
14%
15%
32%
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 24, 2025, at
the corporate headquarters of J.B. Hunt Transport
Services, Inc., Lowell, Arkansas, located on Interstate
49 at Lowell Exit 78.
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
P.O. Box 130
Lowell, Arkansas 72745
jbhunt.com