JB Hunt Transport Services : Annual Report (annual report 2024)
JBHT
Published on 06/03/2025 at 15:33
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
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
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
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.
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
Ranked #6 overall on American Opportunity Index
Named one of the World's Most Admired Companies by Fortune
Named one of America's Most Reliable Companies by Newsweek
Validated 135 ELEVATION ideas, yielding an annual record for ELEVATION value
Earned a record 30+ awards recognizing our people
Surpassed 5,000 J.B. Hunt drivers achieving 1 million safe miles driven
Set second consecutive year records for safety, measured by DOT preventable accidents per million miles
Awarded $2,605,000 in safe driving bonuses to 387 drivers as part of our Million Mile program
Celebrated the 35th anniversary of the legendary handshake that led to the creation of modern rail intermodal
Set weekly, monthly, quarterly and annual records for Intermodal (JBI) volume
Achieved our fifth best year for truck sales in our Dedicated Contract Services® (DCS®) segment
Achieved a record annual operating income in our Final Mile Services®(FMS) segment
Announced our collaboration with UP.Labs to fuel innovation for our company and our industry
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
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.
Letter to Our Shareholders and Employees
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
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
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.
Shelley Simpson
President and Chief Executive Officer
John N. Roberts, III
Chairman of the Board
J. B. HUNT TRANSPORT SERVICES, INC.
615 J.B. Hunt Corporate Drive Lowell, Arkansas 72745
479.820.0000
Internet Site: jbhunt.com
Notice Of Annual Meeting Of Shareholders
TO B E H E L D A P R I L 24 , 2025
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:
1
To elect Directors for a term of one (1) year
2
To consider and approve an advisory resolution regarding the Company's compensation of its named executive officers
3
To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the 2025 calendar year
4
To transact such other business as may properly come before the Annual Meeting or any adjournments thereof
Only shareholders of record on February 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
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 containing 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 paper copy of the proxy materials by mail. You may follow the instructions on the Notice of Internet Availability of Proxy Materials, then access our proxy materials and vote your shares over the internet. If you request a paper copy of the proxy materials and choose to vote by mail, please complete, sign, date and promptly return the accompanying proxy card in the enclosed addressed postage-paid envelope that will be provided to you in response to your request, even if you plan to attend the Annual Meeting. Please keep the Notice of Internet Availability of Proxy Materials for your
reference through the meeting date.
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING
Item
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
Proxy Statement Summary
YOU SHOULD CAREFULLY READ THIS PROXY STATEMENT IN ITS ENTIRETY
The summary information provided above is for your convenience only and is merely a brief description of material information contained in this Proxy Statement.
YOUR VOTE IS IMPORTANT
IF YOU ARE A REGISTERED OWNER, YOU MAY VOTE BY INTERNET OR BY REQUESTING A COPY OF PROXY MATERIALS AND COMPLETING, SIGNING, AND DATING A PROXY CARD AND RETURNING IT TO US AS PROMPTLY AS POSSIBLE IN THE ACCOMPANYING ENVELOPE OR USING THE TELEPHONE OPTION THAT WILL BE PROVIDED IN RESPONSE TO YOUR REQUEST
IF YOU ARE A BENEFICIAL OWNER, PLEASE FOLLOW THE VOTING INSTRUCTIONS OF YOUR BROKER, BANK, OR OTHER NOMINEE AS PROVIDED IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
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
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
Persio Lisboa
Navistar, Inc. (retired)
59
2023
Yes
James Hardie Industries plc
Audit
Corporate Governance
John N.
Chairman of the Board
60
2010
No
DIRECTOR NOMINEES
Illinois (retired)
Technologies Inc.
Roberts, III
James L. Robo Private Investor
62 2002
Yes
Compensation
Kayne Anderson BDC, Inc. Corporate Governance
(Chair)
Shelley Simpson
President and Chief Executive Officer
53 2024 No
Proxy Statement Summary
Compensation Objectives, Principles and Practices
We believe the ability to attract, retain and provide appropriate incentives for the senior executive officers and other key employees of the Company is essential to maintaining the company's leading competitive position, thereby providing for the long-term success of the Company. The overall compensation philosophy of the Company's Board of Directors and management is guided by the following principles:
Recruitment and Retention
The Company aims to attract, motivate and retain high-performing diverse talent to achieve and maintain a leading position in our industry. Our total compensation package should be strongly competitive with other transportation and logistics companies.
Short-term Incentive
A portion of total compensation should be tied to Company performance,
and therefore at risk, as position and responsibility increase. Individuals with greater roles and the ability to directly impact strategic direction and long-term results should bear a greater portion of the risk.
Performance and Responsibility
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.
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 longterm career orientation.
Proxy Statement Summary
2024 Business Highlights
Consolidated Revenue
In Millions
$15,000
$12,000
$9,637
$9,165
$9,000
$6,000
$3,000
$6,555
$6,165 $6,188
$7,190
$8,615
$12,087
$12,168
$12,830
$14,814
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Consolidated Operating Income
In Millions
Diluted EPS
$1,500
$1,200
$1,046
$993
$900
31
$600
$300
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
$624
$713
$681
$632
$734
$716 $721
$8
$1,332
$10.00
$8.00
$7.14
$6.97
$6.18
$6.00
$5.56
$4.43 $4.77 $4.74
$4.00
$3.66 $3.81
$3.16
$2.00
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
$9.21
Proxy Statement Summary
J.B. HUNT
CONSOLIDATED
REVENUE
$12.1B
6%
$831M
16%
OPERATING INCOME
INTERMODAL
(JBI)
$6.0B
4%
REVENUE
$430M
25%
OPERATING INCOME
DEDICATED
(DCS)
$3.4B
4%
REVENUE
$376M
7%
OPERATING INCOME
INTEGRATED
(ICS)
$1.1B
18%
REVENUE
$(56)M
OPERATING LOSS
FINAL MILE
(FMS)
$910M
1%
REVENUE
OPERATING INCOME
$60M
29%
TRUCKLOAD
(JBT)
$702M
11%
REVENUE
$21M
30%
OPERATING INCOME
Proxy Statement Summary
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
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
We're passionate about helping our industry and our customers become more sustainable.
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
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
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
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.
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
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
J.B. Hunt's annual Million Mile Walk of Fame celebrates our safest drivers.
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
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.
In 2024, we completed installation of inward-facing cameras on our company trucks.
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
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)
In 2024, we celebrated our 5,000th driver who achieved one million safe miles.
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
In 2024, executive leadership hosted a quarterly town hall event from our Joliet, Illinois, facility.
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 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
Our Technician Career Advancement program provides opportunity for growth to our tractor, trailer, and mobile technicians across the country.
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
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
In 2024, J.B. Hunt participated in Wreaths Across America for the 11th consecutive year.
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.
In 2024, 135 ELEVATION ideas were validated, yielding the highest year in validated net benefit for our company since inception.
Company Giving
Traditional philanthropic strategies often rule out organizations that do not meet certain privileged
Proxy Statement Summary
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
Summary of Nominated Directors
Director Tenure
0-10:
11-20:
21+
Director Age
<60:
60-65
66-69
Diversity
33% Women Directors
Women: Men: Minority:
Company Boards
Average Board Position: 1
Boards:
Board:
Boards:
Boards:
Other Current Public
Board Size and
Independence
6 Directors are independent
3 are not independent
Board Composition
All Committees comprised of independent directors
Separate Board Chairman and CEO positions*
Lead independent director
Meeting Attendance
All current directors attended all of the board meetings and committee meetings on which each served. There were five Board meetings and 18 committee meetings in 2024.
* 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
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
PROPOSALS TO BE VOTED ON AT
THE ANNUAL MEETING
Proposal Number One
Election of Directors
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 FOReach 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.
Nominees For Director
Terms expire 2026
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
Disclaimer
J.B. Hunt Transport Services Inc. published this content on June 03, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on June 03, 2025 at 19:32 UTC.