DEF 14A of Hunt J B Transport Services Inc, Mar 14, 2024

DEF 14A of Hunt J B Transport Services Inc

Filed Mar 14, 2024 · FY20230001437749-24-007781

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  2. DIRECTOR NOMINEES

    | Name | Occupation | Age | Director Since | Independent | Other Current Directorships with Publicly Held Companies | Committees Upon Election | | Francesca M. Edwardson | American Red Cross of Chicago & Northern Illinois (retired) | 66 | 2011 | Yes | Duluth Holdings, Inc. | Audit Corporate Governance | | Sharilyn S. Gasaway | Alltel Corp. (retired) | 55 | 2009 | Yes | Genesis Energy, LP | Audit (Chair) Compensation Corporate Governance | | Thad Hill | Calpine Corporation | 56 | 2021 | Yes | | Compensation (Chair) Corporate Governance | | Bryan Hunt, Jr. | Hunt Automotive Group | 65 | 1991 | No | PowerBand Solutions, Inc. | | | Persio Lisboa | Navistar, Inc. (retired) | 58 | 2023 | Yes | James Hardie Industries plc | Audit Corporate Governance | | Patrick Ottensmeyer | Kansas City Southern (retired) | 66 | 2024 | Yes | The Greenbrier Companies | Compensation Corporate Governance | | John N. Roberts, III | Chief Executive Officer | 59 | 2010 | No | | | | James L. Robo | Private Investor | 61 | 2002 | Yes | | Compensation Corporate Governance (Chair) | | Shelley Simpson | President | 52 | - | No | | |

  3. DIRECTOR NOMINEES

    | 2 | Proxy Statement J.B. Hunt Transport Services, Inc. |

  4. DIRECTOR NOMINEES

    | Compensation Objectives, Principles and Practices |

  5. DIRECTOR NOMINEES

    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:

  6. DIRECTOR NOMINEES

    | 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 long-term career orientation. |

  7. DIRECTOR NOMINEES

    | J.B. Hunt Transport Services, Inc. Proxy Statement | 3 |

  8. DIRECTOR NOMINEES

    | 2023 Business Highlights |

  9. DIRECTOR NOMINEES

    | 4 | Proxy Statement J.B. Hunt Transport Services, Inc. |

  10. DIRECTOR NOMINEES

    | J.B. Hunt Transport Services, Inc. Proxy Statement | 5 |

  11. DIRECTOR NOMINEES

    | | Proxy Statement Summary |

  12. DIRECTOR NOMINEES

    | J.B. Hunt Corporate Responsibility |

  13. Directors And Executive Officers Of The Company

    Directors And Executive Officers Of The Company

  14. Number of Directors and Term of Directors and Executive Officers

    Number of Directors and Term of Directors and Executive Officers The Second Amended and Restated Bylaws of J.B. Hunt Transport Services, Inc., as amended (the Bylaws), provide that the number of directors shall not be less than three or more than 12, with the exact number to be fixed by the Board. In 2023, the Board consisted of nine directors. On January 12, 2024, the Board approved an increase in the size of the Board to ten directors and appointed Patrick Ottensmeyer to the tenth director position. On February 28, 2024, the Board voted to reduce the number of directors constituting the whole Board back to nine directors, effective upon the election of directors at the 2024 Annual Meeting. Directors serve a term of one year from their election date to the Annual Meeting. Directors are elected by a majority of votes cast with respect to each director, provided that the number of nominees does not exceed the number of directors to be elected. At the Company’s Annual Meeting, the shareholders of the Company elect successors for directors whose terms have expired. The Board elects members to fill new membership positions and vacancies in unexpired terms on the Board. No director will be eligible to stand for re-election or be elected to a vacancy once he or she has reached 72 years of age. Executive officers are elected by the Board and hold office until their successors are elected and qualified or until their earlier death, retirement, resignation or removal.

  15. Number of Directors and Term of Directors and Executive Officers

    | 18 | Proxy Statement J.B. Hunt Transport Services, Inc. |

  16. Nominees For Director

    Nominees For Director Terms expire 2025

  17. Nominees For Director

    | | Francesca M. Edwardson Age: 66 Director Since: 2011 Committees Upon Election: Audit Committee, Nominating and Corporate Governance Committee Principal Occupation: American Red Cross of Chicago and Northern Illinois (retired) Recommendation: The Board has determined that Ms. Edwardson continues to qualify to serve as a Director of the Company based on her lengthy and successful experience in both the transportation industry and legal environment, which provide respected insight and guidance to both the Board and management. |

  18. Nominees For Director

    Experience: Ms. Edwardson retired as the Chief Executive Officer of the American Red Cross of Chicago and Northern Illinois, a business unit of the American Red Cross, in 2016, a position she held since 2005. She previously served as Senior Vice President and General Counsel for UAL Corporation, a predecessor company to United Airlines Holdings, Inc. She has also been a partner in the law firm of Mayer Brown and the Executive Director of the Illinois Securities Department. Ms. Edwardson is a graduate of Loyola University in Chicago, Illinois, holding degrees in economics and law. Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): Duluth Holdings, Inc. (Chair of Compensation Committee) Other Directorships – Private Organizations (Prev. 5 Yrs.): Lincoln Park Zoo (Board Chair) Family Relationships: None

  19. Nominees For Director

    | | Sharilyn S. Gasaway Age: 55 Director Since: 2009 Committees Upon Election: Audit Committee (Chair), Executive Compensation Committee, Nominating and Corporate Governance Committee Principal Occupation: Alltel Corp. (retired) Recommendation: The Board has determined that Ms. Gasaway’s experience in accounting, finance, mergers and acquisitions, and regulatory matters, all gained through her extended tenures within the financial environment, which provide unquestionable value to the Company, qualify her to continue to serve as a Director of the Company. |

  20. Nominees For Director

    Experience: Ms. Gasaway served as Executive Vice President and Chief Financial Officer of Alltel Corp., the Little Rock, Arkansas-based Fortune 500 wireless carrier, from 2006 to 2009. She was part of the executive team that spearheaded publicly traded Alltel’s transition through the largest private equity buyout in the telecom sector and was an integral part of the successful combination of Alltel and Verizon. She also served as Alltel’s Corporate Controller and Principal Accounting Officer from 2002 to 2006. Joining Alltel in 1999, she served as Director of General Accounting, Controller, and Vice President of Accounting and Finance. Prior to joining Alltel, she worked for eight years at Arthur Andersen LLP. Ms. Gasaway has a degree in accounting from Louisiana Tech University and is a Certified Public Accountant. Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): Genesis Energy, LP (Chair of Audit Committee), Waddell & Reed Financial, Inc. (Chair of Audit Committee) (No longer publicly traded) Other Directorships – Private Organizations (Prev. 5 Yrs.): Louisiana Tech University Foundation, Louisiana Tech University College of Business Advisory Board, Arkansas Children’s, Inc., Arkansas Children’s Foundation

  21. Nominees For Director

    | J.B. Hunt Transport Services, Inc. Proxy Statement | 19 |

  22. Nominees For Director

    | | Thad (John B., III) Hill Age: 56 Director Since: 2021 Committees Upon Election: Executive Compensation Committee (Chair), Nominating and Corporate Governance Committee Principal Occupation: Calpine Corporation Recommendation: The Board has determined that Mr. Hill’s expertise in financial and capital markets and experience leading a diverse and geographically dispersed workforce qualify him to serve as a Director of the Company. |

  23. Nominees For Director

    Experience: Mr. Hill is President and Chief Executive Officer for Calpine Corporation (Calpine), one of the nation’s largest independent competitive power companies, operating power plants and retail businesses in 22 states and Ontario, Canada. Mr. Hill has led Calpine since 2014, when he was promoted from President and Chief Operating Officer to his current position. Prior to joining Calpine, he was Executive Vice President of NRG Energy and President of NRG Texas, where he was responsible for NRG’s largest regional business. Mr. Hill received his Bachelor of Arts degree from Vanderbilt University magna cum laude and his Master of Business Administration degree from the Amos Tuck School of Dartmouth College, where he was elected an Edward Tuck Scholar. Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): Calpine Corporation (No longer publicly traded) Other Directorships – Private Organizations (Prev. 5 Yrs.): Amos Tuck School of Dartmouth College, Episcopal High School, Greater Houston Partnership Family Relationships: None

  24. Nominees For Director

    | | Bryan Hunt Age: 65 Director Since: 1991 Committees Upon Election: None Principal Occupation: Hunt Automotive Group Recommendation: The Board has determined that Mr. Hunt’s historical and current knowledge of the company and valuable contributions to the Board of J.B. Hunt since 1991 continue to qualify him to serve as a Director of the Company. |

  25. Nominees For Director

    Experience: Mr. Hunt served as an employee of the Company from 1983 through 1997. He is the Managing Member of Progressive Car Finance, a private company that provides financing for automobile dealers; and 71B Auto Auction and 71B Mobile Auto Auction, both private companies engaged in the auction of automobiles, trucks, boats and other motor vehicles to dealers and the general public in Arkansas and Kansas. A graduate of the University of Arkansas, he has degrees in marketing and transportation. Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): PowerBand Solutions, Inc. Other Directorships – Private Organizations (Prev. 5 Yrs.): The New School Family Relationships: Son of co-founders J.B. and Johnelle Hunt

  26. Nominees For Director

    | 20 | Proxy Statement J.B. Hunt Transport Services, Inc. |

  27. Nominees For Director

    | | Persio Lisboa Age: 58 Director Since: 2023 Committees Upon Election: Audit Committee, Nominating and Corporate Governance Committee Principal Occupation: Navistar, Inc. (retired) Recommendation: The Board has determined that Mr. Lisboa’s business and financial expertise and experience leading a large global company qualify him to serve as a Director of the Company. |

  28. Nominees For Director

    Experience: Mr. Lisboa retired as President and CEO of Navistar, Inc., a global original equipment manufacturer in the transportation industry, in October 2021. Prior to his ultimate leadership role of the company, Mr. Lisboa’s 35-year career with Navistar included management positions in sales and marketing, manufacturing, supply chain and procurement within both domestic and international operations. Mr. Lisboa is a graduate of Pontifícia Universidade Católica de São Paulo where he received a Bachelor of Science degree in business administration with a marketing specialization. Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): James Hardie Industries plc (Chairman of Remuneration Committee) Other Directorships – Private Organizations (Prev. 5 Yrs.): Ascendance Trucks, LLC, Allegiance Trucks, LLC Family Relationships: None

  29. Nominees For Director

    | | Patrick Ottensmeyer Age: 66 Director Since: 2024 Committees Upon Election: Compensation Committee, Nominating and Corporate Governance Committee Principal Occupation: Kansas City Southern (retired) Recommendation: The Board has determined that Mr. Ottensmeyer’s business and financial expertise and experience leading a Class I railroad qualify him to serve as a Director of the Company. |

  30. Nominees For Director

    Experience: Mr. Ottensmeyer served as President and CEO of Kansas City Southern (KCS), a Class I railroad, from 2015 to 2023, until the completion of the merger creating Canadian Pacific Kansas City (CPKC) in 2023. From 2008 to 2015, he was executive vice president of sales and marketing at KCS and served as executive vice president and Chief Financial Officer at the railroad from 2006 to 2008. Mr. Ottensmeyer served as the U.S. Chairman of the U.S. Chamber of Commerce’s U.S.-Mexico Economic Council (USMXECO) from 2019 to 2023. In this role as leader of the U.S.-Mexico CEO Dialogue, he was instrumental in representing business interests during the formation of the United States-Mexico-Canada Agreement (USMCA) from 2017-2020. Mr. Ottensmeyer holds a Bachelor of Science in Finance from Indiana University. Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): The Greenbrier Companies Other Directorships – Private Organizations (Prev. 5 Yrs.): Oaktree Transportation & Infrastructure Fund, U.S. Rail & Logistics, Watco Companies

  31. Nominees For Director

    | J.B. Hunt Transport Services, Inc. Proxy Statement | 21 |

  32. Nominees For Director

    | | John N. Roberts, III Age: 59 Director Since: 2010 Committees Upon Election: None Principal Occupation: J.B. Hunt Transport Services, Inc. Recommendation: The Board has determined that Mr. Roberts continues to qualify to serve as a Director of the Company based on his past success while serving as the Company’s Chief Executive Officer. |

  33. Nominees For Director

    Experience: Mr. Roberts is currently the Company’s Chief Executive Officer, a role he has held since 2010, and will become executive Chairman of the Board effective upon his reelection to the Board at our 2024 Annual Meeting. Mr. Roberts plans to retire as Chief Executive Officer of the Company effective July 1, 2024. He will remain Chairman of the Board following his retirement as Chief Executive Officer. A graduate of the University of Arkansas, he served as Chief Executive Officer and President of the Company from 2010 to 2022 and as Executive Vice President and President of Dedicated Contract Services from 1997 to December 31, 2010. Joining the Company in 1989, he began his career as a Management Trainee and subsequently served as an EDI Services Coordinator, Regional Marketing Manager for the Intermodal and Truckload business units, Business Development Executive for DCS, and Vice President of Marketing Strategy for the Company.

  34. Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): None

    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

  35. Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): None

    | | James L. Robo Age: 61 Director Since: 2002 Committees Upon Election: Nominating and Corporate Governance Committee (Chair), Executive Compensation Committee, Independent Lead Director Principal Occupation: Private Investor Recommendation: The Board has determined that Mr. Robo’s financial expertise, leadership experience, and business experience gained through his leadership of a large complex corporation, qualify him to continue to serve as a Director of the Company. |

  36. Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): None

    Experience: Mr. Robo is a private investor and former Chairman and Chief Executive Officer of NextEra Energy, Inc., a leading clean energy company and NextEra Energy Partners, LP, a growth-oriented limited partnership formed by NextEra Energy, Inc. to acquire, manage, and own contracted clean energy projects. Mr. Robo served as Chief Executive Officer of NextEra Energy from 2012 until his retirement in 2022 and as Chairman from 2013 to 2022. Prior to joining NextEra Energy in 2002, Mr. Robo spent ten years at General Electric Company, serving as President and Chief Executive Officer of GE Mexico from 1997 until 1999 and as President and Chief Executive Officer of the GE Capital TIP/ Modular Space division from 1999 until February 2002. From 1984 through 1992, Mr. Robo worked for Mercer Management Consulting. He received a BA summa cum laude from Harvard College and an MBA from Harvard Business School, where he was a Baker Scholar. Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): NextEra Energy, Inc., NextEra Energy Partners, LP Other Directorships – Private Organizations (Prev. 5 Yrs.): Kayne Anderson BDC, Inc. (Chairman)

  37. Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): None

    | 22 | Proxy Statement J.B. Hunt Transport Services, Inc. |

  38. Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): None

    | | Shelley Simpson Age: 52 Director Since: Director Candidate Committees Upon Election: None Principal Occupation: J.B. Hunt Transport Services, Inc. Recommendation: The Board has determined that Ms. Simpson’s wide-ranging experience in the industry and nearly 30 years with J.B. Hunt in multiple roles provides significant experience to the Company and qualify her to serve as a Director of the Company. |

  39. Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): None

    Experience: Ms. Simpson has served as the Company’s President since August 2022 and will assume the additional role of Chief Executive Officer upon Mr. Roberts’s retirement from the position on July 1, 2024. A graduate of the University of Arkansas, Ms. Simpson joined the Company in 1994 as an hourly Customer Service Representative. Prior to being named President, she served as Executive Vice President of People and Human Resources from 2020 to 2022, Chief Commercial Officer from 2017 to 2022, and President of Highway Services from 2017 until 2020. She previously served separately as President of the Company’s Truckload and Integrated Capacity Solutions business segments as well as the Company’s Chief Marketing Officer.

  40. Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): None

    Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): None Other Directorships – Private Organizations (Prev. 5 Yrs.): Mercy Health Foundation NWA

  41. Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): None

    | J.B. Hunt Transport Services, Inc. Proxy Statement | 23 |

  42. Director Compensation

    Director Compensation

  43. Nonemployee Director Compensation Program

    Nonemployee Director Compensation Program The Company pays only nonemployee directors for their services as directors. Directors who are also officers or employees of the Company are not eligible to receive any of the compensation described below. For the annual period between the Company’s 2023 and 2024 Annual Meetings, compensation for nonemployee directors serving on the Board was as follows:

  44. Nonemployee Director Compensation Program

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

  45. Nonemployee Director Compensation Program

    | ● | an annual retainer of $20,000, paid in cash, to each member of the Audit Committee |

  46. Nonemployee Director Compensation Program

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

  47. Nonemployee Director Compensation Program

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

  48. Nonemployee Director Compensation Program

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

  49. Nonemployee Director Compensation Program

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

  50. Nonemployee Director Compensation Program

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

  51. Nonemployee Director Compensation Program

    | ● | an annual retainer of $25,000 paid in cash to the Independent Lead Director |

  52. Nonemployee Director Compensation Program

    In January 2024, the Executive Compensation Committee reviewed a summary of various compensation packages awarded to directors of the Company’s peer group compiled by Meridian Compensation Partners, LLC. Based on this review, the Executive Compensation Committee recommended and the Board of Directors approved the following compensation for the annual period beginning after our 2024 Annual Meeting. All of the following amounts may be paid in Company stock, cash, or any combination thereof at the election of each director:

  53. Nonemployee Director Compensation Program

    | ● | an annual retainer of $280,000 |

  54. Nonemployee Director Compensation Program

    | ● | an annual retainer of $20,000, to each member of the Audit Committee |

  55. Nonemployee Director Compensation Program

    | ● | an annual retainer of $15,000, to each member of the Executive Compensation Committee |

  56. Nonemployee Director Compensation Program

    | ● | an annual retainer of $10,000, to each member of the Nominating and Corporate Governance Committee |

  57. Nonemployee Director Compensation Program

    | ● | an additional annual retainer of $25,000, to the Audit Committee Chairperson |

  58. Nonemployee Director Compensation Program

    | ● | an additional annual retainer of $25,000, to the Executive Compensation Committee Chairperson |

  59. Nonemployee Director Compensation Program

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

  60. Nonemployee Director Compensation Program

    | ● | an annual retainer of $25,000, to the Independent Lead Director |

  61. Process for Reviewing and Setting Nonemployee Director Compensation

    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 46 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.

  62. Process for Reviewing and Setting Nonemployee Director Compensation

    | 24 | Proxy Statement J.B. Hunt Transport Services, Inc. |

  63. Board of Director Compensation Paid in Calendar Year 2023

    Board of Director Compensation Paid in Calendar Year 2023

  64. Board of Director Compensation Paid in Calendar Year 2023

    | Board Member | Salary ($) | Fees Paid in Cash ($) | Fees Paid in Stock ($) | Restricted Share or Stock Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Francesca M. Edwardson | — | 30,000 | 267,350 | — | — | — | — | 297,350 | | Wayne Garrison | — | 267,500 | — | — | — | — | — | 267,500 | | Sharilyn S. Gasaway | — | 70,000 | 267,350 | — | — | — | — | 337,350 | | Thad Hill | — | 50,000 | 267,350 | — | — | — | — | 317,350 | | Bryan Hunt | — | 267,500 | — | — | — | — | — | 267,500 | | Persio Lisboa | — | 110,250 | 187,247 | — | — | — | — | 297,497 | | James L. Robo | — | 60,000 | 267,350 | — | — | — | — | 327,350 | | Kirk Thompson | 443,799 | — | — | — | — | — | 12,738(1) | 456,537 |

  65. Board of Director Compensation Paid in Calendar Year 2023

    (1) Includes $170 taxable allowance for annual physical, $3,901 taxable allowance for financial counseling services, $2,010 for gifts and awards, and $6,657 in Company contributions to 401(k) plan. In 2023, each nonemployee member of the Board had the choice of receiving his or her base annual retainer of $267,500 in Company stock, cash, or any combination thereof. Those directors choosing to receive their full retainer in Company stock received 1,572 shares based on the $170.07 closing market price on April 27, 2023. Persio Lisboa elected to receive 70% of his retainer in stock, totaling 1,101 shares based on the aforementioned closing market price. Wayne Garrison and Bryan Hunt elected to receive their annual retainer in cash. To more closely align his or her interests with those of the shareholders, each Board member is required to own three times his or her estimated annual compensation in Company stock within five years of his or her initial shareholder election to the Board. All Board members comply with this requirement or are within the applicable five-year accumulation period. Nonemployee members of the Board did not participate in either a company-sponsored pension or deferred compensation plan in calendar year 2023.

  66. Board of Director Compensation Paid in Calendar Year 2023

    | J.B. Hunt Transport Services, Inc. Proxy Statement | 25 |

  67. Executive Compensation Committee

    | ● | assess the adequacy and competitiveness of the Company’s executive and director compensation programs, |

  68. Introduction

    | ● | 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, |

  69. Introduction

    | ● | 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, |

  70. Introduction

    | ● | reviews and approves equity-based compensation awards under the Company’s MIP, as amended and restated, for the Section 16 reporting officers, |

  71. Introduction

    | ● | establishes and certifies the achievement of performance goals under the Company’s incentive and performance-based compensation plans, |

  72. Introduction

    The Chairman of the Board recommends to the Compensation Committee the form and amount of compensation to be paid to the Chief Executive Officer. The Chief Executive Officer provides recommendations to the Compensation Committee regarding the form and amount of compensation to be paid to the other executive officers. Additionally, the Chairman of the Board, the Chief Executive Officer, President, and the Chief Financial Officer regularly attend Compensation Committee meetings, except for executive sessions. Upon request, management has provided to the Compensation Committee historical and prospective breakdowns of primary compensation components for each executive officer, wealth accumulation analyses, and internal pay equity analyses, as described in more detail below. At our 2023 Annual Meeting, the shareholders approved, on an advisory basis, the compensation of the named executive officers (97.4% of votes cast). The Compensation Committee believes this level of shareholder support reflects a strong endorsement of the Company’s compensation policies and decisions. The Compensation Committee has considered the results of the last advisory vote on executive compensation in determining the Company’s compensation policies and decisions for 2024 and has determined that these policies and decisions are appropriate and in the best interests of the Company and its shareholders at this time. In addition, at our 2023 Annual Meeting, the shareholders voted for approval of a frequency of holding advisory votes every year with respect to named executive officer compensation (98.2% of votes cast). Accordingly, an advisory vote on executive compensation has been included as Proposal Number Two within this Proxy Statement. In 2023, the Compensation Committee engaged Meridian Compensation Partners, LLC (Meridian) to review the Company’s executive compensation policies and practices. Meridian was also directed to assist with the development of a comparable peer group for executive compensation purposes and to benchmark compensation levels for the NEOs. Meridian is retained by, and reports to, the Compensation Committee to provide compensation analyses and consultation at the Committee’s request, and Meridian participated in all of the regularly scheduled Compensation Committee meetings in 2023. The Committee has assessed the independence of Meridian pursuant to applicable SEC and NASDAQ rules and concluded that Meridian’s work for the Committee does not raise any conflict of interest. Historically, the Compensation Committee meets during the first quarter to finalize discussion regarding the Company’s performance goals for the previous and current year with respect to performance-based compensation to be paid to executive officers, to review and discuss the CD&A with management, and to approve its report for the Proxy Statement. These goals are approved within 90 days of the beginning of the year. In addition, during this and other regularly scheduled meetings throughout the year, the Compensation Committee meets to:

  73. Introduction

    | ● | review base compensation, bonus, and MIP award analyses, |

  74. Introduction

    | ● | approve the engagement of the compensation consultant for annual executive and director compensation surveys, |

  75. Introduction

    | ● | review and discuss information provided by the compensation consultant and the recommendations made by the Chairman of the Board and the Chief Executive Officer, |

  76. Introduction

    | ● | approve short-term cash bonus and long-term incentive awards, and |

  77. Compensation Philosophy and Principles

    | ● | 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. |

  78. Compensation Philosophy and Principles

    | ● | 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.” |

  79. Benchmarking Against a Peer Group

    Benchmarking Against a Peer Group The Compensation Committee engaged Meridian to perform a competitive market assessment for the NEOs to evaluate base salary, target annual incentives, target total cash compensation, long-term incentives, and total direct compensation. The assessment involved the use of a peer group, as noted below, consisting of 14 transportation and logistics companies in the national marketplace as well as companies of comparable size, complexity of operations, or similar customer base. These companies represent both business competition and the most relevant labor market for our executives.

  80. Benchmarking Against a Peer Group

    | 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. | |

  81. Benchmarking Against a Peer Group

    No changes were made to the peer group in 2023.

  82. Compensation Analysis Tools

    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.

  83. Long-Term Compensation Analyses and Policies

    Long-Term Compensation Analyses and Policies With respect to long-term, equity-based awards, the Company maintains the MIP. The MIP was originally adopted and approved by the Board on March 17, 1989, and an amended and restated MIP was subsequently approved by the shareholders on May 11, 1995. The MIP has been amended and restated a number of times since its adoption, and all amendments requiring approval of the shareholders have been approved, with the last approval occurring at our Annual Meeting of Shareholders held in 2017. As of December 31, 2023, there were 44 million shares of common stock authorized for issuance under the MIP, of which approximately 3.9 million shares are available for future equity-based awards. Performance-based restricted share units, time-vested restricted share units, and stock options of the Company may be granted under the MIP in an effort to link future compensation to the long-term financial success of the Company. These equity-based awards are granted to executive officers, including the NEOs, and other key employees and are intended to attract and retain employees, to provide incentives to enhance job performance, and to enable those persons to participate in the long-term success and growth of the Company through an equity interest in the Company. The Company does not have a formal policy, but has an established practice described below, with respect to the granting of any form of equity compensation. The Company does not have a policy or practice of either timing equity-based compensation grants to current or new executive officers, or timing the release of material, nonpublic information to affect the value of executive compensation. Recommendations for all Section 16 filers, except for the Chairman of the Board and the Chief Executive Officer, are presented to the Compensation Committee by the Chief Executive Officer. The Chairman of the Board recommends to the Compensation Committee the award for the Chief Executive Officer. The Compensation Committee approves or adjusts the award using the above tools for all Section 16 filers, except for the Chairman of the Board and the Chief Executive Officer. The awards for the Chairman of the Board and Chief Executive Officer are recommended by the Compensation Committee and submitted for final approval to the Company’s independent Board members. This process occurs during our first-quarter Board and Committee meetings in late January of each year to better coincide with the reporting of annual financial and operating results. We consider this our annual award date. In 2023, annual award grants totaling 345,224 units were made on January 19, 2023, the date of the first-quarter Board meeting of 2023. Grants have been made in months other than the annual award dates on a limited basis. The limited exceptions to this grant-date practice have included, for example, the hiring or the promotion of an employee into a stock-eligible position. As stated above, the Company does not have a policy or practice of timing the grant of equity-based awards and the release of material, nonpublic information in a manner that would affect compensation for new or current executive officers, nor has it deliberately or knowingly done so. In the event that material, nonpublic information becomes known to the Compensation Committee, the Company, or its employees at a time when such information could affect or otherwise impact the imminent grant of equity-based compensation, management and the Compensation Committee will take the existence of such information under advisement and determine whether to delay the grant of such equity-based compensation to a later date to avoid the appearance of any impropriety.

  84. Long-Term Compensation Analyses and Policies

    | J.B. Hunt Transport Services, Inc. Proxy Statement | 47 |

  85. Stock Retention Policy

    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.

  86. Summary

    | ● | short-term and long-term compensation, and |

  87. Summary

    | ● | competitive compensation data, |

  88. Summary

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

  89. Elements of Compensation

    | ● | annual performance-based incentive cash bonus awards, |

  90. Elements of Compensation

    | ● | long-term incentive/equity-based compensation, |

  91. Elements of Compensation

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

  92. Elements of Compensation

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

  93. Elements of Compensation

    | ● | annual bonus and other compensation, |

  94. Elements of Compensation

    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:

  95. Elements of Compensation

    | ● | analysis of competitive compensation practices, and |

  96. Annual Bonus Award

    Annual Bonus Award The Company has in place a bonus plan tied to operating income (company bonus plan). Operating income is deemed an appropriate metric to determine operational efficiency and removes uncontrollable effects of change in income tax law. When management presents its budget for the year, the Compensation Committee establishes a matrix of reported results with corresponding bonus payout levels. These forecasted revenue and earnings results are based on customer freight trends, strategies for growth and controlling costs, and corporate strategies to maximize shareholder return. Once presented to the Board, the financial budget and bonus plan matrix remains fixed, though management continually reforecasts expectations based on actual results and on changing facts and assumptions. Changes in uncontrollable factors such as general economic conditions, railroad or port authority service issues, or rapidly fluctuating fuel costs can have a significant impact on the Company’s actual financial results. Therefore, as the Company performs against the original budget, the executives’ bonus performs against the pre-established matrix. The Compensation Committee has, from time to time, utilized a second bonus plan, referred to as the Performance Growth Incentive (PGI) plan, tied to year-over-year revenue growth and EBT, but discontinued this plan for 2023.

  97. Annual Bonus Award

    | J.B. Hunt Transport Services, Inc. Proxy Statement | 53 |

  98. Annual Bonus Payout

    Annual Bonus Payout For 2023, the company bonus plan was based on annual reported operating income and consisted of a single payout to be made in January 2024 based on the full year 2023 operating income matrix approved by the Compensation Committee. The established matrix consisted of operating income ranging from $1.24 billion to $1.7 billion, translating to annual bonus payout percentages ranging from 15% to 185% of the Chief Executive Officer’s and the President’s base salaries and 15% to 160% of all other NEO’s base salary. The 2023 annual bonus payout targets compared with actual reported operating income and actual payout percentages were as follows:

  99. Annual Bonus Payout

    | | Operating Income ($) (millions) | | | | Bonus Payout % of Salary | | | | | Period | Min. | Target | Max. | Reported | Min. | Target | Max. | Actual | | Annual (CEO & President) | 1,243 | 1,462 | 1,681 | 993 | 15.0 | 105.0 | 185.0 | - | | Annual (All Other NEOs) | 1,243 | 1,462 | 1,681 | 993 | 15.0 | 80.0 | 160.0 | - |

  100. Annual Bonus Payout

    No annual payout was made under the company bonus plan for 2023, as actual operating income for 2023 did not meet the targeted performance range.

  101. Long-Term, Equity-Based Award

    Long-Term, Equity-Based Award Each executive is eligible to receive a long-term incentive award of performance-based restricted share units. Performance-based restricted share units are intended to help achieve the objectives of the compensation program, including the retention of high-performing and experienced talent, a career orientation, and strong alignment with shareholders’ interests. The performance-based restricted share units are awarded and settled from shares reserved for issuance under the MIP. The Compensation Committee approves or adjusts the award based on the above criteria for all NEOs. The awards for the Company’s Chairman of the Board and Chief Executive Officer are presented for final approval to the Company’s independent Board members. The Compensation Committee believes that performance-based restricted share units must be sufficient in size to provide a strong, long-term performance and retention incentive for executives and to increase their vested interest in the Company. Performance-based restricted share units are used as long-term incentives because they are less dilutive to shares outstanding and to profits. Performance-based restricted share units generally vest over a time period ranging from three to ten years. For 2023, the Compensation Committee granted two types of performance-based restricted share units to the NEOs of the Company: those based on operating income and those based on ROIC/EBITDA. Three-fourths of the annual NEO restricted share units awarded are subject to future annual operating income targets with incremental vesting, consistent with past awards, while the remaining one-fourth are contingent on two additional metrics measured cumulatively over three years with single cliff vesting at the end of the three-year performance period. For grants based on operating income, each grant typically vests incrementally over a vesting schedule ranging from three to ten years, subject to service and performance conditions. Each portion that vests in a particular year, or each tranche, of performance-based awards is contingent on the Company’s attainment of predetermined performance goals established by the Compensation Committee. Historically, the Compensation Committee has predominantly set operating income targets for each tranche of performance-based restricted share units granted to NEOs. Therefore, while an NEO may receive a grant that vests over a period of years, the operating income performance goal must be met for each tranche in order for the NEO to receive the full value of the grant. Failure to meet the operating income goal for any tranche would cause that portion of the total grant to be forfeited by the NEO.

  102. Long-Term, Equity-Based Award

    | 54 | Proxy Statement J.B. Hunt Transport Services, Inc. |

  103. Long-Term, Equity-Based Award

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

  104. Long-Term, Equity-Based Award

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

  105. Long-Term, Equity-Based Award

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

  106. Long-Term, Equity-Based Award

    | J.B. Hunt Transport Services, Inc. Proxy Statement | 55 |

  107. Long-Term, Equity-Based Award

    The Compensation Committee believes that restricted share units are currently more effective than stock options in achieving the Company’s compensation objectives, as these grants are subject to less market volatility and are less dilutive to shareholders. NEOs realize immediate value as restricted share units vest, with such value increasing as the Company’s stock performance increases. Cash dividends are not paid and there are no voting rights on unvested restricted share units. In determining the number of performance-based restricted share unit grants for each NEO, the Compensation Committee reviewed peer market data provided by Meridian and a detailed analysis of each NEO’s vested and unvested stock holdings. In considering unvested stock holdings, the Committee reviewed a forecast of the timing of potential future restricted stock unit vesting for each NEO over the next ten years. The Compensation Committee subjectively considered the following objectives (without any particular weighting) when determining the form and amount of performance-based restricted share units granted to NEOs in 2023:

  108. Long-Term, Equity-Based Award

    | ● | align NEOs’ long-term interests with those of the Company’s shareholders, |

  109. Long-Term, Equity-Based Award

    | ● | strengthen retention hooks for NEOs over the long term, |

  110. Long-Term, Equity-Based Award

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

  111. Long-Term, Equity-Based Award

    | ● | reinforce share holdings of NEOs, |

  112. Long-Term, Equity-Based Award

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

  113. Long-Term, Equity-Based Award

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

  114. Long-Term, Equity-Based Award

    | 56 | Proxy Statement J.B. Hunt Transport Services, Inc. |

  115. Long-Term, Equity-Based Award

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

  116. Long-Term, Equity-Based Award

    | | Annual Operating Income Performance-Based Units (#) | Annual ROIC/EBITDA(1) Performance-Based Units (#) | Total Fair Value ($) | | John N. Roberts, III | 30,027 | 10,009 | 7,204,478 | | John Kuhlow | 8,115 | 2,705 | 1,947,059 | | Shelley Simpson | 16,231 | 5,410 | 3,894,298 | | Nicholas Hobbs | 9,738 | 3,246 | 2,336,471 | | Darren Field | 9,738 | 3,246 | 2,336,471 |

  117. Long-Term, Equity-Based Award

    (1) One-half of these annual restricted share units are based on ROIC targets and another one-half are based on EBITDA targets, as further discussed in this section above. The fair value of the awards was based on a 2.64% discount from the Company’s closing stock price of $184.83 on January 19, 2023. The discount represents the present values of expected dividends to be paid on the Company’s common stock, using the current dividend rate and the risk-free interest rate, over the vesting period. The Company believes that these discounts are appropriate to value the restricted share units, as the units do not collect or accrue dividends until the awards vest and are settled with Company stock. The 2023 NEO annual awards shown above vest in annual increments over four years, beginning January 31, 2024, or cliff vest on March 31, 2026, subject to the Compensation Committee’s certification of the Company’s attainment of predetermined operating metrics. For the first tranche of three-year ROIC/EBITDA awards granted to the named executive officers in 2020, the Compensation Committee certified in March 2023 that the Company achieved an EBITDA compound annual growth rate of 17.0% and ROIC relative to the peer group at the 67.9th percentile for the three-year performance period ended December 31, 2022. These compared to a targeted EBITDA compound annual growth rate range of 5-10% and a targeted ROIC range relative to the peer group at the 50th-100th percentile. As a result, the EBITDA portion of the 2020 awards vested at the 150.0% level and the ROIC portion of the awards vested at the 135.8% level on March 31, 2023. The annual installment of the previously granted operating income-based awards also vested on January 31, 2023 based on the Company’s 2022 operating income of $1.33 billion.

  118. Severance Agreements

    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.

  119. Severance Agreements

    | J.B. Hunt Transport Services, Inc. Proxy Statement | 59 |

  120. Summary Compensation

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(1) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | John N. Roberts, III CEO | 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 | | | 2021 | 937,115 | 6,042,085 | — | 1,786,000 | — | 36,681 | 8,801,881 | | John Kuhlow CFO, CAO, and EVP | 2023 | 519,231 | 1,947,059 | — | — | — | 30,352 | 2,496,642 | | | 2022 | 466,346 | 1,806,680 | — | 672,125 | — | 14,233 | 2,959,384 | | | 2021 | 400,000 | 1,702,642 | — | 660,000 | — | 10,400 | 2,773,042 | | Shelley Simpson President | 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 | | | 2021 | 600,000 | 2,043,170 | — | 990,000 | — | 33,631 | 3,666,801 | | Nicholas Hobbs COO, President of Contract Services, and EVP | 2023 | 669,231 | 2,336,471 | — | — | — | 31,447 | 3,037,149 | | | 2022 | 622,116 | 2,197,377 | — | 884,375 | — | 21,801 | 3,725,669 | | | 2021 | 600,000 | 2,043,170 | — | 990,000 | — | 28,212 | 3,661,382 | | Darren Field President of Intermodal and EVP | 2023 | 569,231 | 2,336,471 | — | — | — | 19,221 | 2,924,923 | | | 2022 | 516,346 | 2,197,377 | — | 742,875 | — | 24,351 | 3,480,949 | | | 2021 | 444,231 | 2,043,170 | — | 742,500 | — | 20,665 | 3,250,566 |

  121. Grants of Plan-Based Awards for 2023

    Grants of Plan-Based Awards for 2023 The following table reflects estimated possible payouts under equity and non-equity incentive plans to the NEOs during 2023. The Company’s non-equity incentive-based awards are granted to the NEOs based upon pre-established performance goals set annually by the Compensation Committee with a performance period equal to the calendar year for which the performance goals are set. Equity-based awards are subject to performance periods ranging from one to three years, as further described on page 54 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 54 under “Long-Term, Equity-Based Award.” Dividends are not paid on unvested awards of performance-based or time-vested restricted share units. In 2023, NEOs were eligible to earn a cash bonus under the non-equity incentive award plan based on the Company’s operating income for the calendar year. Please refer to page 53 under “Annual Bonus Award” for further detail.

  122. Grants of Plan-Based Awards for 2023

    | | | Estimated Possible Payouts Under Non-Equity Incentive Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards | All Other Option Awards | | | | Name/ Award | Grant Date | Threshold ($) | Target ($) | Maximum ($)(1) | Threshold (#) | Target (#)(2) | Maximum (#) | Number of Shares of Stock or Units (#) | Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | John N. Roberts, III | | | | | | | | | | | | | AOI | 1/19/23 | — | — | — | 7,506 | 30,027 | 30,027 | — | — | — | 5,403,358 | | EBITDA | 1/19/23 | — | — | — | 2,502 | 5,005 | 7,507 | — | — | — | 900,650 | | ROIC | 1/19/23 | — | — | — | 5,004 | 5,004 | 10,008 | — | — | — | 900,470 | | CBP | 1/19/23 | 150,000 | 1,050,000 | 1,850,000 | — | — | — | — | — | — | — | | John Kuhlow | | | | | | | | | | | | | AOI | 1/19/23 | — | — | — | 2,028 | 8,115 | 8,115 | — | — | — | 1,460,295 | | EBITDA | 1/19/23 | — | — | — | 676 | 1,353 | 2,029 | — | — | — | 243,472 | | ROIC | 1/19/23 | — | — | — | 1,352 | 1,352 | 2,704 | — | — | — | 243,292 | | CBP | 1/19/23 | 78,750 | 420,000 | 840,000 | — | — | — | — | — | — | — | | Shelley Simpson | | | | | | | | | | | | | AOI | 1/19/23 | — | — | — | 4,057 | 16,231 | 16,231 | — | — | — | 2,920,768 | | EBITDA | 1/19/23 | — | — | — | 1,352 | 2,705 | 4,057 | — | — | — | 486,765 | | ROIC | 1/19/23 | — | — | — | 2,705 | 2,705 | 5,410 | — | — | — | 486,765 | | CBP | 1/19/23 | 120,000 | 840,000 | 1,480,000 | — | — | — | — | — | — | — |

  123. Grants of Plan-Based Awards for 2023

    | 62 | Proxy Statement J.B. Hunt Transport Services, Inc. |

  124. Grants of Plan-Based Awards for 2023

    | | | 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 | 1/19/23 | — | — | — | 2,434 | 9,738 | 9,738 | — | — | — | 1,752,353 | | EBITDA | 1/19/23 | — | — | — | 811 | 1,623 | 2,434 | — | — | — | 292,059 | | ROIC | 1/19/23 | — | — | — | 1,623 | 1,623 | 3,246 | — | — | — | 292,059 | | CBP | 1/19/23 | 101,250 | 540,000 | 1,080,000 | — | — | — | — | — | — | — | | Darren Field | | | | | | | | | | | | | AOI | 1/19/23 | — | — | — | 2,434 | 9,738 | 9,738 | — | — | — | 1,752,353 | | EBITDA | 1/19/23 | — | — | — | 811 | 1,623 | 2,434 | — | — | — | 292,059 | | ROIC | 1/19/23 | — | — | — | 1,623 | 1,623 | 3,246 | — | — | — | 292,059 | | CBP | 1/19/23 | 86,250 | 460,000 | 920,000 | — | — | — | — | — | — | — |

  125. Grants of Plan-Based Awards for 2023

    (1) This column reflects the maximum non-equity incentive award each NEO was eligible to receive for 2023 under the percentage assigned to each NEO for the cash bonus pools. No bonuses were earned for 2023, as reported in the Summary Compensation Table shown on page 60 of this Proxy Statement. (2) This column reflects the number of performance-based restricted share units that were granted to the NEOs in 2023. (3) The fair value of the awards was based on a 2.64% discount from the Company’s closing stock price of $184.83 on January 19, 2023, measured at the target performance level. The discount represents the present value of expected dividends to be paid on the Company’s common stock, using the current dividend rate and the risk-free interest rate, over the vesting period. The Company believes that this discount is appropriate to value the performance-based restricted share units, as the units do not collect or accrue dividends until the awards vest and are settled with Company stock. Performance-based restricted share units subject to EBITDA and ROIC are recorded at their target of 100% of the units granted. Key to Plan-Based Awards Table: AOI – Annual Operating Income Performance-Based Units EBITDA – Annual EBITDA Performance-Based Units ROIC – Annual ROIC Performance-Based Units CBP – Company Bonus Plan

  126. Grants of Plan-Based Awards for 2023

    | J.B. Hunt Transport Services, Inc. Proxy Statement | 63 |

  127. Outstanding Equity Awards at Calendar Year-end 2023

    Outstanding Equity Awards at Calendar Year-end 2023 As of December 31, 2023, there were no outstanding stock options held by the NEOs. The following table sets forth information concerning restricted share units held by the NEOs as of December 31, 2023.

  128. Outstanding Equity Awards at Calendar Year-end 2023

    | 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) | | John N. Roberts, III | | | 9,425 | 1,882,550 | | | | | 15,810 | 3,157,889 | | | | | 10,539 | 2,105,060 | | | | | 18,945 | 3,784,074 | | | | | 8,420 | 1,681,811 | | | | | 30,027 | 5,997,593 | | | | | 10,009 | 1,999,198 | | John Kuhlow | 303 | 60,521 | | | | | | | 7,471 | 1,492,258 | | | | | 4,456 | 890,041 | | | | | 2,970 | 593,228 | | | | | 5,193 | 1,037,250 | | | | | 2,307 | 460,800 | | | | | 8,115 | 1,620,890 | | | | | 2,705 | 540,297 | | Shelley Simpson | | | 3,279 | 654,947 | | | | | 3,735 | 746,029 | | | | | 5,346 | 1,067,810 | | | | | 3,564 | 711,873 | | | | | 6,315 | 1,261,358 | | | | | 2,806 | 560,470 | | | | | 25,992 | 5,191,642 | | | | | 16,231 | 3,241,980 | | | | | 5,410 | 1,080,593 | | Nicholas Hobbs | | | 3,279 | 654,947 | | | | | 3,735 | 746,029 | | | | | 5,346 | 1,067,810 | | | | | 3,564 | 711,873 | | | | | 6,315 | 1,261,358 | | | | | 2,806 | 560,470 | | | | | 9,738 | 1,945,068 | | | | | 3,246 | 648,356 |

  129. Outstanding Equity Awards at Calendar Year-end 2023

    | 64 | Proxy Statement J.B. Hunt Transport Services, Inc. |

  130. Outstanding Equity Awards at Calendar Year-end 2023

    | 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) | | Darren Field | 687 | 137,221 | | | | | | | 7,162 | 1,430,538 | | | | | 7,759 | 1,549,783 | | | | | 5,346 | 1,067,810 | | | | | 3,564 | 711,873 | | | | | 6,315 | 1,261,358 | | | | | 2,806 | 560,470 | | | | | 9,738 | 1,945,068 | | | | | 3,246 | 648,356 |

  131. Outstanding Equity Awards at Calendar Year-end 2023

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

  132. Components of Nonqualified Deferred Compensation for Calendar Year 2023

    Components of Nonqualified Deferred Compensation for Calendar Year 2023 We have a nonqualified deferred compensation plan that allows eligible employees to defer a portion of their compensation. Participants can elect to defer up to a maximum of 50% of their base salary as well as up to 85% of their bonus for the year. The compensation deferred under this plan is credited with earnings or losses of investments elected by plan participants. Each participant is fully vested in all deferred compensation and earnings; however, these amounts are subject to general creditor claims until actually distributed to the employee. A participant may elect to receive deferred amounts in one payment or in quarterly installments payable over a period of two to 25 years upon reaching the age of 55, having 15 years of service, or becoming disabled. Our total liability under this plan was $31,595,221 as of December 31, 2023, and $25,148,974 as of December 31, 2022. These amounts are included in other long-term liabilities in our Consolidated Balance Sheets. Participant withholdings are held by a trustee and invested as directed by participants. These investments are included in “other assets” in our Consolidated Balance Sheets and totaled $31,595,221 as of December 31, 2023, and $25,148,974 as of December 31, 2022. No NEO participated in our nonqualified deferred compensation plan in 2023.

  133. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act), we are providing the following information about the relationship of the annual total compensation of our “median employee” and the annual total compensation of our CEO. For 2023, our last completed fiscal year:

  134. CEO Pay Ratio

    | ● | The median of the annual total compensation of all of the Company’s employees, other than our CEO, was $66,919. |

  135. CEO Pay Ratio

    | ● | The annual total compensation of our CEO was $8,256,333. |

  136. CEO Pay Ratio

    | ● | Based on this information, the ratio for 2023 of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was 123 to 1. |

  137. CEO Pay Ratio

    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:

  138. CEO Pay Ratio

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

  139. CEO Pay Ratio

    | ● | 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. |

  140. CEO Pay Ratio

    | ● | 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. |

  141. CEO Pay Ratio

    | ● | 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. |

  142. CEO Pay Ratio

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

  143. CEO Pay Ratio

    To determine the annual total compensation of the “median employee” for 2023, we identified and calculated the elements of compensation for this identified employee in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.

  144. CEO Pay Ratio

    | J.B. Hunt Transport Services, Inc. Proxy Statement | 69 |

  145. Pay Versus Performance

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

  146. Pay Versus Performance

    | Pay versus Performance Table | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total For PEO ($)(1) (b) | Compensation Actually Paid to PEO ($)(2) (c) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) (d) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) (e) | Total Shareholder Return ($)(5) (f) | Peer Group Total Shareholder Return ($)(6) (g) | Net Income ($) (thousands)(7) (h) | Operation Income ($) (thousands)(8) (i) | | 2020 | 7,453,372 | 10,215,473 | 3,552,426 | 3,597,136 | 118.10 | 121.49 | 506,035 | 713,119 | | 2021 | 8,801,881 | 16,995,242 | 3,337,948 | 6,489,537 | 177.90 | 164.69 | 760,806 | 1,045,530 | | 2022 | 9,240,455 | 5,614,863 | 4,745,765 | 3,310,170 | 153.12 | 135.94 | 969,351 | 1,331,553 | | 2023 | 8,256,333 | 12,654,140 | 3,293,057 | 4,956,985 | 177.00 | 162.05 | 728,287 | 993,196 |

  147. Pay Versus Performance

    (1) This column lists the total compensation amount for our principal executive officer (PEO), John N. Roberts, III, reported in the Summary Compensation Table shown on page 60 of this Proxy Statement. (2) For each year listed, this column is calculated as follow:

  148. Pay Versus Performance

    | | | 2020 | 2021 | 2022 | 2023 | | | Total Compensation as reported SCT | $7,453,372 | $8,801,881 | $9,240,455 | $8,256,333 | | (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) | | Add | Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year | - | - | - | - | | Add | Fair value of stock awards granted in covered fiscal year and that are unvested at end of such covered fiscal year – valued at year-end | 7,779,212 | 8,384,433 | 5,735,618 | 7,785,675 | | 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 | | 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 | | (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 |

  149. Pay Versus Performance

    | 70 | Proxy Statement J.B. Hunt Transport Services, Inc. |

  150. Pay Versus Performance

    (3) This column lists the average total compensation amount for our other non-PEO NEOs reported in the Summary Compensation Table shown on page 60 of this Proxy Statement or for the years 2020, reported in the Summary Compensation Table included in our 2021 Proxy Statement filed on March 18, 2021. The non-PEO NEOs included are as follows: 2020 David G. Mee – former Chief Financial Officer and Executive Vice President, Finance/Administration John Kuhlow – Chief Financial Officer, Chief Accounting Officer, and Executive Vice President Shelley Simpson – Chief Commercial Officer and Executive Vice President of People and Human Resources Nicholas Hobbs – Chief Operating Officer, President of Contract Services, and Executive Vice President Darren Field – President of Intermodal and Executive Vice President Terrence D. Matthews – former President of Intermodal and Executive Vice President 2021 John Kuhlow – Chief Financial Officer, Chief Accounting Officer, and Executive Vice President Shelley Simpson – Chief Commercial Officer and Executive Vice President of People and Human Resources Nicholas Hobbs – Chief Operating Officer, President of Contract Services, and Executive Vice President Darren Field – President of Intermodal and Executive Vice President 2022 and 2023 John Kuhlow – Chief Financial Officer, Chief Accounting Officer, and Executive Vice President Shelley Simpson – President Nicholas Hobbs – Chief Operating Officer, President of Contract Services, and Executive Vice President Darren Field – President of Intermodal and Executive Vice President (4) For each year listed, this column is calculated as follow:

  151. Pay Versus Performance

    | | | 2020 | 2021 | 2022 | 2023 | | | Total Compensation as reported SCT | $3,552,426 | $3,337,948 | $4,745,765 | $3,293,057 | | (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) | | Add | Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year | - | - | - | - | | Add | Fair value of stock awards granted in covered fiscal year and that are unvested at end of such covered fiscal year – valued at year-end | 1,693,017 | 2,717,115 | 3,056,371 | 2,840,626 | | 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 | | 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 | | (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 |

  152. Pay Versus Performance

    (5) This column lists a cumulative 4-year total return of shareholders of our common stock and assumes the value of the investment (including reinvestment of dividends) was $100 on December 31, 2019 and tracks it through December 31, 2023. The stock price performance included in the column is not necessarily indicative of future stock price performance. (6) This column lists a cumulative 4-year total return of shareholders of a peer group calculated using the same method for column (f). For 2023 and 2022, the peer group used was that listed under the section titled "Benchmarking Against a Peer Group" on page 46 of this Proxy Statement. For 2021, the peer group used was the same as 2023 and 2022, with the omission of Union Pacific Corporation. For 2020, the peer group used was the same as 2021, with the addition of Kansas City Southern. Kansas City Southern was removed and replaced with Union Pacific Corporation due to the acquisition of Kansas City Southern by Canadian Pacific Railway Limited. Kansas City Southern was omitted from the 2021 peer group total shareholder return because its common stock was no longer listed for trading at the end of 2021. The cumulative 4-year total shareholder returns through December 31, 2023 of the former peer group (excluding both Union Pacific Corporation and Kansas City Southern), the current peer group, and the Company were $168.98, $162.05 and $177.00, respectively.

  153. Pay Versus Performance

    | J.B. Hunt Transport Services, Inc. Proxy Statement | 71 |

  154. Pay Versus Performance

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

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

    Description of the Relationship Between Compensation Actually Paid to Our Named Executive Officers and Company Performance The following graphs present the relationships between the compensation actually paid to our PEO and average compensation actually paid to our remaining reported NEOs to our total shareholder return, net income, operating income, and our peer group’s total shareholder return for the years ended 2021, 2022, and 2023.

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

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

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

    | Compensation Actually Paid vs. Operating Income | | |