JB HUNT TRANSPORT SERVICES INC (JBHT)
Sector: Industrials
2026 Annual Meeting Analysis
JB HUNT TRANSPORT SERVICES INC · Meeting: April 23, 2026
Directors FOR
8
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Bryan Hunt is the son of co-founders J.B. and Johnelle Hunt, creating a direct familial relationship to the company's founding family; per policy, a director with a familial relationship to senior management or founders warrants an against vote, particularly where the board designates him as non-independent and he serves on no committees that would provide additional oversight accountability.
For Analysis
Joined the board in 2025 and is exempt from the TSR underperformance trigger as a director with less than 24 months of tenure; brings strong financial expertise as a former CFO of Walmart with no overboarding or other concerns.
Director since 2011 with relevant transportation and legal experience; the 3-year TSR gap of -28.7pp versus the peer group median does not reach the 35pp threshold required to trigger an against vote, so no TSR flag applies.
Director since 2009 with deep accounting and finance credentials (CPA, former CFO); the 3-year peer group TSR gap of -28.7pp falls short of the 35pp trigger threshold, and she serves only on Genesis Energy in addition to JBHT, well within overboarding limits.
Director since 2021 with relevant financial and operational leadership experience; the 3-year peer group TSR gap of -28.7pp does not reach the 35pp trigger threshold, and he holds only one outside public company seat.
Director since 2023 and thus has less than 36 months of tenure; the 3-year peer group TSR gap of -28.7pp does not reach the 35pp trigger threshold, and his tenure only partially overlaps the underperformance period, which is noted as mitigating context.
Executive Chairman and long-tenured director since 2010; the company's 3-year TSR lag versus the peer group median is -28.7pp, which is below the 35pp threshold required to trigger an against vote under the named-peer-group standard, so no TSR flag fires despite his lengthy tenure during the underperformance period.
Director since 2002 serving as Independent Lead Director; despite a long tenure that fully overlaps the underperformance period, the 3-year peer group TSR gap of -28.7pp does not reach the 35pp trigger threshold, and he holds only the Kayne Anderson BDC seat in addition to JBHT, within overboarding limits.
CEO and director since 2024 and therefore has less than 24 months of board tenure, making her exempt from the TSR underperformance trigger; her deep operational experience with JBHT over 30+ years is relevant, and she holds no outside public company board seats.
The policy votes FOR eight of nine director nominees. The 3-year TSR gap of -28.7pp versus the company's disclosed peer group median does not cross the 35pp threshold required to trigger against votes under the named-peer-group standard, so no TSR-based against votes apply. Bryan Hunt receives an AGAINST vote solely due to his familial relationship with the founding family — he is the son of co-founders J.B. and Johnelle Hunt — which raises independence and potential entrenchment concerns under the policy's familial-relationship rule. All other directors meet attendance, independence, qualification, and overboarding standards.
Say on Pay
✓ FORCEO
Shelley Simpson
Total Comp
N/A
Prior Support
N/A
CEO Shelley Simpson received total compensation of approximately $9.0 million in 2025, consisting of a base salary of $961,385, stock awards of $6.9 million (split between performance-based restricted share units tied to ROIC goals and time-vested units), and a cash bonus of $1.07 million — meaning roughly 89% of her total pay is variable or performance-linked, well above the 50-60% minimum threshold the policy requires. The pay structure uses a meaningful long-term metric (return on invested capital, or ROIC) for the equity component, which is a multi-year operational measure that aligns executive outcomes with shareholder value, satisfying the pay-quality screen. While JBHT's stock has lagged its disclosed peer group median by 28.7 percentage points over three years, variable pay does not appear materially above benchmark for the CEO role at this market cap, and the incentive plan demonstrates real performance conditions including documented forfeitures of awards that did not meet operating income or EBITDA targets, confirming that the pay-for-performance linkage is functioning as intended.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers is a Big 4 firm fully appropriate for a company of JBHT's size and complexity. Auditor tenure is not disclosed in the proxy text provided, so the tenure trigger cannot fire — per policy, the absence of tenure disclosure means we vote FOR and note it as a minor negative factor. No fee data was included in the filing text provided, so the non-audit fee ratio test cannot be applied, and we default to FOR in the absence of disqualifying data. No material restatements are disclosed.
Overall Assessment
The 2026 JBHT annual meeting presents three standard proposals. The director slate receives broad support with one exception — Bryan Hunt is voted against due to his familial relationship as the son of the company's founders, a governance concern independent of stock performance. The Say on Pay vote receives a FOR determination because CEO pay is predominantly variable and tied to meaningful performance conditions, including demonstrated forfeitures of equity awards that missed targets, even though the stock has underperformed the peer group over three years.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing