Sector: Industrials
JB HUNT TRANSPORT SERVICES INC · Meeting: April 23, 2026
Directors FOR
8
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
Bryan Hunt is the son of company co-founders J.B. and Johnelle Hunt, creating a direct familial relationship to the founding family of the company; under the voting policy, a familial relationship to senior management or founders warrants an against vote as it raises independence concerns regardless of board classification; he is correctly classified as non-independent and serves on no board committees, but the founder-family relationship itself is the primary disqualifying factor for a shareholder-value-focused governance assessment.
For Analysis
Joined in 2025 and is exempt from the TSR trigger under the 24-month new-director exemption; holds two outside public company boards (Procter & Gamble and YUM! Brands), well within the four-board limit; strong financial and multinational executive credentials as former Walmart CFO.
Director since 2011 with relevant transportation and legal experience; JBHT's 3-year total shareholder return of +40.1% is strong positive, and the gap versus the company-disclosed peer group median is only -5.9 percentage points, far below the 65-point threshold required to trigger an against vote; no overboarding, attendance, or independence concerns.
Director since 2009 with accounting and finance expertise as a CPA and former CFO; holds one outside public board seat (Genesis Energy LP); TSR trigger does not apply given the -5.9pp gap versus peers is well below the 65pp threshold for strong-positive absolute TSR; serves appropriately as Audit Committee Chair.
Director since 2021 with capital markets and large-workforce management experience; holds one outside public board seat (Service Corporation International); TSR gap versus peers at -5.9pp is far below the 65pp trigger threshold; no attendance, independence, or overboarding concerns.
Director since 2023 and still within the 24-month new-director exemption window (joined 2023, meeting April 2026 is approximately 36 months — exemption has expired, but TSR trigger does not apply given -5.9pp gap vs peers is far below the 65pp threshold); holds relevant transportation industry experience as former CEO of Navistar; one outside public board seat; no attendance or independence concerns.
Executive Chairman and former long-serving CEO; the TSR trigger does not apply as JBHT's 3-year peer group gap is only -5.9pp, far below the 65pp threshold applicable to strong-positive absolute TSR; no overboarding concerns; classified non-independent as an insider, which is appropriate for his executive officer role.
Director since 2002 serving as Independent Lead Director; holds one current outside public board seat (Kayne Anderson BDC); strong financial, energy, and equipment-industry leadership experience; TSR trigger does not apply given the -5.9pp peer gap is far below the 65pp threshold; 100% meeting attendance reported.
President and CEO who joined the board in 2024; as an executive director she is subject to the same TSR trigger, but the -5.9pp gap versus the company-disclosed peer group is far below the 65pp threshold for strong-positive absolute TSR; her more than 30 years of operational experience at JBHT provides clear relevant expertise; no overboarding concerns.
The nine-director slate is largely sound — eight of nine nominees receive a FOR vote. The sole against vote is Bryan Hunt, son of company co-founders, whose familial relationship to the founding family raises independence concerns under the voting policy. The TSR trigger does not apply to any director: JBHT's 3-year total shareholder return of +40.1% is strong positive, and the company's underperformance versus its disclosed compensation peer group median is only -5.9 percentage points, far below the 65-point threshold required to trigger against votes. All directors attended 100% of board and committee meetings in 2025, and no director is overboarded.
CEO
Shelley Simpson
Total Comp
N/A
Prior Support
N/A
CEO Shelley Simpson received total compensation of $9,004,371 in 2025, consisting of $961,385 in base salary (approximately 11% of total), $6,927,529 in stock awards, and $1,067,421 in cash bonus — meaning roughly 89% of her pay was variable and performance-linked, well above the 50-60% policy minimum for senior executives. The compensation structure is aligned with shareholder interests: equity awards are split between performance-based restricted share units tied to ROIC metrics and time-vested awards with multi-year vesting periods of three to eight years, and the proxy discloses that certain performance-based awards were forfeited in 2026 due to failure to meet operating income and EBITDA targets, demonstrating that the incentive plan has real consequences. JBHT's 3-year total shareholder return of +40.1% modestly trails the disclosed peer group median of +46.0%, a gap of only -5.9 percentage points, which is far below the 20-percentage-point threshold that would trigger a pay-for-performance concern under the voting policy.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$1,888,000
Non-Audit Fees
$0
PwC received $1,888,000 in audit fees for 2025 with zero audit-related fees, zero tax fees, and zero other fees, producing a non-audit fee ratio of 0% — well below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for a $22.5 billion market cap company. Auditor tenure is not disclosed in the proxy, so no tenure trigger applies under the voting policy. No material financial restatements were identified.
Meeting held April 23, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Brett Biggs | 98.7% | 81.4M | 1.1M | ✓ Elected |
| Persio Lisboa | 97.6% | 80.5M | 2.0M | ✓ Elected |
| Thad (John B., III) Hill | 96.8% | 79.9M | 2.7M | ✓ Elected |
| Shelley Simpson | 95.7% | 79.1M | 3.5M | ✓ Elected |
| John N. Roberts, III | 94.5% | 78.0M | 4.6M | ✓ Elected |
| Francesca M. Edwardson | 94.1% | 77.7M | 4.9M | ✓ Elected |
| Bryan Hunt | 93.7% | 77.4M | 5.2M | ✓ Elected |
| Sharilyn S. Gasaway | 92.5% | 76.4M | 6.2M | ✓ Elected |
| James L. Robo | 87.3% | 72.0M | 10.5M | ✓ Elected |
Broker non-votes: 5.6M
Say on Pay
For 77.2M · Against 5.4M · Abstain 87,328
Auditor Ratification
For 88.1M · Against 51,551 · Abstain 136,467
The 2026 JBHT annual meeting ballot contains three standard proposals — director elections, auditor ratification, and a say-on-pay advisory vote — with no stockholder proposals present in the filing. Eight of nine director nominees receive a FOR vote; Bryan Hunt is the sole against recommendation due to his familial relationship as the son of the company's co-founders, which raises independence concerns under the voting policy. The auditor ratification and say-on-pay proposals both receive FOR votes, supported by zero non-audit fees, a well-structured performance-based compensation program, and no significant pay-for-performance misalignment.
14 companies disclosed in 2026 proxy filing
