Bryan Hunt, Jr.
HUNT J B TRANSPORT SERVICESAbout Bryan Hunt, Jr.
Bryan Hunt, Jr. (age 66) has served on JBHT’s board since 1991; he is currently classified as a non‑independent director and his principal occupation is with Hunt Automotive Group . He previously worked at JBHT from 1983–1997, and holds University of Arkansas degrees in marketing and transportation; he is the son of company co‑founders J.B. and Johnelle Hunt (a principal shareholder) . As of February 18, 2025, he beneficially owned 70,697 JBHT shares (<1% of outstanding) . Board engagement: all directors attended 100% of 2024 board and committee meetings (5 board, 18 committee) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.B. Hunt Transport Services, Inc. | Employee (various roles) | 1983–1997 | Long-standing company knowledge cited as valuable to the Board |
| Progressive Car Finance | Managing Member | Not disclosed (current) | Auto dealer finance expertise |
| 71B Auto Auction | Managing Member | Not disclosed (current) | Auto auction operations experience |
| 71B Mobile Auto Auction | Managing Member | Not disclosed (current) | Auto auction operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AmeriTrust Financial Technologies, Inc. (public; prior 5 yrs) | Director | Not disclosed | Listed under “Other Directorships – Publicly Held Companies (Prev. 5 Yrs.)” |
| PowerBand Solutions, Inc. (public; prior 5 yrs) | Director | Not disclosed | Listed in 2024 proxy nominees table |
| The New School (private; prior 5 yrs) | Board/Trustee (not specified) | Not disclosed | Listed under private organizations |
| Razorback Foundation (private; prior 5 yrs) | Board/Trustee (not specified) | Not disclosed | Listed under private organizations |
Board Governance
- Independence status: Non‑independent (family relationship; son of co‑founders) .
- Committee assignments: None upon election; he is not listed on Audit, Executive Compensation, or Nominating & Corporate Governance committees (all committees comprised solely of independent directors) .
- Attendance and engagement: 2024 board meetings (5) and committee meetings (18); all directors attended all meetings on which they served .
- Board structure and oversight: Separate Chair/CEO roles; Independent Lead Director (James L. Robo); independent executive sessions held as part of each regularly scheduled board meeting .
- Overboarding policy: Limit of four total public company boards (including JBHT) and board pre‑approval required to join additional public boards .
2024 Meetings & Attendance
| Metric | Value |
|---|---|
| Board meetings held (2024) | 5 |
| Committee meetings held (2024) | 18 |
| Bryan Hunt attendance | 100% of meetings on which he served |
Fixed Compensation
- Nonemployee director program (between 2024 and 2025 meetings): $280,000 annual retainer; Audit member $20,000; Compensation member $15,000; Nominating & Corporate Governance member $10,000; Audit Chair +$25,000; Compensation Chair +$25,000; Nominating & Corporate Governance Chair +$10,000; Lead Independent Director +$25,000; payable in stock, cash, or mix at director election . For the period after the 2025 Annual Meeting: base retainer increased to $285,000 with the same committee and chair retainers . In 2023, the annual retainer was $267,500, with the same committee and chair retainer amounts (paid in cash under the then‑program) .
| Year | Fees Paid in Cash ($) | Fees Paid in Stock ($) | Option/RSU Awards ($) | Total ($) |
|---|---|---|---|---|
| 2023 (actual – Bryan Hunt) | 267,500 | — | — | 267,500 |
| 2024 (actual – Bryan Hunt) | 280,000 | — | — | 280,000 |
Notes:
- In 2024, all directors except Thad Hill and Bryan Hunt elected to receive their retainers in Company stock; Mr. Hunt elected all cash .
- 2025 program increases base retainer to $285,000 (director election to receive in stock, cash, or mix) .
Performance Compensation
| Component | Structure | Metrics/Triggers | Notes |
|---|---|---|---|
| Nonemployee director pay | Fixed retainers (base, committee, chair, lead director) | None disclosed for directors | No stock option or RSU awards shown for directors in 2023–2024 compensation tables ; program is retainers only, payable in stock, cash, or mix at director’s election . |
Other Directorships & Interlocks
- Other public boards (prior 5 years): AmeriTrust Financial Technologies, Inc. (listed in 2025 proxy) ; PowerBand Solutions, Inc. (listed in 2024 proxy) .
- Compensation Committee interlocks: None reported for 2024 (no interlocks or insider participation) .
Expertise & Qualifications
- Industry and functional expertise: Auto finance and auction operations (Managing Member at Progressive Car Finance; 71B Auto Auction; 71B Mobile Auto Auction) .
- Education: University of Arkansas degrees in marketing and transportation .
- Board contribution: Board cites his historical and current knowledge of the company since 1991 as a rationale for continued service; nonindependent directors (Hunt, Roberts, Simpson) viewed as bringing critical company history/experience to the board’s composition .
Equity Ownership
| As of Feb 18, 2025 | Direct Shares | Indirect Shares | Percent of Class | Pledged? |
|---|---|---|---|---|
| Bryan Hunt, Jr. | 70,697 | — | <1% | Not shown among pledged positions (pledged list names other officers; Hunt not listed) |
Additional alignment policies:
- Director stock ownership guideline: 3x estimated annual director compensation within five years of initial election; the board states all directors either comply or are within the accumulation period .
- Anti‑hedging and stock pledging: Hedging and derivatives transactions prohibited; pledging permitted only with conditions and disclosure; no margin accounts allowed .
- Principal shareholder concentration (context): Johnelle Hunt beneficially owned ~18.2% as of Dec 31, 2024 .
Governance Assessment
Strengths and mitigants
- Independent oversight: All standing committees (Audit, Executive Compensation, Nominating & Corporate Governance) are composed solely of independent directors; Hunt is not a member of any committee .
- Engagement: Reported 100% attendance for directors in 2024 (5 board; 18 committee meetings) supports board effectiveness .
- Structure: Separate Chair/CEO roles, Independent Lead Director, and regular executive sessions enhance independent board voice .
- Ownership alignment controls: Director ownership guideline (3x retainer), anti‑hedging, and structured pledging policy with disclosure requirements .
Risk indicators and potential red flags
- Independence/conflict profile: Hunt is non‑independent due to family relationship (son of co‑founders; principal shareholder Johnelle Hunt) and long tenure (director since 1991), which can raise entrenchment and influence concerns in the context of a concentrated ownership base .
- Related‑party governance: Corporate Governance Committee reviews related‑party transactions case‑by‑case and “does not currently have any formal policy or procedures,” which is below common best practice formality; family ties are disclosed .
- Pay‑for‑alignment optics: Mr. Hunt elected to take 100% of his 2024 director retainer in cash, while most peers chose stock—potentially a weaker equity alignment signal (not a violation, but notable) .
Overall implication: The board’s independent committee structure, strong attendance, and ownership/anti‑hedging policies mitigate some risks; however, Hunt’s non‑independent status, familial ties to a principal shareholder, and case‑by‑case related‑party review framework warrant ongoing monitoring by investors focused on minority shareholder protections and board independence .