David Keefauver
HUNT J B TRANSPORT SERVICESAbout David Keefauver
Executive Vice President of People at J.B. Hunt Transport Services (JBHT); age 52; joined J.B. Hunt in 1995 as a Management Trainee and moved into the EVP People role effective December 1, 2024 after leading Dedicated Contract Services (DCS) . Company performance metrics that drive executive incentives and alignment include operating income, revenue excluding fuel surcharge, preventable collisions per million miles (2025 cash bonus), and three‑year ROIC relative to a transportation peer group (equity awards) . JBHT states all covered officers meet or are within the permitted period to meet stock ownership guidelines, reinforcing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| J.B. Hunt Transport Services | EVP, Dedicated Contract Services | As of 2023–2024 | Led DCS growth leveraging specialized equipment, qualified drivers, and dense market coverage; recognized for operational excellence; transitioned to EVP People effective Dec 1, 2024 |
External Roles
No external public company directorships or outside board roles disclosed for Keefauver in the JBHT proxy filings reviewed .
Fixed Compensation
- Structure: Executives receive base salary, annual cash bonus, and long‑term equity (restricted share units) under the Management Incentive Plan (MIP); plus broad‑based health/retirement benefits available to all employees .
- Perquisites available to executive officers (policy-level): Up to $5,000 executive health program/allowance; up to $15,000 financial counseling; limited personal aircraft use; select club memberships; security services; administrative support; tickets via sponsorships at no incremental cost .
- Stock ownership guidelines for EVPs: 3.5x base salary; all covered officers met or are within permitted period to meet guidelines .
Performance Compensation
Annual Cash Bonus Design
| Metric | Weighting | Targeting Framework | 2025 Payout Range |
|---|---|---|---|
| Operating Income | 70% | Actual vs targeted; adjustments may exclude unusual items, bonus/stock comp, law/accounting changes | CEO/Chair: 37.5%–300% of base; Other NEOs: 25%–200% of base; targeted 150% (CEO/Chair) / 100% (others) |
| Revenue (ex fuel surcharge) | 15% | Actual 85%–115% of target range | Included in single payout weighting |
| Preventable Collisions per MM miles (DOT-reportable) | 15% (measured inversely) | Actual vs target safety rate | Included in single payout weighting |
Note: JBHT’s 2024 bonus matrix was solely operating income-based; no payout was made as operating income was below the threshold range .
Long-Term Equity Awards (MIP) – Design and Vesting
| Award Type | Performance Metric(s) | Vesting | Payout Range | Applicability/Notes |
|---|---|---|---|---|
| Performance RSUs – Operating Income (legacy design used in 2024 grants) | Annual operating income tranches | Incremental annual vesting over 3–10 years; tranche forfeited if goal not met | Typically up to 100% of granted tranche per year | De‑emphasized starting 2025 as program shifts to ROIC + time-based mix |
| Performance RSUs – ROIC (relative, 3‑yr) | 3‑year ROIC vs peer group (13 companies; updated in 2024/2025) | Single cliff at 3 years | 0%–200% of units; 2025 adds up to ±20% operating income CAGR modifier (0%–240% total) | Peer group updated (e.g., replace XPO with RXO; add Werner, remove Expeditors) |
| Time‑Based RSUs (2025 onward) | Service | Annual installments: 40%/40%/20% in 2025; transition to 40%/30%/30% in 2026; equal thirds from 2027 | Fixed per vesting schedule | Added to balance long‑term retention with performance |
Program intent: Emphasis on ROIC and operating income growth to align with long‑term returns and annual operating discipline; restricted share units preferred over options due to lower dilution/volatility; no dividends or voting on unvested RSUs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Ownership Guidelines | EVPs required to hold 3.5x base salary; all covered officers met requirements or are within permitted period |
| Beneficial Ownership | Individual holdings for Keefauver not itemized in the 2025 proxy (table covers directors and NEOs; all executives/directors combined: 2,205,602 direct and 102,820 indirect shares, 2.3% of class) |
| Pledging Policy | Permits pledging (not margin) if stock ownership guidelines are met excluding pledged shares; new pledges require Corporate Governance Committee approval; annual review of pledges |
| Pledged Shares Disclosure | 2025 proxy enumerates pledged shares for certain officers (Field, Kuhlow, Roberts); Keefauver not listed among those with pledged shares |
| Insider Trading Policy | Prohibits short sales and derivatives; requires notification/preclearance before trades or 10b5‑1 plans |
| Section 16 Compliance | One late Form 4 for Keefauver due to administrative issue reporting RSU vesting and tax withholding; others similarly noted; no restatements requiring clawback |
Employment Terms
- Contracts/Severance: JBHT does not maintain individual employment contracts or predetermined personal severance agreements for executives .
- Change‑of‑Control: Double trigger—RSUs accelerate upon a change in control plus retirement, termination without cause, or resignation for good reason; acceleration may also occur upon death or disability (Committee discretion) .
- Non‑Compete: MIP awards include non‑competition covenants for two years post cessation of employment .
- Clawback: Dodd‑Frank compliant policy to recoup erroneously awarded incentive compensation upon restatement; broad forfeiture/recoupment rights under MIP for policy violations or detrimental conduct; no restatements or illegal actions since IPO .
- Deferred Compensation: Plan exists for certain officers (salary/bonus deferral; company contributes nothing; assets held in trust); no NEO participation in 2024 .
Compensation Governance and Peer Benchmarking
- Compensation Committee: Independent; sets goals, approves executive pay/equity; oversees risk, ownership guidelines, and director pay; members and meeting cadence disclosed .
- Peer Group: 14-company compensation peer set (e.g., CHRW, CSX, ODFL, Ryder, Schneider, WM, etc.); target around 50th percentile; update to replace Stericycle with United Rentals for 2025 .
- ROIC Peer Group (performance equity): Updated in 2024/2025 (e.g., RXO added; Werner added; Expeditors removed) .
- Say‑on‑Pay: 2024 advisory approval 95.9%; annual vote frequency affirmed in 2023 (98.2%) .
Performance & Track Record
- Role transition: Announced as EVP of People to drive “people-first” efficiencies across personnel groups; prior DCS leadership focused on operational excellence and growth; effective Dec 1, 2024 .
- Tenure and progression: Began as manager trainee; ~29 years with JBHT as of the November 2024 announcement .
Risk Indicators & Red Flags
- Late Section 16 filing: One late Form 4 (RSU vesting/tax withholding) for Keefauver due to an administrative issue; low materiality but indicates process dependency .
- Pledging: Not listed among pledged-share holders in 2025 proxy; reduces forced-selling risk from margin calls .
- Hedging/Derivatives: Prohibited for officers under insider trading policy, reducing misalignment risk .
- Change‑of‑Control Terms: Double-trigger acceleration limits windfalls absent termination, moderating governance risk .
Investment Implications
- Alignment: Strong structural alignment via stock ownership requirements (3.5x for EVPs) and ROIC‑weighted equity awards; Keefauver not disclosed as pledging shares, reducing collateral risk .
- Retention/Supply of Shares: The 2025 shift to 60% three‑year ROIC cliff RSUs with time‑based components increases retention hooks and may create periodic withholding transactions at vest dates (tax), but not necessarily open-market selling pressure .
- Performance Levers: Operating income, safety performance (preventable collisions), and revenue (ex fuel surcharge) drive cash bonuses; ROIC vs peers plus operating income CAGR modifier drive equity outcomes—monitor these metrics as leading indicators of future award realizations .
- Process/Compliance: One late Form 4 is minor; no clawback triggers or restatements reported—governance quality appears robust .