Francesca M. Edwardson
HUNT J B TRANSPORT SERVICESAbout Francesca M. Edwardson
Independent director of J.B. Hunt Transport Services, Inc. since 2011; age 67. Former CEO of the American Red Cross of Chicago & Northern Illinois (2005–2016), previously SVP & General Counsel at UAL Corporation, partner at Mayer Brown, and Executive Director of the Illinois Securities Department; holds economics and law degrees from Loyola University Chicago . She is deemed independent under Nasdaq rules and is nominated to serve on the Audit and Nominating & Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Red Cross of Chicago & Northern Illinois | Chief Executive Officer | 2005–2016 | Led regional humanitarian operations |
| UAL Corporation (predecessor to United Airlines Holdings, Inc.) | SVP & General Counsel | n/d | Senior legal leadership in transportation industry |
| Mayer Brown | Partner | n/d | Corporate/securities legal practice |
| Illinois Securities Department | Executive Director | n/d | State securities regulation leadership |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Duluth Holdings, Inc. | Director | Public | Chair, Compensation Committee |
| Lincoln Park Zoo | Board Chair | Private/Non-profit | Governance leadership |
| Rush University Medical Center | Director | Private/Non-profit | Board service |
Board Governance
- Independence and committees: Independent; serves on Audit Committee and Nominating & Corporate Governance Committee (not a chair) .
- Attendance and engagement: All current directors attended 100% of Board and committee meetings in 2024; Board met 5 times, committees met 18 times (Audit 9, Compensation 5, Governance 4) .
- Years of service: Director since 2011 .
- Board leadership & practices: Independent Lead Director structure (James L. Robo), regular executive sessions of independent directors each scheduled meeting; all committees are fully independent .
- Independence determination: Board confirmed Edwardson meets Nasdaq independence standards; majority of Audit Committee members qualify as “audit committee financial experts” (committee-level determination; individuals not specified) .
Fixed Compensation (Director)
| Component | 2024 Structure | 2025 Structure (approved, effective after 2025 meeting) |
|---|---|---|
| Annual Board retainer | $280,000 | $285,000 |
| Audit Committee member retainer | $20,000 | $20,000 |
| Nominating & Corporate Governance Committee member retainer | $10,000 | $10,000 |
| Committee Chair premiums | Audit Chair $25,000; Comp Chair $25,000; Nominating Chair $10,000 | Same |
| Lead Independent Director premium | $25,000 | $25,000 |
| Form of payment | Cash, stock, or combination at director election | Same |
Director-specific 2024 compensation and mix:
- Edwardson elected to take 100% of fees in stock; received $309,960 in fees paid in stock and 1,893 shares at $163.74 close (4/25/2024) .
- No pension or deferred compensation plan participation for nonemployee directors in 2024 .
| Director | 2024 Cash ($) | 2024 Stock ($) | Total ($) | Shares Issued |
|---|---|---|---|---|
| Francesca M. Edwardson | — | 309,960 | 309,960 | 1,893 |
Performance Compensation (Director)
| Item | 2024 |
|---|---|
| Performance-based director pay (metrics, options, PSUs) | None disclosed; director program is retainer-based, payable in cash/stock at election. No performance metrics apply to director pay . |
Other Directorships & Interlocks
- Current public company board: Duluth Holdings, Inc.; Chair of Compensation Committee .
- Compensation Committee interlocks: Company discloses no interlocks or insider participation on JBHT’s Compensation Committee in 2024 .
- Overboarding controls: JBHT caps total public boards at four; joining additional boards requires approval—Edwardson’s current public boards (JBHT + Duluth) are within policy .
Expertise & Qualifications
- Legal, governance, and transportation industry expertise; board’s skills matrix cites her strengths in transportation, law, HR, and corporate governance .
- Education: Economics and law degrees, Loyola University Chicago .
- Audit and governance committee experience at JBHT; compensation committee leadership experience at Duluth .
Equity Ownership
| Holder | Shares Beneficially Owned (Direct) | Indirect | % of Class | Notes |
|---|---|---|---|---|
| Francesca M. Edwardson | 29,202 | — | <1% | No pledged shares disclosed for Edwardson . |
| 2024 director stock issuance (as fees) | 1,893 shares to Edwardson | — | — | Based on $163.74 close on 4/25/2024 . |
| Director stock ownership guideline | 3x estimated annual director compensation within 5 years | — | — | All directors comply or are within accumulation period . |
| Hedging/derivatives policy | Directors prohibited from short sales/derivative hedging | — | — | Insider Trading Policy; hedging/derivatives banned . |
| Pledging policy | Pledging allowed only under strict conditions and disclosed; Board annually reviews | — | — | No pledge listed for Edwardson in 2025 table . |
Related-Party Transactions and Conflicts
- The proxy lists several related-party transactions involving others (e.g., family ties of the Chairman and certain officers); none are attributed to Edwardson .
- The Corporate Governance Committee reviews and preapproves all related-party transactions; no Edwardson-related items disclosed .
Say-on-Pay and Shareholder Sentiment (context)
- 2024 Say-on-Pay approval: 95.9% of votes cast—indicates strong shareholder support for compensation practices and overall governance environment .
Governance Assessment
- Strengths for investor confidence:
- Independent, experienced director with legal, regulatory, and transportation background; serves on Audit and Governance committees; 100% meeting attendance in 2024 .
- Strong alignment: elected to receive 100% of 2024 fees in stock; holds 29,202 JBHT shares; director stock ownership guideline in place and met at Board level .
- No disclosed related-party transactions or pledging by Edwardson; robust hedging/derivatives prohibitions .
- Potential concerns/monitoring:
- None specific to Edwardson identified in disclosures; continue to monitor any changes to outside board workload (overboarding policy requires approval) and any future related-party disclosures .
RED FLAGS: None identified for Ms. Edwardson in JBHT’s 2025 proxy (no attendance issues, no related-party ties, no pledging, no director-specific pay anomalies) -.