Greer Woodruff

About Greer Woodruff

Greer Woodruff is Executive Vice President, Safety, Sustainability and Maintenance at J.B. Hunt, a role he assumed effective January 1, 2024, leading sustainability initiatives, operational safety, corporate security, and overseeing equipment, maintenance, and driver personnel . He joined J.B. Hunt in 1987 and has 37 years of service as of March 2025; he is 62 years old . Woodruff holds a BSBA in Finance and Real Estate and an MBA from the University of Arkansas . Under his remit, J.B. Hunt emphasizes safety and decarbonization, with company-level progress including reduced DOT preventable collisions per million miles in 2024 and sustainability recognition (DJSI North America) .

Company performance context (useful for pay-performance alignment):

*Values retrieved from S&P Global.

Past Roles

External Roles

Fixed Compensation

• Individual salary and target bonus for Woodruff are not disclosed (he is not a Named Executive Officer). The company’s executive compensation mix comprises base salary, an annual cash bonus, and long-term equity under the Management Incentive Plan (MIP) .
• Stock ownership guidelines require Executive Vice Presidents to hold Company stock equal to 3.5x base salary; officers are either in compliance or within the allowed accumulation period .

Performance Compensation

• Annual cash incentive: In 2024, the plan for NEOs was 100% tied to operating income, and no payout was made as actual operating income fell below the threshold range; the Compensation Committee sets similar structures for Section 16 officers (Woodruff is a Section 16 reporting officer), though his individual targets are not disclosed .
• 2025 redesign: The annual cash plan for NEOs was modified to add revenue ex-fuel and a safety metric (preventable collisions rate), with weightings shown below .

• Long-term equity (RSUs under MIP): Company has eliminated stock options and uses performance- and time-based RSUs. For 2025 annual grants to NEOs, 60% are three-year cliff RSUs based on relative ROIC (0–200%), modified by operating income CAGR (±20%) for an ultimate 0–240% outcome; 40% are time-based RSUs vesting over three years (40/40/20 in 2025–26, transitioning to 33/33/33 by 2027) . Prior structure (2024 and earlier) emphasized operating-income tranches and a three-year ROIC component; unachieved tranches are forfeited .

Equity Ownership & Alignment

• Beneficial ownership: Woodruff’s individual share count is not itemized in the 2025 proxy (table lists directors and NEOs); he is listed as an executive officer (age 62, joined 1987) .
• Ownership guidelines: EVP multiple = 3.5x salary; all covered officers are either compliant or within time to comply .
• Pledging: Pledging is permitted (no margin) subject to ownership guideline compliance and public disclosure; annual review by the Corporate Governance Committee. 2025 proxy lists pledged shares for certain officers/directors (Field, Kuhlow, Roberts); no pledging by Woodruff is disclosed .
• Hedging: Short sales and derivative transactions (options, collars, etc.) are prohibited for directors/officers/covered employees .
• Insider reporting: One late Form 4 for Woodruff in 2024 (administrative issue) related to RSU vesting tax withholding, along with several other officers; otherwise Section 16 compliance was timely .

Employment Terms

• No individual employment contract or predetermined personal severance; equity awards under the MIP provide double-trigger vesting on change in control (CIC + qualifying termination), with potential acceleration on death or disability at Committee’s discretion .
• Non-compete: MIP awards include non-competition covenants for two years post-employment .
• Clawback: Dodd-Frank/Nasdaq-compliant clawback policy for erroneously awarded incentive compensation; the MIP allows broad recoupment for conduct detrimental to the company .
• Insider trading policy: Pre-clearance required for trades by directors/officers; no short sales/derivatives .

Performance & Track Record (relevant to his remit)

• Safety: In 2024, DOT preventable collisions per million miles decreased by almost 3% YoY; 100% of in-service trucks were outfitted with AI-enabled inward-facing cameras by year-end 2024; forward collision warning systems are deployed on 99.8% of Class 8 fleet .
• Sustainability: J.B. Hunt was named to the Dow Jones Sustainability Index (now Best-in-Class Indices) North America for 2024; Woodruff emphasized alignment with customer sustainability goals . In January 2025, J.B. Hunt launched a solar facility in Gentry, AR to offset up to 80% of power for three main corporate buildings (approx. 9.3M kWh annually) .
• Technology/fuels: Under Woodruff’s area, the company piloted a RNG-powered Class 8 demo program (Cummins X15N) with Clean Energy Fuels, citing lifecycle emissions benefits and infrastructure compatibility .

Compensation Structure Analysis

• Mix and risk: The 2025 LTI tilt (60% ROIC-based, 40% time-based) increases long-term, three-year cliff performance linkage (with an operating income growth modifier) and reduces reliance on one-year operating-income tranches that could create “all-or-nothing” vesting outcomes .
• Safety in incentives: Adding preventable collisions per million miles (15% weight) to 2025 annual cash plan signals explicit linkage of pay to safety outcomes, consistent with Woodruff’s functional scope .
• Governance strength: Strong say-on-pay support (95.9% approval in 2024) and independent consultant engagement (Meridian) suggest shareholder alignment in compensation design .
• Peer benchmarking: Compensation targets are set around the 50th percentile of a transportation/logistics peer group; peer set adjustments reflect relevance and market changes .

Risk Indicators & Red Flags

• Pledging: Policy permits pledging subject to controls; current pledged positions disclosed exclude Woodruff (no pledge disclosed) .
• Late Section 16 filing: One late Form 4 for RSU tax withholding (administrative) was noted for Woodruff and several others; otherwise, no insider trading concerns cited .
• No employment contract or tax gross-ups disclosed; clawback policy in force .

Compensation Peer Group (for benchmarking context)

• Representative peer companies include CH Robinson, CSX, Hub Group, Knight-Swift, Old Dominion, Ryder, Schneider, Union Pacific, Waste Management/Republic Services, among others; updates made in 2024–2025 for relevance (e.g., RXO/Werner substitutions for ROIC peer group) .

Say-On-Pay & Shareholder Feedback

• 2024 say-on-pay approval: 95.9% of votes cast in favor; annual say-on-pay frequency supported (98.2% in 2023) .

Investment Implications

• Alignment and retention: Woodruff’s long tenure (37 years) and functional leadership in safety/sustainability are aligned with 2025 incentive design that explicitly weights safety and long-term returns, while EVP stock ownership guidelines (3.5x salary) and clawback/hedging prohibitions reinforce alignment with shareholders .
• Insider selling pressure: Individual grant/vesting schedules for Woodruff are not disclosed; however, 2025’s 40% time-based RSUs introduce more predictable vesting across the team, potentially creating periodic withholding-related sales around vest dates. No pledging by Woodruff is disclosed, reducing liquidity-risk overhang from collateralized shares .
• Execution signals: Company-level safety improvements and sustainability milestones (DJSI, solar facility) under his remit suggest operational execution and stakeholder credibility; continued integration of safety metrics in cash incentives is supportive of cultural alignment and may reduce execution risk in core operations .
• Performance backdrop: Revenue and EBITDA contracted from FY2022–FY2024 amid industry conditions, which can pressure annual bonus outcomes; the increased weighting of multi-year ROIC in LTI should encourage steady capital discipline and long-term value creation despite cyclical volatility . Values retrieved from S&P Global for EBITDA.