James L. Robo
HUNT J B TRANSPORT SERVICESAbout James L. Robo
Independent Lead Director of JBHT; Chair of the Nominating and Corporate Governance Committee; member of the Executive Compensation Committee. Age 62; director since 2002. Former Chairman and CEO of NextEra Energy and NextEra Energy Partners; earlier leadership roles at GE (CEO GE Mexico; CEO GE Capital TIP/Modular Space). Education: BA, Harvard College (summa cum laude); MBA, Harvard Business School (Baker Scholar). The Board classifies him as independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| NextEra Energy, Inc. | Chairman (2013–2022); Chief Executive Officer (2012–2022) | 2012–2022 (CEO); 2013–2022 (Chair) | Led a large, complex clean-energy enterprise; brings financial and operational leadership experience to JBHT’s board oversight. |
| NextEra Energy Partners, LP | Chairman | Through 2022 | Governance and capital markets experience relevant to infrastructure and long-duration investment disciplines. |
| General Electric Company | President & CEO, GE Mexico (1997–1999); President & CEO, GE Capital TIP/Modular Space (1999–Feb 2002) | 1997–2002 | P&L leadership; international operations; industrial asset and services exposure aligned to logistics equipment domain. |
| Mercer Management Consulting | Consultant | 1984–1992 | Strategy and performance-improvement grounding. |
External Roles
| Organization | Role | Status/Years | Notes |
|---|---|---|---|
| Kayne Anderson BDC, Inc. | Chairman | Current | Public company directorship (finance/credit); current board leadership role. |
| NextEra Energy, Inc. | Director | Past 5 years (prior) | Prior public company board service (ended 2022). |
| NextEra Energy Partners, LP | Director | Past 5 years (prior) | Prior public company board service (ended 2022). |
Board Governance
- Roles and independence: Independent Lead Director; Chair, Nominating & Corporate Governance; member, Executive Compensation; independent under Nasdaq rules. Independent directors meet in executive session each regularly scheduled board meeting; the Lead Independent Director directs these sessions and can call meetings of independents.
- Committee assignments (2024) and meetings held: Compensation (5 meetings), Corporate Governance (4). Robo serves as Comp member and Governance Chair. Audit Committee held 9 meetings. All current directors attended all Board and committee meetings in 2024.
- Overboarding: Board policy limits directors to four public boards including JBHT and requires approval prior to joining any additional public board. Robo’s current public board count appears within policy based on disclosed roles.
- Board leadership structure: Chairman and CEO roles separated; Lead Independent Director in place (Robo).
Fixed Compensation
Director fees can be taken in cash, stock, or a mix at the director’s election.
| Component | 2024–2025 Program Amounts | Post-2025 Meeting Program | Source |
|---|---|---|---|
| Annual base retainer | $280,000 | $285,000 | |
| Audit Committee member | $20,000 | $20,000 | |
| Executive Compensation Committee member | $15,000 | $15,000 | |
| Nominating & Corporate Governance Committee member | $10,000 | $10,000 | |
| Audit Chair (additional) | $25,000 | $25,000 | |
| Executive Compensation Chair (additional) | $25,000 | $25,000 | |
| Nominating & Corporate Governance Chair (additional) | $10,000 | $10,000 | |
| Independent Lead Director (additional) | $25,000 | $25,000 |
2024 actual compensation paid (calendar-year basis):
- Robo: $339,924 in stock; elected equity settlement (2,076 shares at $163.74).
| Director (2024) | Fees Paid in Cash ($) | Fees Paid in Stock ($) | Total ($) |
|---|---|---|---|
| James L. Robo | — | 339,924 | 339,924 |
Ownership guideline (directors): 3x estimated annual director compensation within five years; all directors comply or are within the accumulation window. Nonemployee directors did not participate in a company pension or deferred comp plan in 2024.
Performance Compensation
- Nonemployee directors at JBHT do not receive performance-based equity tied to metrics; fees are retainers with the option to take payment in company stock. No director-specific performance metrics or targets disclosed for director pay.
Other Directorships & Interlocks
- Compensation Committee interlocks: None in 2024; no JBHT current/past executive officers served on the Comp Committee; no interlocking relationships reported.
Expertise & Qualifications
- The Board identifies Robo’s strengths as financial expertise, leadership experience, and business experience related to equipment and the transportation industry—aligned with JBHT’s capital intensity and network operations.
- Education and credentials: Harvard College BA (summa cum laude) and Harvard Business School MBA (Baker Scholar).
Equity Ownership
| Holder | Direct Shares | Indirect Shares | Percent of Class | Notes |
|---|---|---|---|---|
| James L. Robo | 88,763 | 24,972 | <1% | No pledging disclosed for Robo; company policy prohibits margin accounts and permits limited pledging subject to approval and disclosure. |
Stock ownership and alignment:
- Director ownership guideline: 3x compensation within 5 years; all directors compliant or within window.
- Pledging/hedging: Derivative and hedging transactions prohibited; pledging only allowed under strict conditions and disclosed—Robo not listed among pledged-share holders.
Recent insider transactions (Form 4):
| Transaction Date | Type | Shares | Price ($) | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|
| 2025-04-24 | A – Award | 2,594 | 132.98 | 2,594 | https://www.sec.gov/Archives/edgar/data/728535/000156218025003256/0001562180-25-003256-index.htm |
| 2025-02-24 | J – Other | 24,972 | 165.245 | 113,735 | https://www.sec.gov/Archives/edgar/data/728535/000156218025001669/0001562180-25-001669-index.htm |
Note: Beneficial ownership totals in the proxy (as of 2/18/2025) show 88,763 direct and 24,972 indirect shares; the Form 4 reflects updates to ownership around those dates.
Governance Assessment
Strengths
- Independent Lead Director; chairs Corporate Governance and sits on Compensation—central to board effectiveness, succession, ESG oversight, and pay governance. Full attendance at Board and committee meetings in 2024.
- Deep CEO/Chair experience at a Fortune 200 utility/infrastructure leader; strong financial and capital allocation background; skills the Board explicitly values.
- Pay alignment signal: elected to receive 100% of 2024 director fees in stock; director ownership guideline compliance across board; no pledging disclosed for Robo.
- Shareholder support: Say‑on‑pay passed with 95.9% approval in 2024, indicating favorable investor sentiment toward compensation governance.
Watch items / potential red flags
- None specific to Robo disclosed in JBHT’s 2025 proxy: no related‑party transactions, no pledging, no attendance shortfalls, and no interlocks. Continue monitoring insider filings and any future changes in external board commitments relative to JBHT’s four‑board overboarding limit.
Additional context on board/committee oversight mechanics
- Independent director executive sessions at each regularly scheduled meeting (led by Robo). Committees are fully independent and empowered to retain outside advisors; Corporate Governance Committee reviews related‑party transactions and oversees ESG.
Say‑on‑pay and consultant independence
- Meridian Compensation Partners reviewed executive and director pay; the Compensation Committee determined Meridian is independent with no conflicts.