Jennifer R. Boattini
HUNT J B TRANSPORT SERVICESAbout Jennifer R. Boattini
Jennifer R. Boattini, 52, is Senior Vice President of Legal & Litigation, General Counsel, and Corporate Secretary at J.B. Hunt Transport Services, Inc. She joined the company in 2006 as Director of Litigation and Contract Management and has served in progressively senior legal and governance roles since then . Company incentive design emphasizes operating income (short-term) and three‑year relative ROIC (long‑term), with a 2025 shift toward heavier ROIC weighting plus an operating income growth modifier, aligning executives’ compensation with sustained returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| J.B. Hunt Transport Services, Inc. | Director of Litigation and Contract Management | From 2006 | Built the company’s litigation and contract management capability |
| J.B. Hunt Transport Services, Inc. | SVP Legal & Litigation; General Counsel; Corporate Secretary | Current | Leads enterprise legal and litigation, oversees corporate governance as Corporate Secretary |
External Roles
Not disclosed in the latest DEF 14A reviewed .
Fixed Compensation
| Component | What’s Disclosed |
|---|---|
| Base salary | Salaries for executives are reviewed annually considering experience, scope, retention and peer levels; increases are discretionary and not formulaic . |
Performance Compensation
Annual Cash Incentive (Company design; NEO disclosure)
| Plan Feature | 2024 | 2025 |
|---|---|---|
| Metrics and weights | 100% Operating Income | 70% Operating Income; 15% Revenue excl. fuel surcharge; 15% preventable collisions per million miles (inversely measured) |
| Target ranges | OI matrix $938mm–$1.269bn | Each metric measured vs 85%–115% of target |
| Actual 2024 reported OI | $831mm | — |
| 2024 payout result | 0% (below threshold) | — |
| Notes | NEO plan paid as single annual payout; 2025 plan adds safety and revenue balance alongside OI |
All facts above reflect the company’s disclosed NEO plan; eligibility for non-NEO officers is not specifically enumerated in the proxy and should not be assumed .
Long-Term Equity (Management Incentive Plan)
| Award Type | Metric | Weighting | Vesting | Payout Range | Notes |
|---|---|---|---|---|---|
| Performance RSUs (2024 design) | Operating Income (annual tranches) | ~75% of annual grant | 3–10 years, tranche vesting contingent on meeting annual OI goals; missed tranches are forfeited | 0–100% per tranche | Reinforces year-by-year operating discipline |
| Performance RSUs (2024 design) | Relative ROIC (3‑yr) | ~25% of annual grant | 3‑year cliff at end of period | 0–200% | Peer set updated to reflect RXO spinoff and Werner substitution; changes applied retroactively to unvested ROIC awards |
| Performance RSUs (2025 design) | Relative ROIC + OI growth modifier | 60% | 3‑year cliff | 0–240% (0–200% ROIC, +/-20% OI growth modifier) | Increased long‑term weighting; eliminates single‑metric OI/EBITDA goals in LTI |
| Time‑based RSUs (2025 design) | Service | 40% | Annual installments over 3 years: 40%/40%/20% in 2025–26; transitioning to 40%/30%/30% in 2026 grants and 1/3 each in 2027+ | N/A | Provides retention balance alongside performance weighting |
Comp Committee approves equity awards for Section 16 officers (which would include the Corporate Secretary), indicating similar long‑term design governance applies to senior officers even when not NEOs .
Equity Ownership & Alignment
Beneficial Ownership (historical Form 3 snapshot)
| As of | Direct Common | Indirect Common (spouse/401k) | Notable Derivatives/RSUs disclosed |
|---|---|---|---|
| July 2018 (Form 3) | 5,171 | 5,329 (spouse) + 616.55 in spouse 401(k) | Multiple restricted stock schedules, including 5,571 sh RSUs (to 11/30/2025) and earlier tranches |
- Stock ownership guidelines for officers: Senior Vice Presidents must hold 2.75x base salary in JBHT stock; all covered officers either meet or are within the allowed timeframe to meet guidelines .
- Stock retention: Executives are expected to retain shares from vesting/exercises until guidelines are met .
- Hedging/derivatives: Prohibited for directors, officers and covered employees .
- Pledging policy: Permitted only under strict conditions (not in margin accounts, must meet guidelines excluding pledged shares, and obligations must be disclosed and reviewed annually by the Corporate Governance Committee) .
- Section 16 compliance: One late Form 4 for Jennifer Boattini due to an administrative issue (withholding upon RSU vest) was reported; company notes timely filings otherwise .
Employment Terms
| Topic | Disclosure |
|---|---|
| Employment agreement | Company states no individual employment contracts or predetermined personal severance agreements for executives . |
| Change‑in‑control (CIC) | Double‑trigger acceleration of restricted share units under the MIP upon both a CIC and qualifying termination/retirement; Committee may accelerate upon death/disability . |
| Non‑compete | MIP awards are subject to non‑compete covenants for two years post‑employment . |
| Clawback | Dodd‑Frank compliant recoupment policy for erroneously awarded incentive comp following restatement; MIP also allows forfeiture/recoupment for policy breaches or detrimental conduct . |
| Insider trading | Formal policy governs trading and 10b5‑1 plans; prior notice to CFO’s office required . |
Related Party Transactions (Governance and Red Flags)
| Counterparty | 2024 Amount | Relationship | Notes |
|---|---|---|---|
| Gulf Relay LLC | $232,747 | Ms. Boattini’s brother is COO | Services were arm’s length; Ms. Boattini not involved; Corporate Governance Committee oversees related‑party transactions . |
Compensation Framework Governance
- Say‑on‑pay approval in 2024: 95.9% of votes cast in favor—strong shareholder support for disclosed NEO compensation structure .
- Compensation peer group methodology and target: Peer set of 14 transport/logistics and related firms used for benchmarking; company targets around the 50th percentile for total executive compensation opportunity .
- 2025 LTI redesign: Increased emphasis on 3‑year ROIC with an operating income growth modifier and reduced reliance on single‑year operating metrics, reinforcing long‑term alignment .
Investment Implications
- Alignment and retention: As General Counsel/Corporate Secretary, Ms. Boattini is covered by stock ownership and retention rules, hedging prohibitions, and a CIC double‑trigger framework—policies that align legal leadership with shareholders while discouraging short‑termism .
- Vesting/selling pressure: Company-wide LTI design features annual OI‑contingent tranches (legacy) and 3‑year ROIC cliff tranches; monitor Form 4s around January 31 and March 31 vest dates for potential tax‑withholding or discretionary sales, noting one prior administrative late filing .
- Governance risk check: Related‑party transaction involving her brother was small and disclosed as arm’s length with oversight; no pledging disclosures specific to Ms. Boattini and a strong anti‑hedging policy reduce alignment risks .
- Pay‑for‑performance signal: While her individual cash bonus and equity grant sizes are not disclosed (non‑NEO), the company’s move to heavier ROIC weighting and safety/revenue metrics in 2025 suggests greater linkage to durable value creation across the officer cohort .