John Kuhlow
HUNT J B TRANSPORT SERVICESAbout John Kuhlow
John Kuhlow, 54, is a Certified Public Accountant who joined J.B. Hunt in 2006 and served as Chief Financial Officer, Chief Accounting Officer, and Executive Vice President as of the March 14, 2025 proxy; by October 24, 2025, he was listed as Chief Accounting Officer and Senior Vice President while the CFO role transitioned to A. Brad Delco . Prior to J.B. Hunt, he was a Senior Audit Manager at KPMG LLP . Over the last three fiscal years, JBHT revenues declined from $12.38B in FY2022 to $10.56B in FY2024, with EBITDA decreasing from $1.98B* to $1.59B*; J.B. Hunt’s 2024 annual bonus plan paid zero amid below-threshold operating income, reflecting pay-for-performance discipline .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $12,381,359,000 | $10,978,387,000 | $10,557,709,000 |
| EBITDA ($USD) | $1,976,073,000* | $1,731,150,000* | $1,592,366,000* |
| Notes | Values retrieved from S&P Global* |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| J.B. Hunt Transport Services, Inc. | Assistant Corporate Controller | 2006–(subsequent promotions) | Built internal financial controls and reporting foundation supporting scale |
| J.B. Hunt Transport Services, Inc. | CFO, CAO, EVP | Through Mar 14, 2025 proxy; CFO role transitioned by Oct 24, 2025 | Led finance through multi-year LTI program shift to ROIC-centric design |
| J.B. Hunt Transport Services, Inc. | CAO, SVP (current as of Oct 24, 2025) | 2025–present | Principal Accounting Officer sign-off and controls oversight |
| KPMG LLP | Senior Audit Manager | Pre-2006 | External audit leadership; technical GAAP and controls expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KPMG LLP | Senior Audit Manager | Pre-2006 | Auditing experience informs public company reporting rigor |
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary ($) | $539,862 (actual paid) | $559,000 (approved) | 2024 approved salary: $541,800; compensation table shows actual paid |
| Target Bonus % of Salary | 80% (NEOs) | 100% (NEOs target in 2025 plan), CEO/Chair 150% | 2025 plan adds revenue and safety metrics |
| Actual Bonus Paid ($) | $0 (no payout; below threshold) | N/A (2025 pending) | 2024 reported operating income was $831M vs threshold |
| Perquisites ($) | $13,522 (security $1,057; legal/accounting $7,800; club dues $4,665) | — | Plus 401(k) contributions $10,350 |
Performance Compensation
Annual Bonus (Cash) – 2024 Outcome
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Operating Income (Annual) | 100% | $1,104M | $831M | 0% (no payout) |
- 2025 plan design: Operating Income 70%, Revenue (ex fuel surcharge) 15%, Preventable Collisions Rate 15%; NEO targeted bonus 100% of base; payout matrix 85%–115% of targets with inverse safety measure handling .
Long-Term Incentives (Equity RSUs)
| Award Type | Grant Date | Units (Target) | Fair Value ($) | Performance Metric | Vesting |
|---|---|---|---|---|---|
| AOI Performance-Based RSUs | Jan 22, 2024 | 7,442 | $1,508,047 | Annual Operating Income tranches | Incremental vesting over 4 years (annual tranches) subject to AOI goal certification |
| ROIC Performance-Based RSUs | Jan 22, 2024 | 2,481 | $502,750 | 3-year relative ROIC vs peer group (0–200% vest) | Single cliff vest Mar 31, 2027 |
| Program Mix (2024 grants) | — | 75% AOI / 25% ROIC | — | AOI annual; ROIC 3-year | As above |
| Program Evolution (2025 grants) | — | 60% ROIC (with ±20% AOI CAGR modifier, 0–240%) / 40% time-based | — | ROIC peer group updated (RXO, Werner) | ROIC cliff at 3 years; time-based 40/40/20 over 3 years, transitioning to equal thirds by 2027 |
RSUs Vested in 2024 (Realized)
| Measure | Shares Vested | Value Realized ($) |
|---|---|---|
| Total (John Kuhlow) | 10,089 | $2,014,945 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 21,191 shares; <1% of outstanding |
| Shares Outstanding Base | 100,008,209 shares outstanding (Feb 18, 2025) |
| Pledging (RED FLAG) | 2,665 shares pledged; outstanding loan balance $73,000 |
| Hedging Policy | Prohibits short sales and derivatives (options, collars, etc.); pre-clearance for trades/Rule 10b5-1 plan notice to CFO office |
| Pledging Policy | Allowed under strict conditions (ownership guidelines met excluding pledged shares; annual disclosure; Corporate Governance Committee review/approval for new pledges after Jan 20, 2022) |
| Ownership Guidelines | Executive Vice Presidents: 3.5x base salary; all covered officers met or are within permitted period |
| Stock Retention | Must retain shares from vesting/exercise until guideline levels met |
| Clawback | Dodd‑Frank/Nasdaq-compliant recovery of erroneously awarded incentive comp; broad MIP discretion to recoup upon policy breach; no restatements requiring recovery in 2024 |
| Delinquent Section 16 | One late Form 4 filing attributed to administrative issue for RSU vesting/withholding |
Outstanding Equity Awards (Selected)
| Category | Units Unvested (examples) | Notes |
|---|---|---|
| Performance-Based RSUs (AOI tranches) | 2,490 (1/31/2026); 2,490 (1/31/2027); 2,491 (1/31/2028) | Each tranche subject to annual AOI certification |
| Performance-Based RSUs (ROIC) | 2,481 (cliff 3/31/2027) | 0–200% vest based on relative ROIC |
| Market Value Basis | RSU market values presented in proxy use $170.66 closing price at 12/31/2024 |
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreement | No individual employment contract or preset personal severance agreement |
| Change-in-Control | Double trigger required: change-in-control plus termination without cause, good reason resignation, or retirement; accelerated/immediate vesting of all outstanding RSUs |
| Non-Compete | MIP awards subject to 2-year non-compete covenant post-employment |
| Potential CIC Equity Value | Immediate RSU vesting value for Kuhlow estimated at $5,833,671 (based on $170.66 at 12/31/2024) |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $12,381,359,000 | $10,978,387,000 | $10,557,709,000 |
| EBITDA ($USD) | $1,976,073,000* | $1,731,150,000* | $1,592,366,000* |
| Notes | Values retrieved from S&P Global* |
- 2024 Annual Bonus Outcome: No payout as reported operating income ($831M) fell below threshold; target OI was $1,104M .
- Prior 2021 Three-Year PRSUs: EBITDA CAGR achieved 11.7% and ROIC at the 67.9th percentile vs peer group, vesting at 120.0% (EBITDA) and 135.8% (ROIC) on March 31, 2024 .
- Program Governance: Say‑on‑Pay approval was 95.9% at the 2024 Annual Meeting, indicating broad shareholder support .
- Compensation Peer Group: J.B. Hunt targets around the 50th percentile; 2025 benchmarking replaced Stericycle with United Rentals; ROIC peer group updates included RXO and Werner, applied retroactively to unvested awards .
Investment Implications
- Alignment: Zero‑payout 2024 bonus underscores pay‑for‑performance; LTI emphasis shifting toward three‑year ROIC with an AOI growth modifier strengthens long-term value creation alignment while maintaining annual operating discipline .
- Retention Risk: Increased cliff‑vest weighting (60% ROIC) raises retention hooks; however, back‑to‑back tougher annual AOI outcomes could pressure realized pay if macro conditions persist .
- Governance Red Flags: A small pledged share balance (2,665 shares; $73,000 loan) exists but is managed under a stringent policy; one late Form 4 was administrative (low severity) .
- Transition Consideration: CFO responsibilities transitioned to A. Brad Delco by Oct 24, 2025; Kuhlow’s focus as CAO/PAO supports continuity of controls and reporting; monitor any future equity or role changes for signaling .