John N. Roberts, III
HUNT J B TRANSPORT SERVICESAbout John N. Roberts, III
Executive Chairman of the Board at J.B. Hunt Transport Services, Inc. (JBHT); age 60; University of Arkansas graduate. Director since 2010; retired as CEO effective July 1, 2024; previously served as President and Chief Executive Officer from 2010–2022 and led Dedicated Contract Services from 1997–2010 . Under his leadership, the company’s 5‑year cumulative total shareholder return (TSR) measured 152.66 as of 12/31/2024; 2024 operating income and net income were $831.2 million and $570.9 million, respectively .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| J.B. Hunt Transport Services, Inc. | Executive Chairman of the Board | 2024–present | Oversight of management and Board; role is an employed executive position (no director fees) . |
| J.B. Hunt Transport Services, Inc. | Chief Executive Officer | 2010–Jul 1, 2024 (CEO tenure ended 7/1/24) | Led enterprise strategy; retired as CEO on 7/1/24 . |
| J.B. Hunt Transport Services, Inc. | President & CEO | 2010–2022 | Guided enterprise as President & CEO . |
| J.B. Hunt Transport Services, Inc. | EVP & President, Dedicated Contract Services | 1997–2010 | Built/expanded DCS segment . |
| J.B. Hunt Transport Services, Inc. | Early roles: Management Trainee; EDI Services Coordinator; Regional Marketing Manager (Intermodal & Truckload); Business Development Executive (DCS); VP Marketing Strategy | 1989–1997 | Commercial/operational development across modes and sales/EDI . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Federal Reserve Bank of St. Louis | Director/Board involvement (private organization) | Prior 5 years (as disclosed) | Listed among other directorships (private) . |
| Arkansas Children’s Northwest | Board role (private organization) | Prior 5 years (as disclosed) | Listed among other directorships (private) . |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 | Notes |
|---|---|---|---|---|
| Base Salary ($) | 1,000,000 | 826,400 | 661,120 | 2024 CEO→Chair transition: from Jan 28–Jul 1, 2024 his annual base was $1,033,000, then $826,400 post 7/1; table reflects approved annual rates . |
| Target Annual Bonus (% of Salary) | — | 105% (CEO/President target in 2024 matrix) | 150% (Chairman/CEO target for 2025 plan) | 2024 plan tied fully to operating income; 2025 adds revenue ex‑fuel and safety . |
| Actual Annual Bonus ($) | — | 0 | — | No payout for 2024 as operating income was below threshold (reported $831m) . |
| Total Compensation ($) | 8,256,333 | 8,453,609 | — | 2024 includes $7,462,218 in stock awards; $57,552 other comp . |
Performance Compensation
Short-Term Incentive (Annual Cash)
| Year | Metric(s) | Weighting | Target | Actual |
|---|---|---|---|---|
| 2024 | Operating Income | 100% | CEO/President target 105% of salary; range 15%–185% vs OI matrix ($938m–$1.3bn) | 0% payout (reported OI $831m) . |
| 2025 | Operating Income; Revenue ex‑fuel; Preventable Collisions per MM miles | 70%; 15%; 15% | Chairman/CEO target 150% of salary; range 37.5%–300% (threshold to max) | TBD (plan approved 1/23/2025) . |
Long-Term Incentives (Equity – RSUs)
| Grant Year | Award Type | Metric | Weighting | Grant Date | Target Units | Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|---|
| 2024 | Performance RSU | Operating Income | 75% of annual award | Jan 22, 2024 | 27,619 | 5,596,714 | Annual installments over 4 years starting Jan 31, 2025, subject to OI goals . |
| 2024 | Performance RSU | Relative ROIC (3‑yr vs peer group) | 25% of annual award | Jan 22, 2024 | 9,206 | 1,865,504 | Single cliff vest Mar 31, 2027, subject to relative ROIC . |
| Design change (2025 grants) | Perf RSU + Time RSU | ROIC (with OI CAGR modifier); Time-based | 60% ROIC; 40% time-based | Jan 22, 2025 | — | — | ROIC vests cliff at 3 years (0%–240% of target with OI CAGR modifier); time-based vests 40%/40%/20% over 3 years; OI/EBITDA singular measures eliminated . |
| 2024 RSUs Vested (Realized) | Shares | Value ($) |
|---|---|---|
| Total vested for Roberts | 44,630 | 8,946,420 |
| Shares retained from 2024 vesting | 24,823 | — |
Notes:
- No stock options outstanding or granted in 2024–2022; program uses RSUs (reduces repricing risk) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 336,954 shares directly; less than 1% of class . |
| Shares Outstanding Basis | 100,008,209 shares outstanding as of Feb 18, 2025 . |
| Pledged Shares | 217,028 shares pledged; loan balance $1,802,527 (policy permits pledging under conditions) . |
| Hedging Policy | Prohibits derivatives, short sales, collars; 10b5‑1 plans require CFO office notice . |
| Ownership Guidelines | CEO multiple = 6× base salary; Committee sets and monitors guidelines and reports all covered are compliant or within time . |
| 2024 Vesting Supply | 44,630 shares vested; 24,823 retained; remainder commonly withheld/sold for taxes, implying some potential selling flow around vest dates . |
Employment Terms
| Provision | Summary |
|---|---|
| Employment Contract | None; no predetermined personal severance agreements . |
| Change‑in‑Control | Double‑trigger equity acceleration (CIC + qualifying termination/retirement/good reason); also death/disability acceleration permitted . |
| Post‑Termination Covenants | Non‑compete for 2 years post‑employment for equity awards under the MIP . |
| Potential CIC Equity Value (12/31/24) | $16,777,585 (immediate vesting value at $170.66) . |
| Clawback | Dodd‑Frank compliant policy to recover excess incentive comp after restatements; broad forfeiture/recoup under MIP for misconduct . |
| Perquisites | Financial counseling (up to $15k), limited aircraft personal use, club dues, security services; total “All Other Compensation” $57,552 in 2024 . |
Board Service, Roles, and Governance Implications
| Attribute | Detail |
|---|---|
| Board Tenure | Director since 2010 . |
| Current Role | Executive Chairman of the Board (employed executive; no director fees) . |
| Independence | Not independent . |
| Committees | None (committees comprised solely of independent directors) . |
| Dual‑Role Period | Served as both CEO and Executive Chairman from April 25, 2024 until CEO retirement on July 1, 2024 . |
| Board Structure | Company historically separates Chair/CEO roles (since 1985); Lead Independent Director (James L. Robo) convenes executive sessions . |
| Meeting Attendance | Five Board and 18 committee meetings in 2024; all current directors attended all meetings on which they served . |
Compensation Structure, Benchmarking, and Say‑on‑Pay
- Pay philosophy emphasizes competitive pay, high at‑risk components, short‑term OI bonus, and performance‑based RSUs aligned to operating income and multi‑year relative ROIC; 2025 shifts weight to 60% 3‑yr ROIC with OI CAGR modifier and 40% time‑based RSUs .
- Peer benchmarking uses a 14‑company group targeting around the 50th percentile; 2025 peer changes include replacing Stericycle with United Rentals; separate ROIC peer group updated to include RXO and Werner while removing XPO and Expeditors as noted .
- Independent consultant (Meridian Compensation Partners) engaged; Compensation Committee independent and active (met 5 times in 2024) .
- Say‑on‑Pay approval 95.9% at 2024 annual meeting; say‑on‑frequency annual supported by 98.2% in 2023 .
Related‑Party Transactions and Red Flags
- Customer revenue: $28.0 million from Simmons Foods, where Roberts’ brother is a Senior VP; transactions at arm’s length and on substantially similar terms to unrelated parties .
- Supplier spend: $648,568 to Prosport Express, where Roberts’ son was a Director of Sales; transactions at arm’s length and on substantially similar terms to unrelated parties .
- Stock pledging: Roberts has 217,028 pledged shares; while permitted under policy, pledging is a potential alignment risk if collateral calls occur .
Performance & Track Record Indicators
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Cumulative TSR Index | 118.10 | 177.90 | 153.12 | 177.00 | 152.66 |
| Net Income ($000s) | 506,035 | 760,806 | 969,351 | 728,287 | 570,886 |
| Operating Income ($000s) | 713,119 | 1,045,530 | 1,331,553 | 993,196 | 831,225 |
Compensation Committee Analysis (governance quality)
- 2024 Compensation Committee: Thad Hill (Chair), Sharilyn S. Gasaway, James L. Robo; all independent; used Meridian; reviewed risk and found no comp programs likely to cause material adverse effects .
Risk Indicators & Alignment Summary
- Positive: Robust clawback, hedging ban, stock ownership guidelines, strong say‑on‑pay support, committee independence .
- Watch items: Significant pledged shares (217k) could amplify downside pressure if collateral terms tighten; 2024 bonus zero payout aligns with below‑target OI; some 2021/operating‑income tranches were forfeited in 2025 for missed goals (performance discipline) .
- No stock options outstanding (limits repricing risk) .
Investment Implications
- Pay‑for‑performance appears intact: zero 2024 bonus against sub‑threshold OI and multi‑year ROIC gates for equity create real downside to comp when results lag, while 2025 design further lengthens performance horizon (60% 3‑year ROIC with OI CAGR modifier) .
- Selling/overhang risk: 44,630 shares vested in 2024 (value $8.95m) with 24,823 retained; combined with 217,028 pledged shares, this suggests potential periodic selling/withholding events around vesting and a pledged‑share overhang to monitor in Form 4s and future proxies .
- Governance: Short dual‑role period (Chair+CEO) ended July 1, 2024; structure otherwise maintains split roles and a strong Lead Independent Director—mitigating independence concerns going forward .
- Related‑party exposures appear controlled/arm’s‑length but merit ongoing oversight given family connections (customer and supplier ties) .
- Retention risk: Substantial unvested performance RSUs tied to ROIC and operating metrics, plus ownership guidelines, create retention hooks; absence of single‑trigger CIC and presence of non‑compete reduce transition risk costs .