Sharilyn S. Gasaway
HUNT J B TRANSPORT SERVICESAbout Sharilyn S. Gasaway
Sharilyn S. Gasaway (age 56) is an independent director of J.B. Hunt Transport Services, Inc. since 2009, currently serving as Audit Committee Chair and member of the Executive Compensation and Nominating & Corporate Governance Committees. A CPA, she was EVP & CFO of Alltel Corp. (2006–2009) and previously Corporate Controller and Principal Accounting Officer, leading the finance side of Alltel’s large private equity buyout and integration with Verizon; she began her career at Arthur Andersen LLP and holds an accounting degree from Louisiana Tech University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alltel Corp. | EVP & CFO | 2006–2009 | Led finance through largest telecom PE buyout; integration with Verizon; prior Corporate Controller/PAO (2002–2006) |
| Arthur Andersen LLP | Auditor | ~8 years (prior to 1999) | Public accounting and audit experience |
External Roles
| Organization | Role | Tenure/Status | Committee Positions |
|---|---|---|---|
| Genesis Energy, LP | Director | Current | Chair of Audit Committee |
| HanesBrands Inc. | Director | Current | Not disclosed in JBHT proxy |
| Waddell & Reed Financial, Inc. | Director | Former (no longer public) | Chair of Audit Committee (historical) |
| Louisiana Tech University Foundation; LSU College of Business Advisory Board; Arkansas Children’s (Inc. and Foundation) | Board roles (private/non-profit) | Past 5 yrs | Not applicable |
Board Governance
- Independence: The Board affirmatively determined Sharilyn S. Gasaway is independent under NASDAQ standards .
- Committee assignments (2024/2025 cycle): Audit (Chair), Executive Compensation, Nominating & Corporate Governance .
- Attendance: All current directors attended all Board and assigned committee meetings in 2024; there were 5 Board and 18 committee meetings .
- Shareholder support: At the April 25, 2024 annual meeting, Gasaway’s director election received 88,727,061 “For”, 3,509,247 “Against”, 41,671 “Abstain”, 4,128,837 “Non Votes” .
| Governance Element | Detail |
|---|---|
| Lead Independent Director | James L. Robo; independent director executive sessions held regularly |
| Overboarding guideline | ≤4 public boards total; Board pre-approval required for new seats |
| Related-party transaction oversight | Corporate Governance Committee reviews/approves all related-party transactions |
Fixed Compensation
| Component (Annual, 2024 cycle) | Amount (USD) | Notes |
|---|---|---|
| Base retainer | $280,000 | Payable in stock/cash at director’s election |
| Audit Committee – member retainer | $20,000 | Member fee |
| Audit Committee – chair retainer | $25,000 | Additional chair fee |
| Executive Compensation Committee – member retainer | $15,000 | Member fee |
| Nominating & Corporate Governance Committee – member retainer | $10,000 | Member fee |
| 2024 total paid | $349,912 | Paid entirely in stock |
| Shares received for 2024 retainers | 2,137 shares | Based on $163.74 closing price on Apr 25, 2024 |
- 2025 program adjustments: Base retainer increased to $285,000; committee and chair fees unchanged; still electable as stock/cash mix .
Performance Compensation
- No performance-based or option awards are disclosed for nonemployee directors; compensation consists of fixed retainers payable in cash or company stock at the director’s election .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public boards | Genesis Energy, LP (Audit Chair); HanesBrands Inc. |
| Potential interlocks/conflicts | None disclosed involving Gasaway; JBHT related-party transactions disclosed elsewhere do not involve her |
| Board independence & executive sessions | Independent director sessions held; Lead Independent Director facilitates |
Expertise & Qualifications
- CPA; deep accounting, finance, M&A, and regulatory expertise; former Fortune 500 CFO .
- Audit committee “financial expert” attributes are present in a majority of Audit Committee members per Board determination; Gasaway’s background aligns with these attributes .
Equity Ownership
| Holder | Direct Shares | Indirect Shares | % of Class | Pledging |
|---|---|---|---|---|
| Sharilyn S. Gasaway | 29,909 | 265 | <1% | No pledging disclosed for Gasaway; pledging table lists other executives only |
- Director stock ownership guideline: Each director must own 3× estimated annual compensation in JBHT stock within 5 years; all comply or are within accumulation period .
Insider Trades
| Date (Filing) | Transaction | Shares | Price | Source |
|---|---|---|---|---|
| 2025-04-28 (period 2025-04-24) | Form 4 filed (details in filing) | — | — | |
| 2022-05-19 | Open-market buy | 650 | $161.87 | |
| 2021-06-17 | Open-market sale | 10 | $164.92 | |
| 2010-07-15 | Form 4 filed | — | — |
Note: Insider trade details beyond the above should be reviewed directly in the linked SEC Form 4 filings.
Governance Assessment
- Strengths: Independent director with deep finance/audit credentials; Audit Committee Chair; full attendance; strong shareholder support in 2024; compensation paid fully in stock (alignment) .
- Alignment: Ownership guideline of 3× compensation and election to receive retainers in stock; beneficial ownership disclosed; no pledging disclosed for Gasaway .
- Oversight & risk: Committees comprised solely of independent directors; Audit Committee charter covers auditor oversight, internal controls, cybersecurity, and related-party review; Corporate Governance Committee explicitly oversees related-party transactions .
- Potential red flags: None disclosed specific to Gasaway (no related-party ties, no attendance issues, no option repricing, no hedging/derivatives per policy). Overboarding risk mitigated by JBHT limit of ≤4 public boards and pre-approval; Gasaway’s public board count (JBHT + Genesis + HanesBrands) appears within the guideline .