Shelley Simpson
HUNT J B TRANSPORT SERVICESAbout Shelley Simpson
Shelley Simpson (age 53) is Chief Executive Officer (since July 1, 2024) and President (since August 2022) of J.B. Hunt Transport Services; she joined the company in 1994 and holds a degree from the University of Arkansas . She became a director in 2024 and is a management (non‑independent) member of the Board with no committee assignments . Under her broader leadership team’s initiatives, JBHT advanced service innovation (e.g., Quantum intermodal with 95%+ on‑time delivery, expansion in Mexico lanes, acquisition of Walmart intermodal assets) and sustainability (≈16% reduction in carbon emission intensity from 2019 baseline) . The company’s say‑on‑pay support remained strong (95.9% approval in 2024), and compensation programs emphasize operating income, ROIC and long‑term equity to drive alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| J.B. Hunt | Chief Executive Officer | 2024–present | CEO succession from Executive Chairman John Roberts; continuity of strategy and execution |
| J.B. Hunt | President | 2022–present | Enterprise commercial and operational leadership across segments |
| J.B. Hunt | EVP, People & Human Resources | 2020–2022 | Human capital strategy and leadership development |
| J.B. Hunt | Chief Commercial Officer | 2017–2022 | Go‑to‑market, customer solutions, growth initiatives |
| J.B. Hunt | President, Highway Services | 2017–2020 | Segment leadership; network and service development |
| J.B. Hunt | President, Truckload; President, Integrated Capacity Solutions; Chief Marketing Officer | — | Multiple prior senior roles across operations and marketing |
External Roles
| Organization | Role | Years |
|---|---|---|
| Mercy Health Foundation NWA | Board/Private Organization role | — |
| Razorback Foundation | Board/Private Organization role | — |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | 800,000 | 900,000 (+12.5%) | 929,000 (+3.2%) |
Notes: 2024 salaries reflect changes effective July 1, 2024 upon CEO transition .
Performance Compensation
Annual Bonus (Design, Targets, Outcomes)
| Year | Metrics | Weight | Target Bonus (% of Salary) | Payout Range (% of Salary) | Actual Payout |
|---|---|---|---|---|---|
| 2024 | Operating Income | 100% | 105% (CEO/President) | 15%–185% (CEO/President) | 0% (below threshold; Operating Income $831mm vs $938mm threshold) |
| 2025 | Operating Income; Revenue ex‑fuel; Preventable Collisions per MM miles | 70% / 15% / 15% | 150% (CEO target) | 37.5%–300% (CEO range) | TBD (performance year in progress) |
Long‑Term Equity Awards (Selected Multi‑Year Grants – Shelley Simpson)
| Grant Year | Instrument | Units (#) | Grant Date | Grant Fair Value ($) | Vesting/Performance |
|---|---|---|---|---|---|
| 2024 | Annual Operating Income Performance‑Based RSUs | 14,929 | 1/22/2024 | Included in total below | Annual tranches; each tranche subject to annual OI goals |
| 2024 | Annual ROIC Performance‑Based RSUs | 4,976 | 1/22/2024 | Included in total below | 3‑year relative ROIC; cliff on 3/31/2027 |
| 2024 | Promotional OI Performance‑Based RSUs | 7,226 | 7/1/2024 | Included in total below | Annual tranches; OI goals |
| 2024 | Promotional ROIC Performance‑Based RSUs | 2,408 | 7/1/2024 | Included in total below | 3‑year relative ROIC; cliff 3/31/2027 |
| 2024 | Promotional Time‑Based RSUs | 31,509 | 7/1/2024 | Included in total below | Time‑based; see schedule below |
| 2024 | Total 2024 Stock Awards (Fair Value) | — | — | 10,406,600 | — |
| 2023 | Annual OI Performance‑Based RSUs | 16,231 | 1/19/2023 | Included in total below | Annual tranches; OI goals |
| 2023 | Annual ROIC/EBITDA Performance‑Based RSUs | 5,410 | 1/19/2023 | Included in total below | 3‑yr ROIC & EBITDA; cliff 3/31/2026 |
| 2023 | Total 2023 Stock Awards (Fair Value) | — | — | 3,894,298 | — |
| 2022 | Annual OI Performance‑Based RSUs | 8,420 | 1/20/2022 | Included in total below | Annual tranches; OI goals |
| 2022 | Annual ROIC/EBITDA Performance‑Based RSUs | 2,806 | 1/20/2022 | Included in total below | 3‑yr ROIC & EBITDA; cliff 3/31/2025 |
| 2022 | Promotional OI Performance‑Based RSUs | 28,880 | 7/20/2022 | Included in total below | 10‑year schedule; annual tranches |
| 2022 | Total 2022 Stock Awards (Fair Value) | — | — | 7,080,985 | — |
Program changes effective 2025: 60% of NEO equity in 3‑year cliff ROIC RSUs with an operating income CAGR modifier (0%–240% payout), 40% time‑based RSUs with front‑loaded vesting shifting to equal thirds by 2027; EBITDA removed as a standalone metric .
Notable vesting and prior performance certifications
- 2021 three‑year performance awards vested in March 2024 at 120.0% (EBITDA CAGR 11.7%) and 135.8% (ROIC at 67.9th percentile); 2023 OI‑based annual tranche vested in Jan 2024 based on 2023 OI of $993mm .
- Some 2025‑scheduled OI/EBITDA tranches were subsequently forfeited due to non‑achievement (marked “*” in outstanding awards table) .
Near‑term vesting schedule (selected)
| Award | Shares Vesting | Vest Date |
|---|---|---|
| Time‑Based RSUs (promotional) | 10,503 | 7/1/2031 |
| Time‑Based RSUs (promotional) | 10,503 | 7/1/2032 |
| Time‑Based RSUs (promotional) | 10,503 | 7/1/2033 |
| ROIC‑based RSUs (2024 annual) | 4,976 (cliff) | 3/31/2027 |
| ROIC‑based RSUs (2024 promotional) | 2,408 (cliff) | 3/31/2027 |
Equity Ownership & Alignment
| Ownership Detail (as of 2/18/2025) | Value |
|---|---|
| Beneficially owned – Direct | 106,209 shares (<1% of class) |
| Beneficially owned – Indirect | 50,019 shares (<1% of class) |
| Ownership guidelines (CEO) | 6x base salary; officers in compliance or within time window |
| Hedging policy | Prohibits short sales and derivative hedges; 10b5‑1 plans must be pre‑cleared |
| Pledging policy | Allowed only with conditions; Simpson not listed among pledged share holders (others disclosed) |
| Stock options outstanding | None (company‑wide for NEOs) |
Unvested awards snapshot (12/31/2024 market values at $170.66):
- Time‑based RSUs: 31,509 units ($5,377,326) .
- Selected performance‑based unearned categories: 23,104 units ($3,942,929); 12,174 units ($2,077,615); 5,410 units ($923,271); plus 14,929 OI units ($2,547,783), 4,976 ROIC units ($849,204), 7,226 OI units ($1,233,189) and 2,408 ROIC units ($410,949) among others .
2024 RSUs vested and shares retained:
- Vested: 19,560 shares ($3,923,284); Retained: 10,863 shares (balance often net of taxes) .
Employment Terms
- Employment contracts/severance: No individual employment contract or fixed severance multiple; equity under the MIP accelerates upon “double‑trigger” change‑in‑control (CIC) (CIC plus qualifying termination); committee may accelerate upon death/disability .
- Non‑compete/non‑solicit: RSU awards include a two‑year non‑compete post‑termination .
- CIC equity value (as of 12/31/2024): $19,653,206 for Simpson (immediate vest of all RSUs at $170.66) .
- Clawback: Dodd‑Frank compliant policy to recover excess incentive pay on restatement; no recoveries required in 2024; broad recoupment language in MIP for misconduct .
- Perquisites (2024): $42,454 total (notable items: personal aircraft $11,489; financial counseling $15,000; club dues $10,799; security $3,716) plus $10,350 401(k) contribution .
- Deferred compensation: Plan exists; no NEO participation in 2024 .
- Benefits: No SERP; standard benefits (e.g., life insurance up to $750k; LTD up to $10k/month) .
Board Governance
- Role: Management director since 2024; non‑independent; no board committees .
- Structure: Chair and CEO roles separated; Independent Lead Director (James L. Robo); committees comprised solely of independent directors .
- Attendance: Five Board meetings and 18 committee meetings in 2024; all current directors attended all meetings on which they served .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled meeting .
- Director pay: Only non‑employee directors receive Board compensation; employee‑directors like Simpson receive none .
Compensation Peer Group & Say‑on‑Pay
- Peer group benchmarking: 14 transportation/logistics peers; objective near the 50th percentile for total compensation; Meridian Compensation Partners engaged; independent .
- ROIC peer group updates: XPO replaced by RXO (July 2024); Expeditors replaced by Werner (Jan 2025), applied retroactively to unvested ROIC awards .
- Say‑on‑pay results: 95.9% approval at 2024 Annual Meeting; annual frequency affirmed in 2023 .
Performance & Track Record (selected)
- Service innovation: Quantum intermodal service launched targeting service‑sensitive freight with 95%+ on‑time, faster than traditional intermodal; Mexico cross‑border expansion via Eagle Pass gateway; acquisition of Walmart intermodal assets to pre‑fund growth .
- Sustainability: ≈16% reduction in carbon emission intensity from 2019 baseline toward 32% by 2034; DJSI North America recognition; >200 alternative‑powered vehicles; 64% of 2024 purchased fuel bio‑blended/renewable; estimated 3.58 million MT CO2e avoided via intermodal vs truck .
- Public leadership: Delivered keynote at ACT Expo 2024 highlighting decarbonization strategy .
Compensation Structure Analysis
- Higher equity mix and long vesting: 2024 stock awards ($10.41m) far exceeded base salary ($857k in 2024), with significant performance‑based components and 3‑year cliffs, increasing alignment and retention “hooks” .
- 2024 short‑term pay discipline: No annual bonus paid for 2024 as operating income missed the plan threshold ($831mm vs $938mm threshold), reflecting pay‑for‑performance rigor .
- 2025 LTI shift: Increased emphasis on multi‑year relative ROIC and operating income growth modifier, removal of EBITDA as a standalone metric, and more cliff vesting — heightening long‑term performance orientation .
- Ownership alignment safeguards: Robust stock ownership (CEO 6x salary), hedging prohibition, controlled pledging policy; Simpson not disclosed as pledging shares .
Risk Indicators & Red Flags Checklist
- Hedging/derivatives: Prohibited .
- Pledging: Permitted with safeguards; Simpson not listed among pledged share disclosures (others are) .
- Related‑party transactions: Certain transactions disclosed for other insiders; none noted for Simpson .
- Option repricing: No options outstanding; RSUs only .
- Clawback and late filings: Clawback in place; administrative late Form 4s noted for certain officers, not Simpson .
- Say‑on‑pay: Strong approval (95.9%) reduces near‑term shareholder dissent risk .
Equity Ownership & Vesting Pressure (Context for Trading)
- 2024 vesting: 19,560 shares vested for Simpson with 10,863 retained, indicating some tax‑withholding‑related share netting; no 2024 cash bonus .
- 2025–2027: Material unvested OI and ROIC tranches scheduled, including ROIC cliffs in 2027 (4,976 and 2,408 units), with some 2025 OI/EBITDA tranches already marked forfeited for under‑performance .
- Options: None; reduces sudden in‑the‑money exercise supply shocks relative to option‑heavy plans .
Investment Implications
- Alignment and retention: Heavy use of performance‑based and long‑dated RSUs, increased 3‑year cliff weighting, strict bonus thresholds, and 6x ownership guideline collectively support strong pay‑for‑performance alignment and reduce flight risk for the CEO .
- Execution incentives: 2025 plan weights operating income (70%), revenue ex‑fuel (15%), and safety (15%), with a 150% CEO target and up to 300% payout — sharpening focus on profitability, quality growth, and safety KPIs that matter for multiple expansion and cash generation .
- Supply overhang watch: While no options are outstanding, multi‑year RSU vesting remains meaningful; 2024 vesting and retention patterns and upcoming 2027 ROIC cliffs are notable for potential flow, subject to performance certification and tax netting .
- Governance quality: Split Chair/CEO, independent lead director, fully independent committees, robust clawback, hedging ban, and strong say‑on‑pay mitigate governance risk, particularly given Simpson’s dual role as CEO and director .