Spencer Frazier
HUNT J B TRANSPORT SERVICESAbout Spencer Frazier
Spencer Frazier, 54, is Executive Vice President of Sales and Marketing at J.B. Hunt, having joined the company in 1992 as a Management Trainee and elevated to EVP on July 26, 2022 after 11 years as SVP of Sales . Company performance metrics relevant to his incentive alignment: five-year total shareholder return of 152.66 through 2024, net income of $571 million in 2024, operating income of $831 million in 2024, and Compensation Committee-certified EBITDA CAGR of 11.7% and ROIC at the 67.9th percentile for the 2021–2023 award cycle, which paid out at 120% (EBITDA) and 135.8% (ROIC) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| J.B. Hunt Transport Services, Inc. | Executive Vice President, Sales & Marketing | Appointed July 26, 2022; current | Senior leadership over commercial strategy and go-to-market across segments, tied to operating income and ROIC incentive structures |
| J.B. Hunt Transport Services, Inc. | Senior Vice President, Sales | 11 years prior to July 2022 (held for “the past 11 years”) | Led sales organization through growth and technology-enabled solutions (e.g., J.B. Hunt 360), supporting revenue and operating income objectives embedded in bonus/RSU matrices |
External Roles
No external directorships or public company roles disclosed for Frazier in the proxy statements reviewed .
Fixed Compensation
Not individually disclosed for Spencer Frazier in the latest or recent proxy NEO tables (he is not listed among NEOs) .
Performance Compensation
The EVP’s incentive design follows the company’s Management Incentive Plan (MIP) applicable to Section 16 officers: annual cash bonus tied to operating income and long-term equity in performance-based RSUs linked to Operating Income (OI) and ROIC, with vesting over multi-year schedules .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Operating Income (RSU tranches) | 75% of annual RSU grants | Pre-set annual operating income goals by tranche | 2023 OI achieved $993 million, enabling 2024 installment vesting | Tranche-level vesting only when OI goal met; forfeiture if miss | Incremental vesting over 3–10 years, annual tranches, service + performance |
| ROIC (3-year RSU) | 25% of annual RSU grants | Cumulative 3-year ROIC vs independent peer group percentile | 2021–2023: ROIC at 67.9th percentile | 135.8% payout for 2021 grant ROIC portion | Single cliff vest at end of 3-year performance period, subject to certification |
| EBITDA (legacy 2021 grant) | Discrete 2021 award component | EBITDA CAGR range target 8.2–13.2% (three-year) | EBITDA CAGR achieved 11.7% | 120.0% payout for EBITDA portion (2021 grant) | Cliff vest on March 31, 2024 per certified results |
| Annual Cash Bonus (Company Bonus Plan) | % of base salary per bonus pool | 2024: Operating income (100%); 2025: 70% OI, 15% revenue ex-fuel surcharge, 15% preventable collisions per million miles | 2024 bonuses not earned (missed thresholds) | Not paid for 2024 | Paid after year-end based on achieved metrics |
Equity Ownership & Alignment
- Stock ownership guidelines: Executive Vice Presidents must hold 3.5x base salary in company stock; all covered officers either met guidelines or are within permitted accumulation period; retention of shares from vesting until guideline met .
- Pledging policy: Any new or additional pledges require Corporate Governance Committee pre-approval; annual review of pledges; disclosed pledges include Darren Field (5,992 shares; $325,000 balance), John Kuhlow (2,665; $73,000), and John N. Roberts III (217,028; $1,802,527). Frazier is not listed among officers with pledged shares in the disclosure .
- Section 16 compliance note: One late Form 4 for Frazier due to an administrative issue (RSU vesting tax withholding) .
Insider Transactions (selling pressure monitor)
| Date | Type | Shares | Avg. Price ($) | Proceeds ($) | Post-transaction direct holdings | Source |
|---|---|---|---|---|---|---|
| 2024-11-06 | Sale | 2,200 | 194.21 | 427,251 | 17,923 direct shares | |
| 2023-11-30 | Sale | 1,527 | 184.77 | 282,145 | 18,291 direct shares |
Note: Third-party reports differ on post-sale holdings (e.g., one report cited 4,050 direct shares and 1,644 indirect as of 2024-11-06); preference is to rely on SEC-linked data via OpenInsider/EDGAR for holdings after transactions .
Employment Terms
- Employment agreements/severance: Company generally does not have employment contracts or predetermined personal severance agreements for executives .
- Change-in-control: Double trigger required for equity acceleration (change in control plus termination without cause, good reason resignation, or retirement); Committee may accelerate vesting for death or disability .
- Non-compete: Awards under the MIP carry a two-year non-competition covenant post-employment .
- Clawback: NASDAQ/SEC-compliant clawback policy; recoup excess incentive comp upon material restatement; broad MIP discretion for reduction/cancellation/recoupment upon policy breaches; no restatements requiring recovery in 2024 .
- Perquisites: Financial counseling allowance up to $15,000; country club and airline/rental car club memberships; home security services; occasional administrative support on personal matters; event tickets at no incremental cost .
Investment Implications
- Pay-for-performance alignment: Frazier’s incentives are primarily tied to operating income and multi-year ROIC/EBITDA outcomes with rigorous tranche-level vesting and forfeiture for misses, supporting shareholder alignment and retention through extended vesting horizons .
- Selling pressure watch: Two disclosed sales totaling 3,727 shares across 2023–2024; no purchases reported; monitor trading windows and upcoming vesting dates for potential supply overhang, noting holdings data should be validated directly via EDGAR .
- Alignment/pledging risk: EVP-level 3.5x salary ownership guideline and retention policy reduce misalignment risk, and Frazier is not disclosed among pledged-share insiders; annual pledge oversight by the Corporate Governance Committee adds control .
- Contractual protections: Absence of guaranteed severance, presence of double-trigger equity acceleration, two-year non-compete, and robust clawback policy collectively temper windfall risk and enhance governance .
- Execution backdrop: Company’s five-year TSR of 152.66 and certified EBITDA/ROIC outcomes illustrate a performance environment that historically translated into above-target vesting on multi-year awards; 2024 cash bonus was not earned, highlighting the program’s downside accountability .