Stuart Scott
HUNT J B TRANSPORT SERVICESAbout Stuart Scott
Stuart Scott is Executive Vice President and Chief Information Officer of J.B. Hunt Transport Services, appointed effective January 1, 2016; he is 58 years old and appears in the company’s 2025 proxy among executive officers (not as a named executive officer) . He previously served as CIO at Tempur-Sealy International, CIO at Microsoft, and CIO for various General Electric businesses; he holds a B.S. and M.S. in Engineering from the University of Louisville and an MBA from Vanderbilt, and was recognized by CIO Magazine’s Top 100 CIOs and InformationWeek’s Top 30 CIOs . As of November 12, 2024, the company highlighted a “tenured management team,” listing Scott with 8 years of service at J.B. Hunt, consistent with a 2016 start date . Company performance context over his tenure shows multi‑year total shareholder return (TSR) strength and elevated operating income through 2022 before a cyclical reset in 2023, which is central to pay‑for‑performance alignment at J.B. Hunt .
| Company Performance (USD thousands where applicable) | 2020 | 2021 | 2022 | 2023 |
|---|---|---|---|---|
| Cumulative TSR (Value of $100) | 118.10 | 177.90 | 153.12 | 177.00 |
| Net Income | 506,035 | 760,806 | 969,351 | 728,287 |
| Operating Income | 713,119 | 1,045,530 | 1,331,553 | 993,196 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tempur‑Sealy International | Chief Information Officer | Not disclosed | Senior enterprise CIO experience prior to JBHT |
| Microsoft | Chief Information Officer | Not disclosed | Senior enterprise CIO experience prior to JBHT |
| General Electric (various businesses) | Chief Information Officer | Not disclosed | Senior enterprise CIO experience prior to JBHT |
| Webvan | VP, Business Development | Not disclosed | E‑commerce/last‑mile exposure; complements logistics technology focus |
| J.B. Hunt Transport Services | EVP & Chief Information Officer | 2016–present | Recruited to “further expand [J.B. Hunt’s] technological capabilities” |
External Roles
No public company directorships or external board roles are disclosed for Scott in J.B. Hunt’s proxy statements and filings reviewed .
Fixed Compensation
Scott’s individual base salary, target bonus, and actual bonus payout are not disclosed because he was not a Named Executive Officer (NEO) in the 2024 proxy; however, as an executive officer and Section 16 reporting officer, he participates in the same annual and long‑term incentive frameworks overseen by the Executive Compensation Committee for executive officers and Section 16 officers under the company’s Management Incentive Plan (MIP) .
Performance Compensation
The company’s incentive design—applicable to executive officers and Section 16 officers—emphasizes operating performance and returns (ROIC), with recent revisions for 2025 increasing long‑term performance weighting and adding a safety metric to the annual plan .
| Plan | Metric(s) | Weighting | Target/Range | Vesting/Payout | 2024 Actual |
|---|---|---|---|---|---|
| Annual Bonus (2024) | Operating Income (full‑year) | 100% | Matrix: $938mm–$1.269bn OI maps to 15%–185% CEO/President and 15%–160% other NEOs bonus as % of salary | Single payout in Jan‑2025 based on 2024 results | 0% (OI of $831mm below threshold) |
| Annual Bonus (2025) | Operating Income; Revenue ex‑fuel; Preventable collisions per million miles | 70% OI; 15% Revenue ex‑fuel; 15% Safety | Payouts from 37.5%–300% of salary for CEO/Chair and 25%–200% for other NEOs across 85%–115% of targets (safety inversely measured) | Single payout after FY2025; Committee may adjust for unusual items | Not applicable (future period) |
| LTI (2024 grants) | Performance RSUs – Operating Income | 75% of annual award | Annual OI targets per tranche | Incremental vesting over 3–10 years; tranche forfeiture if goals not met | Structure disclosed; vesting subject to OI |
| LTI (2024 grants) | Performance RSUs – ROIC (3‑yr relative) | 25% of annual award | ROIC vs 13‑company peer group; 0%–200% vesting | Single cliff at 3 years | Structure disclosed |
| LTI (2025 design change) | Performance RSUs – ROIC (3‑yr) with OI CAGR modifier | 60% of annual award | 0%–200% on ROIC, then ±20% modifier on OI CAGR → 0%–240% | Single cliff at 3 years | Adopted Jan 22, 2025 |
| LTI (2025 design change) | Time‑based RSUs | 40% of annual award | N/A | 40%/40%/20% annual vesting over 3 years (transitioning to 40/30/30 in 2026 and 1/3 annually from 2027) | Adopted Jan 22, 2025 |
Notes:
- The company eliminated EBITDA and standalone operating income as singular LTI measures from 2025, shifting emphasis to multi‑year ROIC with an operating income CAGR modifier to reinforce long‑term value creation while preserving annual performance discipline .
- Historical 2021 three‑year LTI based on EBITDA CAGR and relative ROIC vested at 120.0% and 135.8%, respectively (performance period 2021–2023), illustrating realized linkages in prior cycles .
Equity Ownership & Alignment
- Stock ownership guidelines require Executive Vice Presidents to hold 3.5x base salary in company stock within 5–8 years, with a retention policy requiring shares from vesting/exercise to be held until guidelines are met; all covered officers are either compliant or within the allowed build period .
- Clawback: The company maintains a Dodd‑Frank compliant clawback for erroneously awarded incentive‑based compensation following a restatement; the MIP also allows reduction, cancellation, or recoupment for policy breaches or conduct detrimental to the company .
- Hedging/derivatives are prohibited for directors/officers/covered employees; pre‑clearance and 10b5‑1 trading plan notification are required under the insider trading policy .
- Pledging: Directors/officers may pledge shares only if they (i) meet ownership guidelines excluding pledged shares and (ii) the loan amount is disclosed annually; new pledges require Corporate Governance Committee review (with grandfathering for pre‑Jan 20, 2022 pledges) . The 2025 proxy discloses pledged shares for three insiders (not including Scott): Darren Field (5,992 pledged; $325,000 loan), John Kuhlow (2,665; $73,000), and John N. Roberts III (217,028; $1,802,527) .
- Beneficial ownership: Scott’s current beneficial ownership is not itemized in the Security Ownership table because he was not a named executive officer; initial hire‑related restricted stock grants disclosed on his Form 3 included 11,500 and 12,150 shares (vesting period to Aug 15, 2020) and 30,000 shares (vesting cycle extending to Aug 15, 2025), which provides visibility into legacy vesting supply .
| Scott – Initial Equity Grants (Form 3) | Date First Vesting/Exercisable | Final Vesting/Expiration | Units |
|---|---|---|---|
| Restricted Stock | 07/15/2016 | 08/15/2020 | 11,500 |
| Restricted Stock | 07/15/2016 | 08/15/2020 | 12,150 |
| Restricted Stock | 07/15/2016 | 08/15/2025 | 30,000 |
Implication:
- The hire grant’s final tranche date of Aug 15, 2025 suggests a potential vesting‑related supply event in 2025, subject to plan terms and any prior vesting/forfeitures; subsequent transactions (sales/retentions) are not disclosed in the 2025 proxy for Scott .
Employment Terms
| Term | Details |
|---|---|
| Employment start date | January 1, 2016 (CIO/EVP appointment) |
| Years of service | 8 years as of Nov 12, 2024 (management team disclosure) |
| Employment contract | The company generally has no employment contracts or predetermined personal severance agreements for executives |
| Severance/change‑of‑control | Double trigger for MIP equity: acceleration requires both a change‑in‑control and termination without cause/retirement/resignation for good reason; the Committee may accelerate vesting upon death or disability |
| Non‑compete | MIP awards are subject to non‑competition covenants for two years following cessation of employment |
| Clawback | Dodd‑Frank compliant clawback policy; MIP recoupment provisions for policy breaches or detrimental conduct |
| Insider trading | Derivative/short sales prohibited; pre‑clearance required; Rule 10b5‑1 plan notice required |
| Ownership guidelines | Executive Vice Presidents: 3.5x base salary; retention until compliant |
| Tax gross‑ups/perks | No tax gross‑up policy disclosed for golden parachutes; limited perquisites (e.g., optional financial counseling up to $15,000, limited personal aircraft use) exist, but individual NEO-only detail is presented; Scott not an NEO in 2024 |
Compensation Structure Analysis
- Increased long‑term, multi‑year performance risk: Beginning with 2025 grants, 60% of executive annual LTI is tied to 3‑year relative ROIC with a ±20% operating income CAGR modifier (0%–240% vest), replacing prior reliance on operating income/EBITDA as singular performance measures; 40% is time‑based RSUs vesting over three years, transitioning to equal annual vesting by 2027 .
- Annual bonus rigor and safety overlay: The 2025 annual incentive adds revenue ex‑fuel and a safety collisions rate to the 70% operating income metric; no 2024 annual bonuses were paid as operating income fell below the threshold, indicating discipline in short‑term pay outcomes when results lag targets .
- Ownership alignment and risk controls: Robust ownership/retention requirements, a formal clawback, and prohibition on hedging reduce misalignment risks; pledging is tightly controlled and disclosed, with no pledge reported for Scott in the 2025 proxy .
Say‑on‑Pay & Shareholder Feedback
Shareholders approved the 2024 advisory vote on NEO compensation with 95.9% of votes cast; the Committee considered this outcome in setting 2025 program changes (peer benchmarking led by Meridian) .
Expertise & Qualifications
Scott’s credentials include enterprise‑scale CIO roles at technology and industrial leaders (Microsoft, GE), consumer durables (Tempur‑Sealy), and a last‑mile startup (Webvan), supported by engineering and MBA degrees and industry recognition (CIO 100; InformationWeek Top 30). The company also emphasizes a “leading technology platform with J.B. Hunt 360°,” aligning with Scott’s remit as CIO .
Investment Implications
- Alignment and retention: As an EVP/CIO and Section 16 officer under the MIP, Scott’s incentives are predominantly performance‑based, increasingly tied to multi‑year ROIC with an operating income growth overlay, and governed by strict ownership and clawback policies—factors that enhance long‑term alignment and lower governance risk .
- Near‑term supply watch: The initial hire grant disclosed on Scott’s Form 3 shows a vesting cycle extending to August 15, 2025; investors should monitor 2025 vesting windows for potential selling pressure, noting company‑wide insider trading and retention policies that may moderate flow‑through .
- Pay‑for‑performance discipline: The zero bonus payout for 2024 and the addition of safety and revenue ex‑fuel to the 2025 plan indicate continued tightening of performance linkage; the shift to heavier 3‑year ROIC weighting underscores management’s confidence in long‑term value creation levers (intermodal density, returns focus), which is supportive for multi‑year TSR resilience .