Thad Hill
HUNT J B TRANSPORT SERVICESAbout Thad Hill
Thad (John B., III) Hill, age 57, has served on J.B. Hunt’s board since 2021. He is Executive Chairman of Calpine Corporation and previously served as Calpine’s President and CEO (2014–2024); earlier, he was EVP of NRG Energy and President of NRG Texas. Hill holds a BA from Vanderbilt University magna cum laude and an MBA from Dartmouth’s Tuck School (Edward Tuck Scholar), with board-designated strengths in capital markets and leading diverse, geographically dispersed workforces .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Calpine Corporation | President & CEO; later Executive Chairman | CEO 2014–2024; Executive Chairman since 2024 | Led one of the largest competitive power companies; multi-state operations |
| NRG Energy / NRG Texas | EVP; President of NRG Texas | Prior to Calpine (years not disclosed) | Ran NRG’s largest regional business |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Alfred P. Sloane Foundation | Board/affiliation | Not disclosed | Non-profit/academic involvement |
| Amos Tuck School of Dartmouth College | Board/affiliation | Not disclosed | Academic affiliation |
| Episcopal High School | Board/affiliation | Not disclosed | Education governance |
| Greater Houston Partnership | Board/affiliation | Not disclosed | Regional business leadership group |
Board Governance
- Independence: Board determined Hill is independent under NASDAQ standards .
- Committees: Chair, Executive Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Meeting attendance: All current directors attended all Board and committee meetings in 2024; Board met 5 times, committees met 18 times (Audit 9, Compensation 5, Governance 4) .
- Lead Independent Director & executive sessions: The Board maintains an Independent Lead Director (James Robo) and holds executive sessions of independent directors every regular meeting .
- Independence of committees: All Board committees are composed solely of independent directors per formal charters .
Fixed Compensation
| Component | FY2024 Amount | FY2025 Structure | Notes |
|---|---|---|---|
| Annual Board retainer | $280,000 | $285,000 | Paid in JBHT stock or cash at director election |
| Audit Committee member | $20,000 | $20,000 | Not applicable to Hill |
| Compensation Committee member | $15,000 | $15,000 | Hill is member and Chair; chair add’l below |
| Governance Committee member | $10,000 | $10,000 | Hill is member |
| Compensation Committee Chair | $25,000 | $25,000 | Hill is Chair |
| Governance Committee Chair | $10,000 | $10,000 | Not applicable to Hill |
| Independent Lead Director | $25,000 | $25,000 | Not applicable to Hill |
| Total (Hill, FY2024) | $329,995 | — | Hill elected ~85% stock (1,710 shares at $163.74), $50,000 cash |
- FY2024 fees by form: Hill received $279,995 in stock and $50,000 in cash (no option/RSU grants) .
- Program review: Meridian Compensation Partners provides independent assessment; Board targets competitive range vs peers .
Performance Compensation
- No performance-based director compensation (no RSU or option awards for nonemployee directors in 2024; retainers can be elected in stock) .
Other Directorships & Interlocks
| Company | Public? | Role | Notes |
|---|---|---|---|
| Calpine Corporation | No (no longer publicly traded) | Executive Chairman; former CEO | Current principal occupation; prior public status noted |
| Other public boards (current) | — | — | None disclosed for Hill |
- Overboarding policy: JBHT limits directors to ≤4 public boards in total; requires Board pre-approval for new public boards .
Expertise & Qualifications
- Finance/capital markets and leadership of large, geographically dispersed workforces .
- Academic credentials: Vanderbilt BA (magna cum laude); Tuck MBA (Edward Tuck Scholar) .
Equity Ownership
| Holder | Shares Beneficially Owned (Direct) | Indirect | % of Class | Ownership Guidelines |
|---|---|---|---|---|
| Thad Hill | 6,186 | — | <1% | Directors must own ≥3x estimated annual compensation within 5 years; all directors comply or are within accumulation period |
- Shares outstanding used for %: 100,008,209 (as of Feb 18, 2025) .
- Pledging: JBHT permits pledges under strict policy; pledged share detail disclosed for certain officers—no pledges disclosed for Hill .
Insider Trades
| Item | Observation |
|---|---|
| Section 16(a) compliance | Company reports certain late Form 4 filings for specified executives; no late filings disclosed for Hill |
| Director transactions in proxy | Proxy discloses director fee elections in stock; no separate insider sell/buy transactions enumerated for Hill |
Governance Assessment
-
Positives:
- Independent director with relevant capital markets and operational leadership; chairs Compensation Committee, signaling governance depth .
- Strong attendance (100%) and committee engagement; independent-only committees and robust charters .
- Ownership alignment via 3x retainer guideline; Hill elected majority of fees in stock in 2024 (≈85%), signaling skin-in-the-game .
- No related-party transactions or familial ties disclosed for Hill; independence affirmed annually .
-
Watch items:
- Calpine role: While Calpine is private, ongoing executive chair duties could pose time demands; monitor for potential overboarding if Hill adds public boards (JBHT policy cap at 4 and Board pre-approval mitigates) .
- Compensation Committee authority includes setting executive incentives; investors should track metric rigor changes (recent shift toward ROIC emphasis for NEOs) as a signal of pay-for-performance discipline .
-
Red flags:
- None identified specific to Hill (no related-party ties, pledging, or Section 16 issues disclosed) .
Additional context: Say-on-pay received 95.9% approval in 2024, suggesting shareholder support for compensation oversight under Hill’s committee leadership .