Sector: Industrials
JB HUNT TRANSPORT SERVICES INC · Meeting: April 23, 2026
Directors FOR
8
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
Bryan Hunt is the son of company co-founders J.B. and Johnelle Hunt, making him a non-independent director with a direct familial relationship to the founding family that controls the company's heritage; per policy, a director with a familial relationship to senior management or founding ownership is a basis for a vote against, as family ties to founders can undermine independent oversight even when the individual holds no committee seat.
For Analysis
Joined the board in 2025, so he is within the 24-month new-director exemption from the stock performance trigger; no overboarding concerns (holds 2 outside public company seats); strong financial background as former Walmart CFO; no attendance issues reported.
JBHT's 3-year stock return of +44.6% matches the peer group median exactly (0.0pp gap), far below the 65pp underperformance threshold required to trigger a vote against a strong-positive-TSR company; no overboarding, no attendance issues, and relevant transportation/legal experience.
3-year TSR gap vs. peer median is 0.0pp, well within the 65pp threshold; serves on one outside public board; is a CPA and Audit Committee Chair with strong financial credentials; no attendance or independence concerns.
3-year TSR gap vs. peer median is 0.0pp, well within the 65pp threshold; holds one outside public company seat; strong financial and operational leadership background; no attendance or independence concerns.
Joined the board in 2023, giving him roughly 2-3 years of tenure; the 3-year TSR gap vs. peer median is 0.0pp, well within any threshold; holds one outside public company seat; relevant transportation industry CEO experience at Navistar; no attendance or independence concerns.
As Executive Chairman and a non-independent director, Roberts is subject to the TSR trigger; JBHT's 3-year return of +44.6% matches the peer group median exactly (0.0pp gap), far below the 65pp threshold applicable to strong-positive-TSR companies, so the trigger does not fire; long tenure provides deep institutional knowledge.
3-year TSR gap vs. peer median is 0.0pp, well within the 65pp threshold; holds one outside public company seat (Kayne Anderson BDC); strong financial and operational leadership credentials; serves as Independent Lead Director; no attendance or independence concerns.
As CEO and a director, Simpson is subject to the TSR trigger, but the 3-year TSR gap vs. peer median is 0.0pp, well within the 65pp threshold; joined the board in 2024 so she is also within the 24-month new-director exemption period; no overboarding or attendance concerns.
Eight of nine directors receive a FOR vote. Bryan Hunt receives an AGAINST vote due to his familial relationship to the company's co-founders, which raises independence concerns consistent with policy. All other directors pass the TSR, overboarding, attendance, and qualifications screens; the company's 3-year stock return exactly matches the peer group median, so no performance-based trigger fires for any director.
CEO
Shelley Simpson
Total Comp
N/A
Prior Support
N/A
CEO Shelley Simpson received total 2025 compensation of approximately $9.0 million, which is reasonable for a large-cap industrial company of JBHT's size and complexity; her pay mix is heavily weighted toward variable compensation — roughly 89% of total pay consists of stock awards and performance-based bonuses, well above the 50-60% threshold the policy requires for senior executives. The company uses ROIC-based performance stock awards with multi-year vesting periods (3-8 years) alongside an annual cash bonus tied to operating income, revenue, and safety metrics, which represent meaningful, measurable performance conditions rather than time-vesting disguised as incentive pay. JBHT's 3-year stock return of +44.6% matches the peer group median exactly, and the company's incentive pay structure appropriately links executive outcomes to shareholder outcomes, so no pay-for-performance misalignment trigger applies.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$1,888,000
Non-Audit Fees
$0
PwC's non-audit fees for 2025 were zero (audit-related fees of $45,000 were disclosed only for 2024, not 2025), so the non-audit fee ratio is 0%, well below the 50% threshold; PwC is a Big 4 firm appropriate for a $23B market cap company; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire per policy; no material restatements are indicated.
The 2026 J.B. Hunt annual meeting presents three standard proposals: director elections, auditor ratification, and an advisory vote on executive compensation. The ballot is largely clean — we vote FOR on pay and auditor ratification with no concerns, FOR on eight of nine director nominees, and AGAINST only Bryan Hunt due to his familial relationship to the company's co-founders, which is a straightforward independence concern under the voting policy.
14 companies disclosed in 2026 proxy filing
