01—Abstract
Summary
Summary of the 8-K filed January 29, 2025. Cited figures are marked; the original filing is the authoritative source.
On January 23, 2025, J.B.
Hunt Transport Services, Inc.'s Board of Directors, acting through its Executive Compensation Committee and independent directors, approved a new performance-based annual cash incentive program for its named executive officers for calendar year 2025, called the 2025 Company Bonus Plan. The plan ties bonuses to the Company's 2025 revenue excluding fuel surcharge revenue, operating income, and safety performance, with operating income weighted at 70%a and revenue excluding fuel surcharge revenue and preventable collisions per million miles driven each weighted at 15%, each measured relative to targeted or projected amounts. Under the plan, John Roberts, as Chairman, and Shelley Simpson, as President and CEO, may each earn a bonus ranging from 37.5% to 300% of annual base salary, with a targeted bonus of 150% of base salary.
Other named executive officers may earn 25%b to 200% of base salary, with a targeted bonus of 100%. Payouts scale with results between 85% and 115% of the targeted or projected amounts, and no bonus is paid unless at least the threshold is achieved on at least one metric. The filing also sets out payment conditions and governance terms.
Officers must remain actively employed through the bonus distribution date, and payments are subject to the Company's clawback policy. The preventable collisions calculation is expected to be finalized on or about January 15, 2026, and the Committee may adjust results to exclude certain items, such as unusual events and changes in laws or accounting principles.
02—Key points
Key Highlights
- Board approved a new 2025 Company Bonus Plan for named executive officers on January 23, 2025.
- Operating income carries a 70% weighting in the bonus calculation; revenue excluding fuel surcharge revenue and preventable collisions rate each carry 15%.
- John Roberts (Chairman) and Shelley Simpson (President and CEO) have bonus ranges of 37.5% to 300% of base salary, with a 150% target.
- Other named executive officers have bonus ranges of 25% to 200% of base salary, with a 100% target.
- Payouts are based on achieving 85% to 115% of targeted or projected results; maximum payout requires at least 115% of targeted revenue and operating income and no more than 85% of the projected preventable collisions rate.
- Preventable collisions are measured per million miles, only count DOT-reportable collisions under motor carrier operating authority, and are expected to be calculated on or about January 15, 2026.
- Bonuses require continued employment through the payment date and are subject to the Company's clawback policy.
03—Questions
Frequently Asked Questions
What is the 2025 Company Bonus Plan?
It is a performance-based annual cash incentive program for named executive officers, approved January 23, 2025, tied to calendar year 2025 results for revenue excluding fuel surcharge revenue, operating income, and safety performance.
How are bonuses weighted?
Operating income accounts for 70% of the calculation, while revenue excluding fuel surcharge revenue and preventable collisions per million miles driven each account for 15%, all measured against targeted or projected amounts.
What bonus amounts can executives earn?
John Roberts and Shelley Simpson may earn 37.5% to 300% of annual base salary, with a 150% target. Other named executive officers may earn 25% to 200%, with a 100% target.
What conditions must be met to receive a payout?
No bonus is paid unless at least the threshold performance level is achieved on at least one metric. Officers must remain actively employed through the payment date, and payments are subject to forfeiture and recovery under the Company's clawback policy.
How does the Company define preventable collisions for the plan?
A collision counts if it is DOT-reportable, meaning it caused a fatality, an injury requiring off-scene medical treatment, or a towed and disabled vehicle. Preventability is determined by the Company under American Trucking Associations guidelines, and undetermined collisions are excluded from the calculation.
04—Continue