Pay Versus Performance

The table below reports calculated compensation actually paid for our CEO, considered our principal executive officer, and averages of calculated compensation actually paid for our remaining reported NEOs, together with shareholder returns, net income and operating income for the past four years. The Compensation Committee considers operating income to be the most important financial performance measure used to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to the Company’s performance.

Pay versus Performance Table

Year	Summary Compensation Table Total For Former PEO ($)⁽¹⁾		Compensation Actually Paid to Former PEO ($)⁽³⁾		Summary Compensation Table Total For Current PEO ($)⁽²⁾		Compensation Actually Paid to Current PEO ($)⁽³⁾		Average Summary Compensation Table Total Non-PEO NEOs ($)⁽⁴⁾		Average Compensation Actually Paid to Non-PEO NEOs ($)⁽⁵⁾		Total Shareholder Return ($)⁽⁶⁾		Peer Group Total Shareholder Return ($)⁽⁷⁾		Net Income ($) (thousands)⁽⁸⁾		Operating Income ($)(thousands)⁽⁹⁾
(a)	(b)		(c)		(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)
2020		7,453,372		10,215,473		-		-		3,552,426		3,597,136		118.10		119.84		506,035		713,119
2021		8,801,881		16,995,242		-		-		3,337,948		6,489,537		177.90		159.21		760,806		1,045,530
2022		9,240,455		5,614,863		-		-		4,745,765		3,310,170		153.12		136.89		969,351		1,331,553
2023		8,256,333		12,654,140		-		-		3,293,057		4,956,985		177.00		163.47		728,287		993,196
2024		8,453,609		3,630,463		11,316,727		9,039,000		2,895,170		1,188,599		152.66		167.78		570,886		831,225

(1)

This column lists the total compensation amounts for our former principal executive officer (PEO), John N. Roberts, III, reported in the Summary Compensation Table shown on page 60 of this Proxy Statement or for the years 2021 and 2020, reported in the Summary Compensation Table included in our 2021 Proxy Statement filed on March 24, 2022.

(2)	This column lists the total compensation amounts for our current PEO, Shelley Simpson for 2024 reported in the Summary Compensation Table shown on page 60 of this Proxy Statement.

(3)	For each year listed, this column is calculated as follows:

70	Proxy Statement J.B. Hunt Transport Services, Inc.

Executive Compensation

PEO Actually Paid Compensation Amount

$ 9,039,000

0

Non-PEO NEO Average Total Compensation Amount

$ 2,895,170

3,293,057

4,745,765

3,337,948

3,552,426

Adjustment to Non-PEO NEO Compensation Footnote

(5)	For each year listed, this column is calculated as follows:

		2020			2021			2022			2023			2024
	Total Compensation as reported SCT	$	3,552,426		$	3,337,948		$	4,745,765		$	3,293,057		$	2,895,170
(Subtract)	Pension values reported in SCT for covered fiscal year		-			-			-			-			-
(Subtract)	Fair value of stock awards granted during covered fiscal year		(1,851,489	)		(1,958,038	)		(3,320,605	)		(2,628,575	)		(2,269,822	)
Add	Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year		-			-			-			-			-
Add	Fair value of stock awards granted in covered fiscal year and that are unvested at end of such covered fiscal year – valued at year-end		1,693,017			2,717,115			3,056,370			2,840,626			2,033,137
Add	Fair value of stock awards granted in covered fiscal year that vested during such covered fiscal year – valued on date of vesting		5,931			-			-			-			-
Add	Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year		-			-			-			-			-
Add/ (Subtract)	Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year		354,143			2,185,409			(904,527	)		985,448			(1,553,246	)
Add/ (Subtract)	Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year		(156,892	)		207,103			(266,834	)		466,429			83,360
(Subtract)	Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year		-			-			-			-			-
Equals	Average Compensation Actually Paid to NEOs	$	3,597,136		$	6,489,537		$	3,310,170		$	4,956,985		$	1,188,599

The fair value of performance-based restricted share units used for reporting compensation actually paid assumes estimated results as of December 31 of the applicable year for each pre-established performance goal (i.e., operating income, ROIC, and EBITDA) in accordance with FASB ASC 718. Performance-based restricted share units will ultimately vest based on actual measured performance through the applicable vesting periods.

(6)

This column lists a cumulative 5-year total return of shareholders of our common stock and assumes the value of the investment (including reinvestment of dividends) was $100 on December 31, 2019 and tracks it through December 31, 2024. The stock price performance included in the column is not necessarily indicative of future stock price performance.

(7)

This column lists a cumulative 5-year total return of shareholders calculated using the same method for column (f) for the peer group listed under the section titled “Benchmarking Against a Peer Group” on page 47 of this Proxy Statement, with the removal of Stericycle, Inc. as it was acquired by Waste Management, inc. in November 2024.

(8)	This column lists our reported net income for the year indicated.

(9)	This column lists our reported operating income for the year indicated, which we consider the most important financial performance measure that was used to link compensation actually paid for the most recent fiscal year to company performance.

72	Proxy Statement J.B. Hunt Transport Services, Inc.

Executive Compensation

Tabular List, Table

Company’s Most Important Financial Performance Measures

The following are the most important financial performance measures, as determined by the Company, that link compensation actually paid to our NEOs, for the most recently completed fiscal year, to the Company’s performance:

•

Earnings before interest, taxes, depreciation, and amortization (EBITDA)

•

Operating income

•

Return on invested capital (ROIC)

J.B. Hunt Transport Services, Inc. Proxy Statement

73

Peer Group Total Shareholder Return Amount

167.78

163.47

136.89

159.21

119.84

Company Selected Measure Amount

831,225

993,196

1,331,553

1,045,530

713,119