~~PROPOSAL ONE: ELECTION OF DIRECTORS~~


2023 Proxy Statement			21

Election of Directors


James B. Stake

~~(Director Nominee)~~


	James B. Stake, 67 years old, joined C.H. Robinson as a director in 2009. Mr. Stake retired from 3M Company (NYSE: MMM) in 2008, serving most recently as executive vice president of 3M's Enterprise Services, a shared services organization. He served in a variety of leadership positions at 3M, leading global health care, industrial, and commercial businesses ranging in size from $100 million to over $3 billion. During his career he served over 12 years of foreign assignments in Europe and South America. In addition to his career at 3M, Mr. Stake serves as a board member and chairs the compensation committee for Otter Tail Corporation (Nasdaq: OTTR), is chairman of the board for privately held Ativa Medical Corp., and has taught as an adjunct professor at the University of Minnesota’s Carlson School of Management. Mr. Stake holds a Bachelor of Science in Chemical Engineering from Purdue University and a Master of Business Administration from the Wharton School at the University of Pennsylvania.
		Director Qualifications Throughout his career at 3M Company, Mr. Stake gained extensive public company senior management experience at a large company that operates worldwide. In particular, Mr. Stake’s foreign leadership positions and his position with 3M’s Enterprise Services, provide valuable perspective for C.H. ~~Robinson's~~Robinson international operations and its information technology systems. Mr. Stake also has ~~prior~~ public company board experience ~~with~~through his long tenure on the board of Otter ~~Tail.~~Tail Corporation. Mr. Stake meets the definition of an “Audit Committee Financial Expert” as established by the Securities and Exchange Commission.

INDEPENDENT (Director Nominee) Age: 70 Director Since: January 2009 Committees: àAudit (Chair)
		Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2009 – Present) à3M Company (NYSE: MMM), multinational conglomerate operating in the fields of industrial, consumer, healthcare, electronics, and worker safety •Executive Vice President of 3M’s Enterprise Services (2006 – 2008) •Various positions of increasing responsibility leading global health care, industrial, and commercial businesses during his more than 30 years with 3M Company •Over 12 years of foreign assignments in Europe and South America àAtiva Medical Corp. •Chairman of the Board (2008 – 2020) àOther Experience •Adjunct Professor, University of Minnesota’s Carlson School of Management •Board of Trustees, Twin Cities Public Television Public Board Experience àOtter Tail Corporation (Nasdaq: OTTR) •Director, Chair of the Compensation and Human Capital Committee and member of the Audit Committee (2008 – retirement announced for April 2023) Education àMaster of Business Administration, Wharton School, University of Pennsylvania àBachelor of Science in Chemical Engineering, Purdue University


22

Election of Directors


Paula C. Tolliver

~~(Director Nominee)~~


	Paula C. Tolliver, 55 years old, joined C.H. Robinson as a director in 2018. Ms. Tolliver previously served as corporate vice president and chief information officer at Intel Corporation (Nasdaq: INTC), a technology company, from August 2016 to September 2019. Prior to joining Intel in 2016, Ms. Tolliver served as corporate vice president of Business Services and chief information officer at The Dow Chemical Company (a wholly owned subsidiary of Dow, Inc. (NYSE: DOW)) from 2012 to 2016. Ms. Tolliver also led a services business for Dow Chemical, in addition to holding a variety of other roles in her 20 plus years with the company. She earned a bachelor’s degree in Business Information Systems and Computer Science from Ohio University.
		Director Qualifications Ms. Tolliver has ~~significant~~developed broad multi-national executive and leadership experience as a senior leader at both Dow and Intel corporations. She has deep expertise in ~~the areas of~~ information technology, digital transformation, advanced analytics, and ~~innovation. She also has~~cybersecurity, as well as demonstrated ~~the ability to successfully lead a service business.~~experience in driving innovation, growth, and operational excellence. Ms. Tolliver has relevant public company board experience and meets the definition of an “Audit Committee Financial Expert” as established by the Securities and Exchange Commission.


INDEPENDENT (Director Nominee) Age: 58 Director Since: October 2018 Committees: àAudit àCapital Allocation & Planning		Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2018 – Present) àTech Edge, LLC, a technology consulting firm •Founder and Principal (2020 – Present) àIntel Corporation (Nasdaq: INTC), a multinational technology company •Corporate Vice President and Chief Information Officer (2016 – 2019) àThe Dow Chemical Company (a wholly owned subsidiary of Dow, Inc.) (NYSE: DOW), a global materials science leader in packaging, infrastructure, and consumer care •Corporate Vice President of Business Services and Chief Information Officer (2012 – 2016) •Vice President, Procurement (2006 – 2011) •Chief Information Officer and Chief Digital Officer of Dow AgroScience (2000 – 2006) •Various other roles of increasing responsibility in Information Technology including as Europe Information Services Director (1996 – 2000) àSyniti, a pioneering data software and services company •Director and member of the Technology Committee (2020 – Present) Public Board Experience àInvesco (NYSE: IVZ) •Director and member of the Nomination and Corporate Governance Committee, Compensation Committee and Audit Committee (2021 – Present) Education àBachelor of Science in Business Information Systems and Computer Science, Ohio University


2023 Proxy Statement
			23

~~BOARD VOTING RECOMMENDATION~~

Election of Directors


The Board of Directors recommends a vote FOR the election of Scott P. Anderson, Robert C. Biesterfeld Jr., Wayne M. Fortun, Timothy C. Gokey, Mary J. Steele Guilfoile, Jodee A. Kozlak, Brian P. Short, James B. Stake, and Paula C. Tolliver as directors of C.H. Robinson Worldwide, Inc.Henry W. “Jay” Winship


8						~~2020 Proxy Statement~~

~~PROPOSAL ONE: ELECTION OF DIRECTORS~~

~~BOARD OF DIRECTORS GOVERNANCE MATTERS~~

The Board of Directors (or the “Board”) has a policy that all directors and nominees nominated for election at the Annual Meeting are expected to attend the Annual Meeting. In 2019, all of the director nominees attended the Annual Meeting.

During 2019, the Board of Directors held four meetings. Each director holding office during the year attended at least 75 percent of the aggregate of the meetings of the Board of Directors (held during the period for which he or she had been a director) and the meetings of the committees of the Board on which he or she served (held during the period for which he or she served on a committee).

~~Our Board of Directors has three committees: the Audit Committee, the Compensation Committee, and the Governance Committee. Currently, members and chairs of these committees are:~~

~~Independent Directors~~

~~Audit~~

~~Compensation~~

~~Governance~~

Director Qualifications

Mr. Winship has significant experience and expertise in the areas of capital allocation, mergers and acquisitions, corporate governance, and logistics. He is an active portfolio manager, which provides our Board with valuable insights from an institutional investor perspective. Mr. Winship also has public board experience through his membership on the board of Bunge Limited, and his prior membership on the boards of CoreLogic, Inc. and Esterline Technologies Corporation.

~~Scott P. Anderson~~

~~Chair~~

~~Wayne M. Fortun~~

~~Chair~~

~~Timothy C. Gokey~~

~~Mary J. Steele Guilfoile~~

~~Jodee A. Kozlak~~

~~Brian P. Short~~

~~James B. Stake~~

~~Chair~~

~~Paula C. Tolliver~~

Background

àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW)

•Director (2022 – Present)

àPacific Point Companies,a privately owned asset management firm

•Founder, President and Managing Member of Pacific Point Capital LLC
(2016 – Present)

•Founder and Managing Member of Pacific Point Advisor, LLC
(2016 – Present)

àRelational Investors LLC, an activist investment fund

•Principal, Senior Managing Director and Investment Committee member
(1996 – 2015)

Other Experience

•Advisor, Corporate Governance Institute at San Diego State University Fowler College of Business

Public Board Experience

àBunge Limited (NYSE: BG)

•Director, Chair of the Audit Committee and member of the Corporate Governance and Nominations Committee and Human Resources and Compensation Committee (2018 – Present)

àCoreLogic, Inc. (NYSE: CLGX; no longer publicly traded)

•Former Director

àEsterline Technologies Corporation (NYSE: ESL; no longer publicly traded)

•Former Director

Education

àMaster of Business Administration, University of California, Los Angeles

àBachelor of Business Administration in Finance, University of Arizona

àCertified Public Accountant

àChartered Financial Analyst

INDEPENDENT

(Director Nominee)

Age: 55

Director Since: February 2022

Committees:

àTalent & Compensation

àCapital Allocation and Planning (Chair)

~~Board Leadership Structure~~

Our Board of Directors has been led by John P. Wiehoff. Mr. Wiehoff served as the company's president from 1999 to May 2019 and as its chief executive officer from 2002 to May 2019. Mr. Wiehoff joined the Board of Directors in 2001 and was appointed chairman of the Board in 2007. In May 2019, Mr. Wiehoff was named Executive Chairman, an executive officer position with the company. On February 12, 2020, the company disclosed that Mr. Wiehoff has announced his intention to retire from the company and the Board of Directors upon the conclusion of his term at the 2020 Annual Meeting.

In 2019, the Board amended our Corporate Governance Guidelines to provide that the Board will appoint a lead independent director any time that the chairman of the board is not independent, and it described the duties of the lead independent director. The Board appointed Scott P. Anderson to serve as lead independent director beginning in May 2019. Mr. Anderson serves as the Chair of the Governance Committee.

Our Corporate Governance Guidelines provide that the chairman, in consultation with other Board members, sets the agenda for regular meetings of the Board, and the chair of each committee is responsible for the agendas for the meetings of the applicable committee. Directors and committee members are encouraged to suggest agenda items and may raise other matters at meetings.

We believe that our leadership structure supports the Board’s risk oversight function. Strong independent directors with significant tenure on the Board chair the committees most directly involved in the risk oversight function, there is open communication between management and the Board, and all directors are involved in the risk oversight function.

~~Risk Oversight~~

The Board is actively involved in the oversight of risks that could affect the company. This oversight is conducted primarily through the Audit Committee. The Audit Committee Charter establishes that one of the responsibilities of the Audit Committee is to review the risk management of the company on an annual basis. In addition, our management and internal audit department conduct an annual enterprise risk assessment of the company, which includes interviews of various key personnel within the company and members of the Audit Committee. The results of the annual risk assessment are presented to the Audit Committee. The Audit Committee provides periodic risk assessment updates to the Board and solicits input from the Board regarding the company’s risk management practices. In addition, the Compensation Committee periodically reviews the company’s compensation programs to ensure that they do not encourage excessive risk-taking. Additional review or reports on enterprise risks are conducted as needed by the Board or the committees.


~~2020 Proxy Statement~~24						9

~~PROPOSAL ONE: ELECTION OF DIRECTORS~~

Election of Directors

~~The Audit Committee~~Board Refreshment and Nomination Process

~~All of our Audit Committee members are “independent” under applicable Nasdaq listing standards and Securities and Exchange Commission rules and regulations.~~ Our Board of Directors, has determined that all five members of the Audit Committee, Messrs. Anderson, Gokey, Short, and Stake, and Ms. Tolliver, meet the definition of an “Audit Committee Financial Expert” as established by the Securities and Exchange Commission. The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to the quality and integrity of the financial reports of the company. The Audit Committee has the sole authority to appoint, review, and discharge our independent auditors, and has established procedures for the receipt, retention, and response to complaints regarding accounting, internal controls, or audit matters. In addition, among other responsibilities in the Audit Committee Charter, the Audit Committee is responsible for:

~~(1)Reviewing the scope, timing and costs of the audit~~ with the ~~company's independent registered public accounting firm and reviewing the results~~assistance of ~~the annual audit;~~

~~(2)~~Assessing the independence of the outside auditors on an annual basis, including receipt and review of a written report from the independent auditors regarding their independence consistent with applicable rules of the Public Company Accounting Oversight Board;

~~(3)Reviewing and approving in advance the services provided by the independent auditors;~~

~~(4)Overseeing the internal audit function;~~

~~(5)Reviewing the company’s significant accounting policies, financial results, and earnings releases and the adequacy of our internal controls and procedures;~~

~~(6)Reviewing the risk management status of the company; and~~

~~(7)Reviewing and approving related-party transactions.~~

The Audit Committee held eight meetings during 2019. The Audit Committee has engaged Deloitte & Touche LLP as the independent auditor for fiscal year 2020 and is recommending that the company’s shareholders ratify this appointment at the Annual Meeting. The report of the Audit Committee is found on ~~page~~ ~~45 of this Proxy Statement.~~

~~The Compensation Committee~~

All of our Compensation Committee members are “independent” under applicable Nasdaq listing standards and Internal Revenue Service and Securities and Exchange Commission rules and regulations. The Compensation Committee has oversight responsibilities relating to executive compensation, employee compensation and benefits programs and plans, and leadership development. In addition, among other responsibilities in the Compensation Committee Charter, the Compensation Committee is responsible for:

~~(1)Reviewing the performance of the chief executive officer;~~

~~(2)Determining all elements of the compensation and benefits for the chief executive officer and other executive officers of the company;~~

~~(3)Reviewing and approving the company’s compensation program, including equity-based plans, for management employees generally;~~

~~(4)Overseeing the company’s process of conducting advisory shareholder votes on executive compensation; and~~

~~(5)Reviewing executive officers’ employment agreements; separation and severance agreements; change in control agreements; and other compensatory contracts, arrangements, and benefits.~~

The Compensation Committee held five meetings during 2019. See 2019 Compensation Discussion and Analysis beginning on page 14 including Section VI, Compensation Process, beginning on page 23, for a discussion of the role played by our chief executive officer in compensation decisions. The Compensation Committee report on executive compensation is found on page 40 of this Proxy Statement.


10						~~2020 Proxy Statement~~

~~PROPOSAL ONE: ELECTION OF DIRECTORS~~

~~The Governance Committee~~

All members of our Governance Committee are “independent” under applicable Nasdaq listing standards. The Governance Committee serves in an advisory capacity to the Board of Directors on matters of organization and the conduct of Board activities. Among other responsibilities in the Governance Committee, ~~Charter,~~prioritizes the review and refreshment of its membership. In connection with this objective, the Governance Committee, ~~is responsible for:~~

~~(1)Periodically reviewing~~on an as-needed basis and ~~making recommendations to~~at least annually, reviews the ~~Board as to the size~~structure and composition of the Board to ensure that the proper skills and ~~criteria for director nominees;~~

~~(2)Identifying and recommending candidates for service~~experience are represented on the ~~Board;~~

~~(3)Reviewing~~Board. In 2022, two long-term directors concluded their terms at the 2022 annual meeting and ~~revising the company’s Corporate Governance Guidelines, including recommending any necessary changes to the Corporate Governance Guidelines to the Board;~~

~~(4)Leading~~four new directors joined the Board during the year. In 2023, our former CEO, who departed the company on January 1, also resigned from the Board. We believe this refreshment process has resulted in an ~~annual review~~increased depth of ~~the performance~~experience and broader scope of ~~the Board and the Board committees;~~

~~(5)Making recommendations~~qualifications to ~~the Board regarding Board committee assignments;~~

~~(6)Making recommendations to the Board on whether each director is independent under all applicable requirements;~~

~~(7)Making recommendations to the Board with respect to the compensation of non-employee directors;~~

~~(8)~~Periodically reviewing with the company’s chief legal officer developments that may have a material impact on the company’s corporate governance programs, including related compliance policies; and

~~(9)~~Periodically reviewing the company’s policies, practices, and disclosures with respect to significant issues of corporate responsibility including the alignment of such efforts with the company’s overall strategy.

~~The Governance Committee considers~~our Board of Directors.

Director ~~nominees recommended by shareholders. The process for receiving and evaluating these nominations from shareholders is described below under the caption “Nominations.”~~

~~The Governance Committee held four meetings during 2019.~~

The charters for each of the Committees of the Board of Directors, our Corporate Governance Guidelines, and our company’s Code of Ethics, which are all a part of our Corporate Compliance Program, are posted under the Governance section of the Investors page of our website at www.chrobinson.com.

~~Shareholder Communications with Board~~

C.H. Robinson shareholders and other interested parties may send written communications to the Board of Directors or to any individual director by mailing it to C.H. Robinson Worldwide, Inc., Board of Directors, c/o C.H. Robinson Corporate Secretary, 14701 Charlson Road, Suite 1200, Eden Prairie, MN 55347. These communications will be compiled by the corporate secretary and periodically submitted to the Board or individual director.

~~Nominations~~Nominee Recommendations

The Governance Committee considers director nominee recommendations from a wide variety of sources, including members of the Board of Directors, business contacts, community leaders, and members of management. The Governance Committee will also consider shareholder recommendations for director nominees using the same selection criteria and qualifications as nominees identified by other sources, as described below. The Governance Committee may also engage search firms to assist in the director recruitment process. The table below outlines the typical director nomination process when the Board of Directors seeks to identify a new candidate for the Board.

Director Nomination Process

The Governance Committee initially evaluates a prospective nominee based on his or her resume and other background information that has been provided to the committee.

For further review, a member of the Governance Committee will contact those candidates whom the Governance Committee believes are qualified, may fulfill a specific need of the Board of Directors, and would otherwise best contribute to the Board of Directors.

Based on the information the Governance Committee learns during this process, it determines which nominee(s) to recommend to the Board of Directors to submit for election.

The Governance Committee ~~determines~~uses the ~~selection criteria and qualifications of director~~same process for evaluating all nominees, ~~based upon the needs~~regardless of the ~~company. The~~source of the nomination.

Any shareholder interested in presenting a nomination for consideration by the Governance Committee prior to the 2024 Annual Meeting should do so as early as possible to provide adequate time to consider the nominee and comply with our Bylaws.

Ancora Holdings Group, LLC Cooperation Agreement

On January 6, 2023, the company entered into a cooperation agreement with Ancora Catalyst Institutional, LP and its investment advisor affiliates and other individuals and entities in its shareholder group (the “Ancora Group”). This agreement is substantially similar to the cooperation agreement the company entered into with the Ancora Group on February 28, 2022, pursuant to which we appointed Mr. Maier and Mr. Winship to the Board of Directors, ~~believes that the directors should possess the highest personal and professional ethics and integrity and be committed to representing the long-term interests~~among other things. The cooperation agreement also governs certain aspects of the company’s shareholders. Preferred qualifications also include current or recent experience as a chief executive officer or expertise in a particular business discipline. Directors should be able to provide insights and practical wisdom based on their experience and expertise. While the company does not have a policy regarding the consideration of diversity in identifying director nominees, the company’s Corporate Governance Guidelines provide, and the Governance Committee believes, that creating a board with a diversity of talent, experience, accomplishments, and perspectives is in the best interestscomposition of the ~~company and our shareholders. The company is committed~~Board’s committees. Effective upon execution of the cooperation agreement, the Ancora Group also agreed not to ~~considering~~nominate director candidates for election to the Board ~~regardless~~and to support the Board’s full slate of ~~gender,~~directors at the 2023 Annual Meeting.


~~2020~~2023 Proxy Statement						1125

~~PROPOSAL ONE: ELECTION OF DIRECTORS~~

Election of Directors

~~ethnicity, and national origin. Any search firm retained to assist the Governance Committee in seeking director candidates will be instructed to consider these commitments.~~Shareholder Nominations

Shareholders who would like to directly nominate a director candidate must give written notice to the company’s corporate secretary, either by personal delivery or by United States mail, at the following address: 14701 Charlson Road, Eden Prairie, MN 55347. The shareholder’s notice must be received by the corporate secretary no later than (a) 90 days before the anniversary date of the previous year’s Annual Meeting or (b) the close of business on the tenth day following the date on which notice of a special meeting of shareholders for election of directors is first given to shareholders. Accordingly, nominations for the ~~2021~~2024 Annual Meeting must be received by February ~~6, 2021~~4, 2024, unless the alternative deadline is triggered. For each proposed nominee, the shareholder’s notice must comply with and include all information that is required to be disclosed under our Bylaws, any applicable Securities and Exchange Commission rules and regulations, and any applicable laws. The written notice must also include a written consent of the proposed nominee, agreeing to stand for election if nominated by the Governance Committee, and to serve as a director if appointed by the Board of Directors. The shareholder’s notice must also include:

~~(1)~~1.The name and address of the shareholder making the nomination;

~~(2)~~2.The number of C.H. Robinson shares entitled to vote at the meeting held by the shareholder;

~~(3)~~3.A representation that the shareholder is a holder of record of C.H. Robinson ~~Common Stock~~common stock entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the person named in the notice; and

~~(4)~~4.A description of all arrangements or understandings between the shareholder and each nominee.

In addition, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 no later than March 5, 2024.

Proxy Access

We also provide shareholders with a “proxy access” right that entitles shareholders meeting certain eligibility requirements to include nominees for director in our proxy statement. The proxy access right entitles a shareholder, or group of up to 20 shareholders, owning at least 3% of our outstanding shares of ~~Common Stock~~common stock continuously for at least three years to nominate and include in our proxy statement director nominees constituting up to the greater of two individuals or 20% of the Board of Directors. The shareholder’s notice must be delivered to the company’s corporate secretary as set forth above and must be received by the corporate secretary no earlier than 150 days, and no later than 120 days, before the anniversary date of the mailing of the previous year’s proxy statement, unless an alternative deadline under our Bylaws is triggered. Accordingly, nominations for inclusion in our proxy statement for the ~~2021~~2024 Annual Meeting must be received no earlier than October ~~25, 2020~~23, 2023, and no later than November ~~24, 2021,~~22, 2023, unless an alternative deadline is triggered. In addition, the shareholder’s notice must comply with the information requirements described above for other direct nominations of director candidates, as well as the additional notice and information requirements described in our Bylaws.

~~The~~Over-Boarding Policy

Our directors are expected to devote sufficient time to fulfill their responsibilities effectively. Directors are required to advise the Chair of the Governance Committee ~~initially evaluates~~prior to accepting a ~~prospective nominee based~~position on the board of another publicly held company.


26

Election of Directors

Director Independence

Our Board of Directors is comprised of 10 independent directors and 1 non-independent director who is not independent solely by virtue of his service as our Interim CEO. Accordingly, we are in compliance with the Nasdaq listing standards requirement that a majority of board members must be independent. For additional information on how we made this independence determination for our directors and nominees, see "Proposal 1: Election of Directors.”

Our Board of Directors is elected annually using a majority voting standard for any uncontested director election. This means that a director is elected if the number of votes cast “for” the director’s election exceeds the number of votes cast “against” that director, provided that a quorum is present.

If any incumbent director fails to receive a majority vote in an uncontested election, the director is required to tender his or her ~~resume and other background information that has been provided~~resignation, subject to acceptance by the Board. Our Governance Committee will make a recommendation to the ~~committee. A member~~Board on whether to accept the resignation, and the Board will act upon such resignation within 90 days from the date the election results are certified and then publicly disclose its determination. The director who tenders his or her resignation will not participate in the recommendation or decision with respect to his or her resignation.

In the event of a contested election in which the number of nominees exceeds the number of directors to be elected, directors would be elected using a plurality voting standard. The plurality voting standard means that the nominees receiving the most affirmative votes would be elected to our Board.


2023 Proxy Statement			27

Corporate Governance

Introduction

Comprehensive Governance Practices

Our Board’s oversight of the ~~committee will contact~~development and implementation of our corporate strategy is supported by
C.H. Robinson’s robust governance practices, policies, and procedures. Ensuring that our governance practices are aligned with our stakeholders’ concerns and objectives is a high priority for ~~further review those candidates whom~~us and to that end, we regularly engage with our stakeholders. See the section on “Stakeholder Engagement” in this Proxy Statement for more information on how we seek feedback from our stakeholders. To facilitate continual improvement and effectiveness, the Board is also committed to maintaining its independent oversight and ensuring that its membership consists of the appropriate skill sets and range of experience.

The highlights outlined below are evidence of our commitment to a strong corporate governance structure, comprehensive policies, and procedures that support that structure, and a strong tone at the top.

Corporate Governance Highlights



Active, Independent Board			•10 of 11 directors are independent •Executive sessions of independent directors held at each regularly scheduled meeting •Independent Board Chair •Independent Audit Committee, Governance Committee, and Talent & Compensation Committee •High rate of attendance at Board and committee meetings •Complete access to management •Access to outside advisors at the company’s expense
Robust Corporate Governance			•Board review of company strategy on at least an annual basis •Active Board involvement in management succession planning •Robust Board oversight on ESG matters •Comprehensive and strategic approach to enterprise risk management •Declassified Board •Majority vote standard in uncontested elections •Commitment to Board refreshment with four new Board members added in 2022 with a diverse set of skills and experience
Shareholder Rights			•Proxy access right •No poison pill •Proactive investor outreach program; see "Stakeholder Engagement” on page 8 •Annual election of all directors •Plurality vote standard in contested elections •Annual “say-on-pay” vote
Board and Management Checks and Balances			•Prohibition on pledging and hedging •Stock ownership guidelines for directors and management •Annual Board and Committee self-evaluation •Clawback policy


28

Corporate Governance

Board Meetings and Attendance

The Board of Directors has a policy that all directors and nominees nominated for election at the Annual Meeting are expected to attend the Annual Meeting. In 2022, all of the ten director nominees who were directors at that time attended the Annual Meeting.

During 2022, the Board of Directors held 14 meetings. Each director holding office during the year attended at least 75% of the aggregate meetings of the Board (held during the period for which he or she had been a director) and the meetings of the committees of the Board on which he or she served (held during the period for which he or she served on a committee).

Engaged and Active Board of Directors

Board of Director meetings in 2022

All directors attended at least 75% of 2022 Board and committee meetings

100% Director nominee attendance at the 2022 Annual Meeting

Each 2022 regularly scheduled Board meeting also included a non-management director executive session

Committee Charters and Governance Documents

The charters for each of the required committees of the Board of Directors, our Corporate Governance Guidelines, and our company’s Code of Ethics, which are all a part of our Corporate Compliance Program, are posted under the Governance section of the Investors page of our website at investor.chrobinson.com. Each of our committees reviews its charter on an annual basis to assess its adequacy and effectiveness and then recommends any proposed changes to the Board for approval. Our Corporate Governance Guidelines are reviewed by our Board and the Governance Committee on a regular basis to determine whether any revisions are advisable based on stakeholder feedback, changes in rules or regulations, or updated best governance practices.

Certain sections of this Proxy Statement reference or refer you to materials on our website at www.chrobinson.com. These materials are not incorporated by reference in, and are not a part of, this Proxy Statement.

Board Structure

Board Leadership Structure

Ms. Kozlak, an independent director who has served on the Board since 2013, serves as the independent Chair of the Board. Our Board believes ~~are qualified, who may fulfill a specific need~~it important to retain the flexibility to allocate the responsibilities of the Board chair and CEO positions in any manner that it determines to be in the best interests of the company based on the then-current circumstances. We have remained committed to having an independent Chair of the Board during this time of our CEO transition when our prior Chairman of the Board is no longer independent due to his service as Interim CEO.

Our Corporate Governance Guidelines provide that the Board chair, in consultation with other Board members, sets the agenda for regular meetings of the Board of Directors, and ~~who would otherwise best contribute~~the chair of each committee is responsible for the agendas for the meetings of the applicable committee. Directors and committee members are encouraged to suggest agenda items and may raise other matters at meetings.

We believe that our leadership structure supports the Board’s risk oversight function. Strong independent directors serve on our Audit Committee—the committee most directly involved in the risk oversight function—and there is open communication between management and the Board, and all directors are involved in the risk oversight function.


2023 Proxy Statement			29

Corporate Governance

Board Committees

The Board has four committees: the Audit Committee, the Talent & Compensation Committee, the Governance Committee, and the Capital Allocation and Planning Committee. Currently, members and chairs of these committees are:

Directors

Audit

Talent & Compensation

Governance

Capital Allocation and Planning

Scott P. Anderson

James J. Barber, Jr.(1)

Kermit R. Crawford(1)

Timothy C. Gokey(1)

Mark A. Goodburn(1)

Mary J. Steele Guilfoile(1)

Jodee A. Kozlak(1)

Henry J. Maier(1)

James B. Stake(1)

Paula C. Tolliver(1)

Henry W. “Jay” Winship(1)

(1)Director is indicated as independent.

Member

Chair


30

Corporate Governance

Audit Committee

2022 Meetings: 7

Report: See page 81

James B. Stake,

Chair

Other Members:

àJames J. Barber, Jr.

àTimothy C. Gokey

àMark A. Goodburn

àPaula C. Tolliver

Function: The Audit Committee assists the Board in fulfilling its oversight responsibilities relating to the quality and integrity of the financial reports of the company. The Audit Committee has the sole authority to appoint, review, and discharge our independent auditors, and has established procedures for the receipt, retention, and response to complaints regarding accounting, internal controls, or audit matters.

Key Responsibilities:

Among other responsibilities in the Audit Committee Charter, the Audit Committee is responsible for:

1.Reviewing the scope, timing, and costs of the audit with the company’s independent registered public accounting firm and reviewing the results of the annual audit;

2.Assessing the independence of the outside auditors on an annual basis, including receipt and review of a written report from the independent auditors regarding their independence consistent with applicable rules of the Public Company Accounting Oversight Board;

3.Reviewing and approving in advance the services provided by the independent auditors;

4.Overseeing the internal audit function;

5.Reviewing the company’s significant accounting policies, financial results, and earnings releases and the adequacy of our internal controls and procedures;

6.Reviewing the risk management status of the company, including cybersecurity risks; and

7.Reviewing and approving related-party transactions.

Independence and Financial Expertise:

All of our Audit Committee members are “independent” under applicable Nasdaq listing standards and Securities and Exchange Commission rules and regulations. James J. Barber, Jr. was appointed to the Audit Committee on January 1, 2023.

The Board has determined that all five members of the Audit Committee, Messrs. Barber, Gokey, Goodburn, and Stake, and Ms. Tolliver, meet the definition of an “Audit Committee Financial Expert” as established by the Securities and Exchange Commission.


2023 Proxy Statement			31

Corporate Governance

Talent & Compensation Committee

2022 Meetings: 5

Report: See page65

Jodee A. Kozlak,

Chair

Other Members:

àKermit R. Crawford

àTimothy C. Gokey

àMary J. Steele Guilfoile

àHenry W. “Jay” Winship

Function: The Talent & Compensation Committee has oversight responsibilities relating to overall talent strategy, executive compensation, employee compensation and benefits programs and plans, succession and leadership development, and diversity, equity & inclusion.

Key Responsibilities:

Among other responsibilities in the Talent & Compensation Committee Charter, the Talent & Compensation Committee is responsible for:

1.Reviewing the performance of the Chief Executive Officer;

2.Determining all elements of the compensation and benefits for the Chief Executive Officer and other executive officers of the company;

3.Reviewing and approving the company’s compensation program, including equity-based plans, for management employees generally;

4.Reviewing the company’s policies, practices, performance, disclosures, and progress toward goals with respect to significant issues of DEI and Human Capital Management, including the alignment of such efforts with the Company’s overall strategy;

5.Overseeing the company’s process of conducting advisory shareholder votes on executive compensation; and

6.Reviewing executive officers’ employment agreements; separation and severance agreements; change in control agreements; and other compensatory contracts, arrangements, and benefits.

Independence:

All of our Talent & Compensation Committee members are “independent” under applicable Nasdaq listing standards and Internal Revenue Service and Securities and Exchange Commission rules and regulations.


32

Corporate Governance

Governance Committee

2022 Meetings: 4

Kermit R. Crawford,

Chair

Other Members:

àMary J. Steele Guilfoile

àJodee A. Kozlak

àHenry J. Maier

Function: The Governance Committee identifies for the Board individuals qualified to become Board members, considers nominees recommended by shareholders, and recommends nominees to the Board for election as directors. The Committee also adopts and revises corporate governance guidelines applicable to the Company and serves in an advisory capacity to the Board on matters of organization and the conduct of Board activities.

Key Responsibilities:

Among other responsibilities in the Governance Committee Charter, the Governance Committee is responsible for:

1.Periodically reviewing and making recommendations to the Board as to the size, diversity, and composition of the Board and criteria for director nominees;

2.Identifying and recommending candidates for service on the Board;

3.Reviewing and revising the company’s Corporate Governance Guidelines, including recommending any necessary changes to the Corporate Governance Guidelines to the Board;

4.Leading the Board in an annual review of the performance of the Board and the Board committees;

5.Making recommendations to the Board regarding Board committee assignments;

6.Making recommendations to the Board on whether each director is independent under all applicable requirements;

7.Making recommendations to the Board with respect to the compensation of non-employee directors;

8.Periodically reviewing with the company’s Chief Legal Officer developments that may have a material impact on the company’s corporate governance programs, including related compliance policies; and

9.Reviewing, at least annually, the company’s policies, practices, performance, disclosures, and progress toward goals with respect to significant issues of Environmental, Social, and Governance (“ESG”), including the alignment of such efforts with the company’s overall strategy.

Independence:

All members of our Governance Committee are “independent” under applicable Nasdaq listing standards.


2023 Proxy Statement			33

Corporate Governance

Capital Allocation and Planning Committee

2022 Meetings: 12

Henry W. “Jay” Winship,

Chair

Other Members:

àScott P. Anderson

àMark A. Goodburn

àHenry J. Maier

àPaula C. Tolliver

Function: The Capital Allocation and Planning Committee objectively assesses value creation opportunities and supports and makes recommendations to the Board to assist in its and management’s review of, and planning for, the company’s capital allocation, operations and strategy, and enhanced transparency and disclosures to shareholders.

Key Responsibilities:

Among other responsibilities, the Capital Allocation and Planning Committee is responsible for:

1.Reviewing and evaluating the company’s business and financial strategies and growth opportunities, including performance toward those strategies and opportunities and making recommendations to the Board in respect thereof;

2.Reviewing and making recommendations to the Board regarding the company’s capital allocation, cash flow, technology initiatives, capital expenditures, and financing requirements;

3.Reviewing and making recommendations to the Board regarding potential material mergers, acquisitions, divestitures, and other key strategic transactions; and

4.Reviewing and evaluating the company’s annual operating and capital plans and budgets and making recommendations to the Board based on its findings.

Independence:

While the Capital Allocation and Planning Committee is not subject to particular Nasdaq independence requirements, a majority of the members of our Capital Allocation and Planning Committee are “independent” under applicable Nasdaq listing standards.


34

Corporate Governance

Role of the Board of Directors

Strategic Oversight

The Board of Directors generally meets at least four times a year to oversee, review, and, where appropriate, approve fundamental operating, financial, risk management, and other corporate strategies, as well as major plans and objectives. The Board also monitors the effectiveness of management policies and decisions, including the execution of strategies.

The Board regularly reviews and discusses, among others, each of the topics listed below, with significant inputs from each Committee to whom oversight for such topic has been assigned, as applicable and appropriate.

àQuarterly and fiscal year financial results

àEnvironmental, Social, and Governance

àLong range financial planning and review of financial models

àLong-term strategic planning and M&A

àRisk management, mitigation, and insurance updates

àReview and revision, as necessary, of policies and committee charters

àCybersecurity, Privacy, and Compliance

àHuman Capital Management and DEI

àLeadership succession and Talent planning

àExecutive compensation

àDirector compensation

àBoard composition, effectiveness, and self-assessment results

Risk Oversight



BOARD RESPONSIBILITIES àThe Board is actively involved in the oversight of risks that could affect the company.




AUDIT COMMITTEE àRisk oversight is conducted primarily through the Audit Committee. àThe Audit Committee Charter provides that the Audit Committee is responsible for at least annually reviewing the company’s key risks or exposures and assessing the steps management has taken to minimize such risk. àProvides periodic risk assessment updates to the Board and solicits input from the Board regarding the company’s risk management practices.			TALENT & COMPENSATION COMMITTEE àPeriodically reviews the company’s compensation programs to ensure that they do not encourage excessive risk-taking.



MANAGEMENT RESPONSIBILITIES àManagement is responsible for our Enterprise Risk Management (“ERM”) program, which includes key risk identification, mitigation efforts, day-to-day management, and communication to the Audit Committee.


2023 Proxy Statement			35

Corporate Governance


			OVERSIGHT OF ESG

ESG Structure

C.H. Robinson is committed to being a strong corporate citizen and our emphasis on integrity is core to our success. We believe that identifying and managing critical ESG topics helps ensure the sustainability of our company and drives long-term value for our stakeholders. At C.H. Robinson, our ESG efforts are focused on climate action, people empowerment, and ethical business practices. Oversight of these issues starts with the Board and our Chief Executive Officer (“CEO”), as well as our Chief Human Resources and ESG Officer.

The full Board receives regular updates from management, including our VP of ESG, on ESG strategy and risk management. Additionally, the Board committees oversee specific areas of our ESG efforts. The Governance Committee receives regular updates on ESG strategy and risks, as well as environmental sustainability. The Talent & Compensation Committee has oversight of talent strategies; diversity, equity, and inclusion; company culture; and other talent-related topics. The Audit Committee has oversight of ethics and compliance, risk management, cybersecurity, data privacy, as well as reporting on ESG metrics.

See our annual ESG Report on our website for more information. Our 2022 report will be available in the spring of 2023. It will be informed by the Global Reporting Initiative and will include disclosures aligned to the Sustainability Accounting Standards Board (“SASB”) and the Task Force on Climate-Related Financial Disclosure (“TCFD”).


			CLIMATE

Climate change is evaluated within our enterprise risk register. Our internal audit team leads risk management for the company, which is reviewed quarterly and aligned to the risk factors reported annually in our Annual Report on Form 10-K. ESG issues and impacts of climate change, its consequences, and opportunities are included in this process, including the impact severe weather events could have on our general operations, the transportation industry, and our fresh produce sourcing. In 2022, the company continued to evolve the enterprise climate risk process and published the first TCFD report for our U.S. and Canadian operations. Our team also began the process of conducting a joint quantitative and qualitative climate scenario analysis for risks and opportunities in our global operations using a number of climate risk scenarios. Workshops commenced in early 2023.

Our Chief Financial Officer works with our CEO, Chief Legal Officer, and Chief Human Resources and ESG Officer to review climate-related issues as they arise. They provide feedback on recommended actions and give final approval regarding which actions are brought to the Board. In addition to regularly scheduled updates to the Board, we add time to review climate-related topics if they arise outside of ~~Directors. Based~~the scheduled time.


			OVERSIGHT OF ENTERPRISE RISK MANAGEMENT

The Enterprise Risk Management (ERM) program, overseen by our Chief Financial Officer and the Audit Committee, allows the company to evaluate risks and their potential impact to the company based on multiple factors, including but not limited to, business conditions, company capabilities, and risk tolerance. The ERM program is facilitated by the


36

Corporate Governance

company’s Internal Audit Department and consists of a framework that identifies and classifies risks, enlists risk owners, facilitates risk mitigation efforts, and communicates results to senior management and the Audit Committee. Changes in the company’s risk profile may also be identified through routine internal audits and ongoing discussions with members of the company’s operational staff and management. A significant component of the ERM program is the annual risk assessment, which includes interviews of various key personnel and risk owners within the company, as well as with members of the Audit Committee. The results of the annual risk assessment are presented to the Audit Committee.

Additional review or reports on enterprise risks are conducted as needed by the Board or the committees.


			OVERSIGHT OF CYBERSECURITY

The company’s global reach and the ever-evolving threat landscape makes data security and privacy a critical priority for us and our Audit Committee receives regular reports on this topic. Our global cybersecurity team reports to our Chief Technology Officer and together, they are responsible for our network security, engineering processes, and business continuity. This team partners with leaders from all our global regions to align our strategic goals with our business priorities.

We have processes and programs in place to meet our global compliance obligations and work with our employees and teams across the globe to ensure security and data protection principles are integrated into the way we do business every day. We utilize a set of controls that integrates guidance from the EU’s General Data Protection Regulations and alignment with the U.S. National Institute of Standards and Technology’s framework. In addition, we submit to independent assessments by external parties, including System and Organizational Controls (“SOC”) 2 Type 2 audit, to ensure all safeguards function as they should.

Our Technology Continuity program is equally as robust and follows industry standards for disaster recovery practices, including close alignment with ISO 27031:2011 and the Disaster Recovery Institute International’s Professional Practices. Our program includes multiple components that act as an additional line of defense—among them are regular functional recovery and tabletop exercises, cybersecurity exercises, program audit and maintenance, awareness and training, business impact analysis, and risk evaluation and controls.


			OVERSIGHT OF DATA PRIVACY

Our global data privacy program aligns closely with our global cybersecurity team regarding the management of a framework that represents a harmonized set of privacy and data protection controls, encompassing our global and regional obligations to personal information. The program is evaluated within our enterprise risk management register. The director of our global data privacy program reports to our Chief Legal Officer and aligns closely with regional counsel in North and South America, Asia, and Europe.

Our global data privacy program extends across our business and shared service organizations to embed privacy by design principles within our operations and in alignment and coordination with our information security program. This is done through both active data protection impact/privacy impact assessment (“DPIA/PIA”) engagements with business and technical partners, as well as through structured privacy by design checklists embedded into technical and business process development. Technical teams participate in regular and ongoing workshops that support security and privacy by design initiatives. All C.H. Robinson employees who process personal information must comply with privacy policies and processes designed to achieve compliance. Employees complete annual information protection and privacy training that supports our Code of Ethics and guides employees on their roles and responsibilities to collect, protect, use, and manage the personal information entrusted to them. Ongoing privacy policy compliance audits and risks identified during DPIA/PIA activities inform enterprise risk management processes and engagement from senior leaders, as well as visibility to the Audit Committee through internal audit processes on privacy risks.


			OVERSIGHT OF TALENT & CULTURE

Our Board of Directors and Talent & Compensation Committee have oversight of our Talent Management and DEI efforts. They receive regular updates from our Chief Human Resources and ESG Officer on our key strategic initiatives, success measurements, and other relevant matters pertaining to human resources and DEI including, but not limited to,


2023 Proxy Statement			37

Corporate Governance

hiring and retention, culture, employee engagement, succession planning, compensation and benefits, and human resources or DEI-related risks.

Evaluation of CEO and Management. Our Board has delegated primary oversight responsibility for the evaluation of our CEO to the Talent & Compensation Committee. The Talent & Compensation Committee, in collaboration with the Chair of the Governance Committee, ~~learns during~~reports its evaluation of the CEO’s performance at least annually. The Board reviews this report and any other updates from the Talent & Compensation Committee on this topic in executive sessions that usually occur at each regularly scheduled Board meeting. In addition, the Board provides inputs to the CEO, who conducts an annual assessment of the performance and development of other senior management.

Succession Planning. Succession planning for our senior management positions is critical to the company’s long-term success. The Board annually reviews the company’s succession plans. The Board also identifies potential successors for the CEO position. The CEO participates in this process ~~it determines which nominee(s)~~by providing the Board with recommendations or evaluations of potential successors and identifying and recommending development plans for such individuals. The CEO is expected to recommend to the Board on an ongoing basis one or more successors in the event of ~~Directors~~an unexpected inability of the CEO to ~~submit for election.~~continue to serve.


38

Corporate Governance

Other Corporate Governance Policies, Practices, and Processes

Annual Board Evaluations

Each year, the Board conducts a self-evaluation to determine whether it and its committees are functioning effectively. The Governance Committee ~~uses~~is responsible for seeking comments from all directors and reporting its evaluation of Board and committee performance to the ~~same process for evaluating all nominees, regardless~~Board on an annual basis. As part of the ~~source~~self-evaluation process, the Chair of the ~~nomination.~~Governance Committee may have individual conversations with each director to discuss individual and group dynamics and performance. The full Board reviews and discusses the evaluation report to determine what, if any, action could improve Board and Board committee performance.

~~No candidates for~~Shareholder Communications with the Board

C.H. Robinson shareholders and other interested parties may send written communications to the Board of Directors or to any individual director ~~nominations were~~by mailing it to C.H. Robinson Worldwide, Inc., Board of Directors, c/o C.H. Robinson Corporate Secretary, 14701 Charlson Road, Suite 1200, Eden Prairie, MN 55347. These communications will be compiled by the corporate secretary and periodically submitted to the Board of Directors or individual directors.


2023 Proxy Statement			39

Compensation of Directors

Overview

Every two to three years, the Governance Committee ~~by any shareholder for the 2020 Annual Meeting. Any shareholder interested in presenting a nomination for consideration~~engages with an independent compensation consultant to review board compensation market data. As necessary, this data is used by the Governance Committee ~~prior~~in preparation for determining and recommending changes to board compensation. The last review was completed in 2021 by Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”).

The table below outlines the ~~2021 Annual Meeting should do so as early as possible, to provide adequate time to consider the nominee and comply with~~current annual compensation program for our ~~Bylaws.~~non-employee directors:

~~Compensation of Directors~~


Compensation Element	Compensation Amount ($)
Non-Employee Director Compensation:
Annual Cash Retainer			$110,000
Annual Equity Award (RSUs)			175,000
Independent Chair of the Board Additional Cash Retainer			100,000
Committee Service Compensation:		Chair	Member
Audit Committee		$30,000	$12,500
Talent & Compensation Committee		20,000	7,500
Governance Committee		20,000	7,500
Capital Allocation and Planning Committee(1)		20,000	7,500

In 2019, each independent director of C.H. Robinson was paid an annual retainer of $90,000 and no meeting fees. The Audit Committee chair received an additional annual retainer of $30,000, and the chairs(1)Members of the ~~Governance~~Capital Allocation and ~~Compensation Committees each received an~~Planning Committee, including non-employee directors, did not earn additional ~~annual retainer of $20,000. Other members of~~compensation for their participation during 2022. On February 9, 2023, the ~~Audit~~Capital Allocation and Planning Committee ~~received an additional annual retainer of $12,500, and other members of~~was determined to be a standalone Committee with compensation, effective for 2023, commensurate with the Governance Committee and Talent & Compensation ~~Committees received additional annual~~Committee.

Cash retainers ~~of $7,500. The lead independent director received an additional annual retainer of $25,000. Retainers~~ are paid in quarterly installments, at the end of each calendar quarter. ~~Before~~On an annual basis before the ~~retainers are earned,~~following year’s director compensation is determined, the directors may elect to receive all or a portion of their retainers in cash, stock, or restricted stock units (“RSUs”) that are immediately vested and are payable to the directors after their service on the Board of Directors has ended.


12						~~2020 Proxy Statement~~

~~PROPOSAL ONE: ELECTION OF DIRECTORS~~

The annual equity award is delivered in the form of fully vested RSUs that settle in shares of stock after the director leaves the Board of Directors.

Directors are required to own a minimum of five times their annual ~~Board~~cash retainer in company stock no later than five years after joining the Board of Directors. We base the stock ownership requirements on all shares of company stock deemed owned by a director, which includes vested ~~stock options, vested and unvested restricted stock units,~~RSUs and stock beneficially owned by the director, including owned in a trust, by a spouse, or by dependent children for our directors. All directors are in compliance with the company stock ownership requirements.

~~In 2019, the Board of Directors granted each director a fully vested restricted stock unit award valued at $150,000, deliverable after leaving the Board of Directors.~~ ~~Restricted stock unit awards are granted in quarterly installments, at the end of each calendar quarter.~~C.H. Robinson also reimburses non-employee directors for reasonable expenses incurred in attending Board of Directors meetings and for expenses incurred in obtaining continuing education related to service on our Board of Directors. Directors who are also employees of C.H. Robinson are not separately compensated for serving as a member of the Board of Directors.

~~2019 Director Compensation Table~~

Name Fees Earned
or Paid in Cash
Stock Awards⁽¹⁾
Total
Aggregate
Number of
Shares
Outstanding
as of
December 31, 2019⁽²⁾
Scott P. Anderson $ 138,562 (3) $ 150,000 $ 288,562 18,528
Wayne M. Fortun 117,500 150,000 267,500 39,945
Timothy C. Gokey 110,000 (4) 150,000 260,000 6,493
Mary J. Steele Guilfoile 105,000 150,000 255,000 13,342
Jodee A. Kozlak 105,000 150,000 255,000 14,269
Brian P. Short 110,000 (4) 150,000 260,000 60,276
James B. Stake 127,500 (5) 150,000 277,500 21,465
Paula C. Tolliver 110,000 (4) 150,000 260,000 3,781


40

Compensation of Directors

2022 Director Compensation Table


Name(1)	Fees Earned or Paid in Cash			Stock Awards(2)		Total		Aggregate Number of Shares Subject to Stock Awards Outstanding as of December 31, 2022(3)
Scott P. Anderson		$242,500			$140,000		$382,500	23,672
James J. Barber, Jr.(4)		4,730			6,087		10,870	83
Kermit R. Crawford		125,000			140,000		265,000	3,738
Wayne M. Fortun(5)		42,886			48,032		90,918	19,229
Timothy C. Gokey		130,000	(6)		140,000		270,000	15,595
Mark A. Goodburn(7)		79,828	(6)		91,223		171,051	2,028
Mary J. Steele Guilfoile		125,000			140,000		265,000	15,388
Jodee A. Kozlak		137,500			140,000		277,500	19,413
Henry J. Maier(8)		98,243			117,056		215,299	1,501
Brian P. Short(5)		44,601	(6)		48,032		92,633	45,612
James B. Stake		147,500			140,000		287,500	26,957
Paula C. Tolliver		130,000			140,000		270,000	10,211
Henry W. “Jay” Winship(8)		98,243			117,056		215,299	1,501

(1)Robert Biesterfeld served as the company’s Chief Executive Officer in 2022 and did not receive any additional compensation for services provided as a director.

(2)The dollar value reflected in this column was awarded as fully vested restricted stock units of the company. Shares equal to the number of restricted stock units will be distributed to the director after his or her board membership terminates. The number of units issued to a director is determined by dividing the Annual Equity Award Value of $175,000 by the closing price of a share of our common stock on the date of grant. In accordance with Accounting Standards Codification 718 (“ASC 718”), these awards are discounted to reflect the restrictions on the awardee’s ability to sell or transfer vested awards until his or her board membership terminates. The fair value of these awards is established based on the market price on the date of grant, discounted for post-vesting holding restrictions.

~~(2)~~(3)Includes fully vested restricted stock ~~units~~units.

(4)Mr. Barber was appointed to the Board of Directors on December 15, 2022.

(5)Mr. Fortun and ~~directly owned shares.~~

~~(3)The Board appointed~~ Mr. ~~Anderson as lead independent director~~Short retired from the board of directors following the ~~Annual Meeting~~company’s annual meeting on May ~~9, 2019.~~5, 2022.

~~(4)~~(6)The director has elected to receive the dollar value of these fees in restricted stock units of the company. Shares equal to the number of restricted stock units will be distributed after termination of board membership.

~~(5)The director has~~(7)Mr. Goodburn was elected to ~~receive one half~~the board of directors at the ~~dollar value of these fees in restricted stock units of the company~~company’s annual meeting on May 5, 2022.

(8)Mr. Maier and ~~the balance of his fees paid in cash for 2019. Shares equal~~Mr. Winship were appointed to the ~~number~~Board of ~~restricted stock units will be distributed after termination of board membership.~~

~~Compensation Committee Interlocks and Insider Participation~~

The members of the Compensation Committee are Wayne M. Fortun, Timothy C. Gokey, Mary J. Steele Guilfoile, Jodee A. Kozlak, James B. Stake, and Paula C. Tolliver. The Compensation Committee members have no interlocking relationships requiring disclosure and are deemed independent under the rules of the Securities and Exchange Commission.

Directors on February 28, 2022.


2023 Proxy Statement			41


~~2020 Proxy Statement~~						13

~~2019 EXECUTIVE COMPENSATION~~

~~2019 Compensation Discussion and Analysis~~ The following Compensation Discussion & Analysis (“CD&A”) describes the background, objectives, and structure of our executive compensation programs. This CD&A is intended to be read in conjunction with the tables beginning on pages 25 and 32, which provide further historical compensation information for the following Named Executive Officers (“NEOs”):

•~~Robert C. Biesterfeld Jr., President and Chief Executive Officer~~⁽¹⁾

•~~John P. Wiehoff, Executive Chairman, Former President and Chief Executive Officer~~⁽²⁾

•~~Andrew C. Clarke, Former Chief Financial Officer~~⁽³⁾

•~~Scott S. Hagen, Controller, Former Interim Chief Financial Officer~~⁽⁴⁾

•~~Michael P. Zechmeister, Chief Financial Officer~~⁽⁵⁾

•~~Christopher J. O’Brien, Chief Commercial Officer~~

•~~Mac S. Pinkerton, President of North American Surface Transportation ("NAST")~~

•~~Michael J. Short, President of Global Freight Forwarding~~


			Proposal 2: Advisory Vote on the Compensation of Named Executive Officers (“Say-on-Pay”) C.H. Robinson is providing its shareholders the opportunity to cast a non-binding advisory vote on the compensation of its named executive officers (“NEOs”), as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion in this Proxy Statement. At the Annual Meeting, shareholders will vote on the following advisory resolution regarding the compensation of NEOs as described in this Proxy Statement: “RESOLVED, that the shareholders of C.H. Robinson Worldwide, Inc. approve, on an advisory basis, the compensation paid to the company’s named executive officers as disclosed in the ‘Compensation Discussion and Analysis’ section, and compensation tables and narrative discussion contained in the ‘Executive Compensation’ section in this Proxy Statement.” C.H. Robinson, with guidance and oversight from our Talent & Compensation Committee, has adopted an executive compensation philosophy that is intended to be consistent with our overall compensation approach and to achieve the following goals: 1.Pay incentive compensation aligned with company earnings performance; 2.Encourage executives to make long-term career commitments to C.H. Robinson and align executives’ interests with those of our shareholders; 3.Balance incentive compensation to achieve both annual and long-term profitability and growth; 4.Emphasize supporting both team and company goals, business transformation, and company culture; and 5.Provide a level of total compensation necessary to attract, retain, and motivate high quality executives. We believe that our executive compensation program is aligned with the long-term interests of our shareholders. In considering this proposal, we encourage you to review the 2022 Compensation Discussion and Analysis section of this Proxy Statement and related compensation tables and narrative discussion beginning on page 43. It provides detailed information on our executive compensation, including our compensation philosophy and objectives and the 2022 compensation of our NEOs. C.H. Robinson has requested shareholder approval of the compensation of our NEOs on an annual basis. Our compensation disclosures, including our Compensation Discussion and Analysis, compensation tables, and discussion in this Proxy Statement, are done in accordance with the Securities and Exchange Commission’s compensation disclosure rules. àAs an advisory vote, this Proposal 2 is non-binding. However, the Board of Directors and the Talent & Compensation Committee value the opinions of our shareholders and will consider the results of the vote when making future compensation decisions for our NEOs.


			BOARD VOTING RECOMMENDATION The Board of Directors recommends a vote FOR the advisory approval of the compensation of named executive officers.

~~(1)Mr. Biesterfeld began 2019 as the company’s chief operating officer and was appointed chief executive officer on May 9, 2019.~~

~~(2)Mr. Wiehoff resigned as president and chief executive officer on May 9, 2019 and became executive chairman on the same date.~~

~~(3)Mr. Clarke resigned as chief financial officer on March 31, 2019.~~

~~(4)Mr. Hagen served as interim chief financial officer from April 1, 2019 to August 29, 2019.~~

~~(5)Mr. Zechmeister was hired as chief financial officer on August 30, 2019.~~

~~I. Executive Summary~~

~~Compensation Philosophy and Structure~~

We believe our compensation philosophy and design are well aligned with the interests of our shareholders, as well as our performance culture, growth strategy, and desire to attract and retain high-quality executives.

~~We:~~

•~~Pay for performance;~~

•~~Reward profitable long-term growth; and~~

•~~Align the interests of management with our shareholders.~~

The company reviews general industry survey data provided by an independent compensation consultant to assess market competitiveness of the components of NEO compensation, including appropriate mix of cash and equity. The company also relies on broader survey data to assess market competitiveness of executive compensation components.


1442						~~2020 Proxy Statement~~

~~2019 EXECUTIVE COMPENSATION~~

~~Our compensation components are as follows:~~Executive Compensation



~~Element~~	~~Performance Period~~	~~Objective~~	~~Performance Measured/~~ ~~Rewarded~~
~~Base Salary (Fixed)~~	~~Annual~~	~~Attracts, retains,~~ 2022 COMPENSATION DISCUSSION AND ANALYSIS The following Compensation Discussion & Analysis (“CD&A”) describes the background, objectives, and ~~rewards top talent and reflects a NEOs responsibilities, performance, leadership potential, succession planning, and relevant market data.~~	~~Provides NEOs~~structure of our executive compensation programs. This CD&A is intended to be read in conjunction with ~~fixed~~the tables beginning on page 66, which provide further historical compensation ~~that acts as a vehicle to attract and retain. Rewards executives for key performance and contributions. Generally reflects the 25th - 50th percentile for our defined market for talent.~~
~~Annual Cash Incentive (Variable)~~	~~Annual~~	~~Motivates and rewards our executives~~information for the ~~achievement of certain strategic goals for the company.~~	~~In 2019, the annual cash incentive was based on the following:~~ •CEO - Target opportunity was 120 percent of base salary and was based on enterprise adjusted pre-tax income ("APTI"). APTI is defined as pre-tax income, adjusted to exclude executive bonuses and unusual or extraordinary items.⁽¹⁾ •Operating Executive Officers - Target opportunity varied from 40 percent to 70 percent of base salary and was based on the APTI of the business division and/or region of responsibility for the executive. •~~Administrative Officers - Target opportunity varied from 60 percent to 85 percent of base salary and was based on enterprise APTI.~~ •~~For all~~following named executive officers ~~the maximum annual incentive that may be paid is two times the planned annual incentive at target.~~(“NEOs”): •~~Threshold~~àRobert C. Biesterfeld Jr., Former President and ~~maximum performance goals for NEOs were set at 70 percent and 120 percent~~Chief Executive Officer(1) àMichael P. Zechmeister, Chief Financial Officer àArun D. Rajan, Chief Operating Officer(2) àMac S. Pinkerton, President of ~~the relevant APTI targets, respectively.~~North American Surface Transportation (“NAST”) àMichael J. Short, President of Global Forwarding
~~Performance Based~~ ~~Restricted Stock (Variable)~~	~~Long-Term~~	~~Aligns the interests of management and shareholders.~~	•~~Accounts for 50% of NEOs' equity grant value.~~ •~~Performance shares vest over five years based on company performance.~~ •Performance vesting is constructed in a manner as to vest 0 to 100 percent of the award based on year-over-year percentage increase (or decrease) in diluted earnings per share, plus ten percentage points. •~~The performance shares have a two year delayed delivery following the five year vesting period.~~
~~Stock Options (Variable)~~	~~Long-Term~~	~~Supports the achievement of strong share price growth.~~	•~~Accounts for 50% of NEOs' equity grant value.~~ •~~Options vest ratably over five years.~~

~~(1)No unusual or extraordinary items impacted the determination of the company's APTI in 2019.~~

~~Other Compensation considerations are as follows:~~

•~~Mix of fixed and variable compensation:~~The mix of pay between fixed and variable compensation, and the portion of variable compensation linked to performance vesting and the value of company common stock, are consistent with our philosophy of strong linkage between pay and performance. It also puts a substantial percentage of our executives’ compensation at risk. As reflected in the gray components on the following charts, 82 percent of Mr. Biesterfeld’s 2019 target total compensation was variable or “at-risk,” and 70 percent of the 2019 target compensation for our other NEOs was variable or “at-risk.”


~~2020 Proxy Statement~~						15

~~2019 EXECUTIVE COMPENSATION~~

•~~Stock ownership guidelines:~~To ensure alignment with our shareholders, the Compensation Committee has established stock ownership guidelines for our executive officers. The Compensation Committee believes that linking a significant portion of the executive officer’s personal holdings to the company’s success aligns our executive interests with that of our shareholders. Therefore, executive officers are expected to own a significant amount of C.H. Robinson stock. The Compensation Committee has established stock ownership guidelines for our executive officers based on all shares of company stock deemed owned by an executive officer, which includes vested stock options, stock held in the company 401(k) plan, vested and unvested performance shares and restricted stock units. It also includes stock beneficially owned by the officer, including owned in a trust, by a spouse, or by dependent children. Equity ownership guidelines for executive officers are as follows:

•~~CEO: Six times base salary~~

•~~Other NEOs: Three times base salary~~

•~~Other direct reports to the CEO and COO: Three times base salary~~

It is expected that new or recently promoted members of the executive team will achieve the appropriate level of ownership within five years of their appointment. All NEOs are in compliance with the company stock ownership requirements.


16						~~2020 Proxy Statement~~

~~2019 EXECUTIVE COMPENSATION~~

~~2019 C.H. Robinson Performance Highlights and Incentive Payouts~~

~~The following summarizes C.H. Robinson's performance and select 2019 year-over-year operating comparisons to 2018:~~

•~~Total revenues decreased 7.9 percent to $15.3 billion, driven by lower pricing and volumes across most transportation service lines and decreased sourcing revenue pricing and case volumes.~~

•~~Net revenues~~⁽¹⁾ ~~decreased 4.4 percent to $2.6 billion, primarily driven by margin decline in truckload services.~~

•~~Personnel expenses decreased 3.4 percent to $1.3 billion, driven primarily by declines in performance-based compensation, partially offset by a 2.3 percent increase in average headcount.~~

•Selling, general, and administrative (“SG&A”) expenses increased 10.7 percent to $497.8 million, due primarily to increases in purchased services, particularly commercial off-the-shelf software, and occupancy, partially offset by a reduction in bad debt expense.

•~~Income from operations totaled $790.0 million, down 13.4 percent due to declining net revenues and increased SG&A expense.~~

•~~Operating margin of 30.5 percent decreased 320 basis points.~~

•~~Diluted earnings per share (EPS) decreased 11.4 percent to $4.19.~~

•~~Cash flow from operations increased 5.4 percent to $835.4 million.~~

(1)~~Net revenues is a non-GAAP measure. Additional information about net revenues, including a reconciliation to total revenues, is available in our annual report~~Mr. Biesterfeld’s service as President and Chief Executive Officer ended on ~~Form 10-K for the year ended~~ December 31, ~~2019.~~2022.

~~In 2019,~~(2)Mr. Rajan held the ~~North America truckload market faced significant cyclical changes attributable to weakening demand~~position of Chief Product Officer and ~~excess capacity, which resulted in pricing and volume declines during the second half of 2019. In addition, the global forwarding market~~ was negatively impacted for much of 2019 by excess capacity and reduced demand due to tariff activity and macroeconomic uncertainty especially in trade lanes between China and the United States. These market pressures resulted in a decrease of diluted earnings per share from $4.73 in 2018 to $4.19 in 2019 and translated into below-target incentive payouts under our annual cash incentive plan for our NEOs, and decreased vesting in our performance-based equity awards.

~~Our enterprise APTI, which is the measure we used to determine annual non-equity incentive payments for six of our NEOs in 2019, finished at -16 percent in 2019.~~

NAST APTI finished -12 percent in 2019, driven by lower net revenue per shipment and lower volumes in truckload services. NAST truckload net revenues decreased 7.3% while NAST truckload volumes decreased 2.0%. As a result of the softening freight environment over the course of 2019, our volumes shifted from spot-market pricing towards contractual business. In the second half of 2019, the continued shift to contractual business began to lead to margin compression as spot-market driven carrier pricing declines began to decelerate as compared to our contractual pricing declines with our customers. NAST APTI was one of the performance measures for one of our 2019 NEOs.

Global Forwarding APTI finished at -11 percent in 2019, driven by reduced pricing in our ocean and air service lines and a decline in air freight volumes. Global Forwarding ocean and air service line net revenues decreased 1.4% and 8.1%, respectively, while air freight volumes decreased 7.0%. These declines were driven by the tariff and macroeconomic uncertainty discussed above in addition to strong 2018 comparisons which included shipments to build inventory ahead of tariffs enacted in early 2019. Global Forwarding APTI was the annual incentive compensation performance measure for one of our 2019 NEOs.

~~Say-On-Pay~~

~~The Compensation Committee also considers the results of the shareholders’ advisory vote~~appointed Chief Operating Officer on the compensation of NEOs. At our 2019 and 2018 Annual Meetings, our say-on-pay proposals received “for” votes that represented approximately 90 percent and 88 percent, respectively, of the shares voted on the proposals. The Compensation Committee considered the results of these say-on-pay votes and other shareholder feedback when evaluating our compensation practices and policies in 2019, and when setting the compensation of our NEOs for 2019. The Compensation Committee believes that our say-on-pay proposal results demonstrate shareholders’ support of our compensation practices.


~~2020 Proxy Statement~~						17

~~2019 EXECUTIVE COMPENSATION~~

~~In 2019, we conducted several outreach calls to shareholders and provided information as requested, including, but not limited to the company's governance and compensation programs and philosophy.~~October 31, 2022.

~~II.~~ Executive Summary

Compensation Philosophy and Structure

~~Performance based~~Performance-based compensation and alignment of individual, company, and shareholder goals are integral components of our C.H. ~~Robinson’s~~Robinson culture and management approach. ~~Performance based~~Performance-based compensation makes up a significant portion of our employees’ total compensation package. ~~In addition, approximately 15 percent of our total employees, hold equity they received through our current equity incentive plan.~~

C.H. Robinson, with guidance and oversight from our Talent & Compensation Committee, has adopted an executive officer compensation philosophy that is intended to be consistent with our overall compensation approach and to achieve the following goals:

~~(1)~~1.Pay incentive compensation aligned with company performance;

2.Align executives’ interests with those of our shareholders and encourage high-performing executives to make long-term career commitments to C.H. Robinson;

3.Balance incentive compensation to achieve both annual and long-term profitability and growth;

4.Emphasize supporting both team and company goals, business transformation, and company culture; and

5.Provide a level of total compensation necessary to attract, retain, and motivate ~~high quality executives;~~

~~(2)Pay incentive compensation aligned with company earnings performance;~~

~~(3)Emphasize both team and company performance;~~

~~(4)Balance incentive compensation to achieve both annual and long-term profitability and growth; and~~

~~(5)Encourage executives to make long-term career commitments to C.H. Robinson and our shareholders.~~highly qualified executives.

Compensation decisions regarding individual executive officers are based on several factors, including competitive market practices, individual performance, level of responsibility, unique skills of the executive, tenure, ~~and~~ demands and complexity of the ~~position.~~position, and critical nature of the role.

~~III.~~


2023 Proxy Statement			43

Executive Compensation

2022 C.H. Robinson Performance Highlights and Incentive Payouts

2022 was another year of significant change for transportation markets as the cost of purchased transportation declined rapidly from their pandemic peaks in the second half of the year. Slowing consumer demand and improved capacity allowed many of the challenges shippers have faced since the beginning of the pandemic, including port congestion and equipment and labor shortages, to ease and transportation markets to operate more efficiently. Despite these improvements, shippers continue to navigate elevated inventory levels, macroeconomic uncertainty, and inflationary pressures. The C.H. Robinson team continued to help our customers and contract carriers navigate through the changing market cycle with best-in-class solutions provided by our global network of supply chain experts that customers have come to expect from C.H. Robinson. The strength and resilience of our model and team were evident as we again generated record annual results in 2022.

Performance Overview

The following summarizes C.H. Robinson financial, operational, and strategic achievements in 2022 including year-over-year operating comparisons to 2021:

Total revenues increased 6.9% to $24.7 billion, driven by higher pricing in nearly all of our service lines, most notably truckload, LTL, and ocean services.

2.3 billion digital transactions with customers and carriers in 2022, a 30% year-over-year increase.

Income from operations totaled $1.3 billion, up 17.1% from last year primarily due to the increase in AGP, partially offset by the increase in operating expenses.

Adjusted gross profits(1) (“AGP”) increased 14.0% to $3.6 billion, driven by higher adjusted gross profit per transaction in truckload and LTL services.

Increased our regular quarterly dividend 10.9% from $0.55 per share to $0.61 per share.

Cash returned to shareholders increased 100.2% to $1.8 billion.

Diluted earnings per share (EPS) increased 11.4% to $7.40.

(1)Adjusted gross profit is a non-GAAP measure. Additional information about adjusted gross profit, including a reconciliation to gross profit, is available in our Annual Report on Form 10-K for the year ended December 31, 2022.

The cost of purchased transportation in the North American surface transportation market declined significantly over the course of 2022 as excess carrier capacity combined with slowing demand led to softening market conditions. This compared to extremely tight market conditions in 2021 as strong demand combined with challenges due to driver availability and supply chain disruptions drove purchased transportation costs to historic levels. Many of these challenges subsided over the course of 2022, allowing routing guides to perform more efficiently, which resulted in a comparatively soft market versus 2021. Despite the slowing demand and softening market conditions, our operating model generated growth in both truckload and less than truckload (“LTL”) adjusted gross profits and a modest increase in truckload volumes.

The best-in-class solutions delivered by our network of supply chain experts resulted in strong financial results in 2022. NAST adjusted pre-tax income (“APTI”; defined on page 51) finished well above target at $784,340 in 2022, driven by higher AGP per shipment in truckload and LTL services and partially offset by a 1.0% decrease in our combined NAST truckload and LTL volumes. NAST APTI was one of the performance measures for our annual cash incentive plan for 2022 for one of our NEOs.


44

Executive Compensation

The cost of purchased transportation fell significantly in the global forwarding market in the second half of 2022 as global demand slowed in most trade lanes. The peak shipping season historically experienced in the second half of each year, which would typically drive elevated rates and volumes, remained uncharacteristically soft. Shippers in the U.S. and Europe continued to struggle with elevated inventory levels as consumer demand has been negatively impacted by inflation and macroeconomic uncertainty. In an effort to adapt to this slowing demand, steamship lines continue to rationalize services by reducing capacity where possible with blank sailings and slow steaming. All of these factors have allowed port congestion to ease in many parts of the world. As with the North American surface transportation market, this compared to extremely tight market conditions in 2021 as strong demand combined with supply chain disruptions caused by port congestion along with equipment and labor shortages drove purchased transportation to historic levels in 2021 and the first half of 2022. The slowdown of global demand has also had a significant impact on the air freight market. Air freight pricing and volumes have significantly declined, driven by shippers maintaining higher inventory levels, declining consumer demand, and improving ocean schedule reliability, eliminating ocean freight to air freight conversions. Air freight capacity continues to improve and drive rates lower in many trade lanes due to increased belly capacity as commercial flights become more frequent after being significantly reduced during the COVID-19 pandemic. Our network of supply chain experts helped our customers effectively manage the volatile global forwarding market resulting in modest growth in AGP compared to the historic results achieved in the prior year. Ocean volumes decreased 0.5%, air freight tonnage decreased 9.0%, and customs brokerage volumes increased 3.5%.

The strong execution by our Global Forwarding team resulted in record-breaking financial results and above target incentive compensation achievement. Global Forwarding APTI growth finished at $463,071 in 2022. Global Forwarding APTI was one of the performance measures for one of our 2022 NEOs.

The strong financial results noted above resulted in an increase of diluted earnings per share from $6.31 in 2021 to $7.40 in 2022 and translated into above-target incentive payouts under our annual cash incentive plan for our NEOs and earned vesting in our performance-based equity awards.

Our enterprise APTI, which is one of the measures used to determine annual cash incentive payments for all of our NEOs in 2022, finished at $1,211,294 in 2022 and we achieved above-target incentive payouts for our NEOs.

Incentive Payouts


Element	Key Features	Result

2022 Annual Incentive Cash Plan	Based on adjusted pre-tax income (APTI) and, for NEOs other than CEO, MBOs, including one specific to DEI.	Above Target	h


Performance-Based Equity Awards(1)	Aligned to Diluted EPS Growth	At Target	n


Adjusted Gross Profit PSUs(2)	Aligned to AGP Growth	Above Target	h

(1)Granted in 2018 and 2020.

(2)Granted in 2021 and 2022.


2023 Proxy Statement			45

Executive Compensation

Say-on-Pay and Response to Shareholder Feedback

The Talent & Compensation Committee considers the results of the shareholders’ advisory vote on the compensation of NEOs. At our 2022 Annual Meeting, our say-on-pay proposals received “for” votes that represented approximately 92% of the shares voted on the proposals. The Talent & Compensation Committee considered the results of these say-on-pay votes and other shareholder feedback when evaluating our compensation practices and policies in 2022, and when setting the compensation of our NEOs for 2022. The Talent & Compensation Committee believes that our say-on-pay proposal results demonstrate shareholders’ support of our compensation practices.


			92% Voted in Favor of our Executive Compensation Program at our 2022 Annual Meeting of Shareholders

Based on feedback received from our shareholders, as well as the Talent & Compensation Committee’s consideration of competitive market practices and its goal of linking executive pay and performance, the Talent & Compensation Committee approved the following changes to our compensation programs:


46

Executive Compensation




			WHAT WE HEARD...			HOW WE RESPONDED...

			àConsider, on a going-forward basis, having the treatment of equity awards that are assumed or converted following a change in control be double trigger			àEffective January 1, 2023, C.H. Robinson has expanded its double trigger for all equity awards, including performance-based awards

			àEnhance disclosure regarding holding requirements			àC.H. Robinson has enhanced our disclosure to our ownership guidelines and we have included the policy in this Proxy Statement

			àConsider disclosing a peer group that can be used to make executive compensation decisions			àC.H. Robinson has selected and adopted a formal peer group for purposes of executive compensation

			àConsider the metrics in the annual incentive plan			àIn 2023, C.H. Robinson introduced a new Annual Incentive Plan, which consists of blended volume growth, operating income margin and MBO/SBO scorecards

			àConsider the performance period for the long term incentive plan			àIn 2023, C.H. Robinson introduced new performance stock unit (PSU) awards where 33.33% is measured on diluted earnings per share (EPS), 33.33% on adjusted gross profit (AGP), and 33.34% on average adjusted operating income margin; each of these measures has a cumulative 3-year performance period

			àConsider removing the counting of vested stock options and unvested performance shares in the stock ownership guidelines			àIn 2023, C.H. Robinson removed the counting of vested stock options and unvested performance shares for stock ownership guidelines


2023 Proxy Statement			47

Executive Compensation

Key Compensation Practices

Our compensation framework and pay-for-performance practices provide appropriate incentives to our executive officers to achieve our financial goals and align our executives with our shareholders’ interests.


~~What We Do~~	~~What We Don’t Do~~
~~Executive~~

		WHAT WE DO àWe Do require approval of our executive compensation and incentive payouts ~~are subject~~by our independent Talent & Compensation Committee àWe Do target pay opportunity that is generally aligned to the ~~approval of our independent Compensation Committee~~	~~No guaranteed bonuses~~
~~Pay opportunity is generally targeted to be within the 25th-50th~~50th percentile of general market data and a compensation peer group of ~~similarly-sized~~ companies that are of similar size, as well as aligned to our business model of a platform company and two-sided market place àWe Do have the majority of pay at risk and performance-based àWe Do have the majority of annual incentive compensation performance metrics directly tied to a key driver of shareholder value (APTI) àWe Do have appropriate caps on incentive plan payouts; two times target opportunity àWe Do have double trigger change of control provisions in time-based equity awards made after January 1, 2022, and performance stock unit awards made after January 1, 2023 àWe Do have long-term incentives that are performance-based to create alignment with shareholders àWe Do have long-term incentive plan performance metrics that reward management for scaling the business and creating profitable market share growth àWe Do have robust stock ownership guidelines and a minimum of a 1-year deferred delivery requirement for shares earned under equity awards àWe Do have a clawback policy àWe Do have our equity compensation subject to forfeiture and clawback if executive violates restrictive covenants àWe Do have an Executive Separation and Change in Control Plan àWe Do have a Talent & Compensation Committee comprised entirely of independent directors àWe Do have our Talent & Compensation Committee engage with an independent consultant àWe Do have our Talent & Compensation Committee regularly meet in executive session without management present		No WHAT WE DON’T DO àWe Don’t have guaranteed bonuses àWe Don’t have supplemental pension or executive retirement plan (SERP) benefits
~~A significant portion of pay is at risk and performance based~~		No àWe Don’t allow repricing of underwater options or stock appreciation rights without shareholder approval
~~Annual incentive compensation performance metrics are directly tied to the driver of shareholder value (APTI)~~		No àWe Don’t allow hedging or pledging of company shares
~~Appropriate caps on incentive plan payouts; two times target opportunity~~		No by our officers or directors àWe Don’t allow discounted ~~option~~options or SAR grants
~~Performance based~~ àWe Don’t allow transactions in company stock by our officers or directors without pre-clearance àWe Don’t pay dividends on unvested performance stock units and restricted stock ~~and stock option grants to create alignment with shareholders~~		~~No executive only severance plan~~
~~Executives are subject to robust stock ownership guidelines and a minimum of a two-year post-vest holding requirement on all performance shares~~		~~No automatic vesting and delivery of equity upon a change in control~~
~~Equity compensation subject to forfeiture and claw-back if executive violates company employment agreements~~		~~No executive only perquisite benefits~~
~~Our Compensation Committee is comprised entirely of independent directors~~units granted after January 1, 2021
~~Our Compensation Committee engages an independent consultant~~
~~Our Compensation Committee regularly meets in executive session without management present~~


1848						~~2020 Proxy Statement~~

~~2019 EXECUTIVE COMPENSATION~~

~~IV. Elements of~~ Executive Compensation

~~Base Salary~~

~~Annual base salary is designed to compensate our executive officers~~Executive Transitions

Robert C. Biesterfeld Jr.’s last day of employment with the company was January 1, 2023. His last day as ~~part~~President and Chief Executive Officer of the company, as well as a ~~total compensation package necessary to attract, retain,~~member of the Board, was the end of the day on December 31, 2022. He received severance for a termination without cause as described under “Executive Separation and ~~motivate high quality executives. Our 2019 base salaries generally reflect the 25th to 50th percentile of our defined market for talent. The larger salary increase~~Change in ~~2019 for Mr. Biesterfeld reflects his promotion to chief executive officer.~~Control Plan.”

~~Base salaries are reviewed annually and are adjusted to reflect a NEO's responsibilities, performance, leadership potential, succession planning, and relevant market data.~~

NEO Title 2018 Base Salary 2019 Base Salary % Change
Robert C. Biesterfeld Jr. President and Chief Executive Officer $ 700,000 $ 975,000 39 %
John P. Wiehoff Former President and Chief Executive Officer 1,167,000 1,200,000 3 %
Andrew C. Clarke Former Chief Financial Officer 550,000 550,000 0 %
Scott S. Hagen⁽¹⁾
Former Interim Chief Financial Officer N/A 230,000 N/A
Michael P. Zechmeister⁽²⁾
Chief Financial Officer N/A 700,000 N/A
Christopher J. O’Brien Chief Commercial Officer 500,000 500,000 0 %
Mac S. Pinkerton⁽³⁾
President of NAST N/A 475,000 N/A
Michael J. Short President of Global Forwarding Freight 500,000 525,000 5 %

~~(1)Mr. Hagen~~Scott P. Anderson, who previously served as ~~interim chief financial officer~~independent Chair of the Board, was appointed as Interim Chief Executive Officer, effective January 1, 2023. Mr. Anderson resigned as Chair of the Board and from ~~April 1, 2019 to August 29, 2019. He received additional~~the Audit Committee and Governance Committee of the Board in connection with his service as Interim CEO.

Mr. Anderson, in his role as Interim CEO, is receiving an annual base salary of ~~$20,000 per month while serving as interim chief financial officer, which was in excess~~$1,100,000, an annual target cash incentive of 155% of base salary (prorated for the portion of the year during which Mr. Anderson serves as Interim CEO), and restricted stock units having a grant date value equal to $2,500,000, which vest on the first anniversary of the date of grant, provided that Mr. Anderson is continuing to provide service to the company as Interim CEO or as a director.

We also announced that we have commenced a search for a permanent CEO.

The company promoted Arun D. Rajan to Chief Operating Officer on October 31, 2022. Prior to his promotion, Mr. Rajan held the position of Chief Product Officer. Effective January 1, 2023, to encourage Mr. Arun’s retention with the company, he received an additional annual base salary ~~reported above.~~

~~(2)Mr. Zechmeister was hired as chief financial officer on August 30, 2019.~~

~~(3)Mr. Pinkerton was appointed president of NAST on January 1, 2019.~~

~~Non-Equity Incentive Plan Compensation (“~~increase to $910,000 and his target annual cash incentive ~~compensation”)~~

increased to 120% of base salary. The ~~primary objectives~~value of ~~our~~his annual ~~cash~~grants of his long-term equity incentive ~~compensation are~~increased to ~~motivate our people to grow our company profits and align pay with annual company performance.~~

~~The Compensation Committee approves an individualized incentive compensation plan~~$4,000,000 for ~~each NEO in the first quarter of the calendar year. NEO annual incentive compensation amounts are set as~~fiscal 2023. In addition, Mr. Rajan was granted a percentage of their base salary, to reflect the executive’s responsibilities, performance, and contribution to overall company goals. The financial measure used to determine incentive compensation is APTI.

Each year, the Compensation Committee establishes target APTI growth for the enterprise and the divisions at levels that are consistent with the company’s long-term expected results. Given the transactional nature of a significant portion of our business and our fluctuating net revenue margins due to market conditions, historically the company has found it difficult to forecast short-term performance. As such, we believe it is important to align targets more closely with our long-term growth goals, with some consideration given to shorter-term market trends and divisional business plans. Our annual targets should not vary significantly year to year, except under unusual circumstances.

~~The threshold, target, and maximum levels of APTI growth are set each year with the following objectives:~~

•~~The relative difficulty of achieving each level is consistent from year to year;~~

•The target level is challenging but achievable and reflects planned company performance. The performance ranges within which threshold and maximum incentive payouts can be earned are generally consistent with the range of financial results within which performance is expected to occur; and

•~~A threshold payment is made to reward partial achievement of the target, and a maximum payment rewards attainment of an aggressive, but potentially achievable, level of performance.~~


~~2020 Proxy Statement~~						19

~~2019 EXECUTIVE COMPENSATION~~

For performance between threshold and target or target and maximum, the achievement percentage is determined by linear interpolation. The performance range for the annual incentive compensation for NEOs ranges from 70 percent of target at threshold and 120 percent of target at maximum. The NEO annual incentive compensation plan is capped at two times the target opportunity.

In 2019, the Compensation Committee established these APTI targets based on the expectation that our stated long-term growth objective is to grow earnings per share by at least 10 percent annually. The Compensation Committee certified the following actual performance levels and percentage of target payout for each of the NEOs.

~~Incentive compensation plans are reviewed annually.~~

2019 NEO Annual Incentive Compensation Metrics Target Actual
Enterprise APTI growth⁽¹⁾
7% -16%
North America Surface Transportation APTI growth⁽²⁾
7% -12%
Global Forwarding APTI growth⁽³⁾
10% -11%

~~(1)~~In 2019, Messrs. Biesterfeld, Clarke, O'Brien, Wiehoff, and Zechmeister were aligned to Enterprise APTI. Neither Mr. Clarke nor Mr. Wiehoff received any annual incentive compensation for 2019. Mr. Hagen received additional compensationretention award in the form of ~~base salary for serving~~restricted stock units having a grant date value of $3,500,000, which vest as ~~interim chief financial officer in 2019. He was not part~~to 50% of the ~~annual cash incentive compensation plan.~~

~~(2)In 2019, Mr. Pinkerton was aligned to NAST APTI.~~

~~(3)In 2019, Mr. Short was aligned to Global Forwarding APTI.~~

~~Equity Compensation~~

~~We use equity compensation as our primary tool for aligning our executives with long-term shareholder interests, rewarding them for~~shares on the ~~achievement~~18-month anniversary of ~~overall company performance, and retaining them at C.H. Robinson. Equity compensation represents approximately 61 percent~~January 1, 2023 (the date of our CEO's total target compensation and just under 50 percent of target compensation for other NEOs. Equity compensation for our executive officers is performance based and highly variable based on growth in company earnings and stock price appreciation. We believe equity compensation is an integral component of meeting our compensation goals as outlined in our compensation philosophy. Our shareholder-approved equity incentive plan is designed to give us flexibility to achieve these objectives. It allows us to grant performance based restricted shares and stock units and time based stock options, restricted shares, and stock units, and other types of equity compensation. Executive officers, other employees, and directors may receive equity compensation.

Equity awards made to our NEOs are generally granted in the form of performance based restricted shares and time based stock options, weighted equally by fair value. Both the performance based restricted shares and time based stock option awards vest over five calendar years. Given the large percentage of their total compensation that is equity, the performance vesting formula that is based on growth in company profitability,grant), and the ~~long-term nature~~remaining 50% of the vesting and delivery, we believe these awards are an effective tool for creating long-term ownership, aligning our executives’ interests with those of our shareholders, and linking executive officer compensation to our long-term company growth strategy. While the five-year vesting for both performance based restricted shares ~~and time based stock options is a longer period than most companies use, this was done purposefully, to reinforce the long-term retentive intent of these awards.~~

~~Performance Based Restricted Shares~~

For our performance based restricted share awards, vesting may occur each year for up to five calendar years, based on company performance over that period of time. Any performance based restricted shares that are unvested at the end of the five years are forfeited back to the company. Performance vesting is constructed in a manner as to vest 0 to 100 percent of the award based on the ~~change in diluted earnings per share from the prior year’s achievement, over the five-year vesting period~~third annual anniversary of the award. However, in no case may an award vest more than 100 percent. Additionally, an award may vest zero when there is not year-over-year diluted earnings per share growth, as was experienced by participants in 2019.

~~The annual vesting percentage for performance based restricted share awards is equal to the year-over-year percentage increase (or decrease) in diluted earnings per share, plus ten percentage points.~~


20						~~2020 Proxy Statement~~

~~2019 EXECUTIVE COMPENSATION~~

For all performance based restricted share awards made to NEOs in 2014 through 2019, we have a post-vest holding period whereby the standard delivery of all vested shares occurs on the earlier of two years after termination of employment or two years following the end of the five-year vesting period. We believe the delivery two years after vesting or termination strengthens our employment agreements and aligns with shareholders’ interests.

~~Dividend equivalents are paid to participants in cash on all performance~~ ~~based restricted shares, vested or unvested. Dividend equivalents provide an important link between the executives’ stake in~~ ~~the~~ ~~company and its long-term health. It also better aligns them with our shareholders, who receive approximately 40 percent to~~ ~~50 percent~~ ~~of company earnings in the form of dividends.~~

~~The fair value of each performance based restricted share award is established on~~ the date of grant. ~~For grants~~The Talent & Compensation committee believes this retention award was warranted to ensure continuity of ~~performance based restricted shares~~leadership during a period of significant transition and ~~stock units,~~given Mr. Rajan’s critical role in supporting the ~~fair value is established based on the market price~~digital and operational transformation of ~~our common stock on the date of the grant, discounted for post-vesting holding restrictions.~~

~~Performance based restricted share annual vesting percentage information is set forth in the following table:~~

Performance Vesting Year 2014
Award 2015
Award 2016
Award 2017
Award 2018
Award
2019
Award ⁽¹⁾
2015 25% — — — — —
2016 12% 12% — — — —
2017 9% 9% 9% — — —
2018 43% 43% 43% 43% — —
2019 0% 0% 0% 0% 0% —
Total Cumulative Vesting 89% 64% 52% 43% 0% 0%
Vesting Years Remaining 0 1 2 3 4 5

~~(1)~~Due to changes in the timing of the annual equity grant cycle, the annual performance based restricted share grants that were historically granted in December 2019 were granted in February 2020. Please see the Equity Compensation disclosure on page 20 for additional information related to the annual equity grant cycle change.

~~Stock Options~~

C.H. Robinson awarded performance based stock options to executives, including all NEOs, through 2014. These awards contain performance based vesting terms and conditions identical to the performance based restricted share grants made to our executives. As noted below, beginning in 2015, stock options granted were time based, vesting ratably over five years beginning in 2016, 2017, 2018, and 2019, respectively. For grants of time based stock options, the fair value is established using the Black-Scholes option pricing model. Incentive stock option annual vesting percentage information is set forth in the following table:

Vesting Year 2014
Award 2015
Award 2016
Award 2017
Award 2018
Award
2019
Award ⁽¹⁾
2015 25% — — — — —
2016 12% 20% — — — —
2017 9% 20% 20% — — —
2018 43% 20% 20% 20% — —
2019 0% 20% 20% 20% 20% —
Total Cumulative Vesting 89% 80% 60% 40% 20% 0%
Vesting Years Remaining 0 1 2 3 4 5

~~(1)~~Due to changes in the timing of the annual equity grant cycle, the annual time based stock option grants that were historically granted in December 2019 were granted in February 2020. Please see the Equity Compensation disclosure on page 20 for additional information related to the annual equity grant cycle change.Robinson.


~~2020 Proxy Statement~~						21

~~2019 EXECUTIVE COMPENSATION~~

~~V. Additional Compensation Policies and Practices~~

~~Equity Plan Acceleration and Post-Employment Vesting~~

~~We do not have a separate severance pay plan for NEOs.~~

~~Our equity award agreements with our NEOs include provisions that allow Board discretion to accelerate vesting, in full, if a change in control occurs~~⁽¹⁾, or if employment ends due to death or disability. Stock options granted to our NEOs will fully vest and become exercisable immediately in connection with the same events. This treatment for performance based restricted share awards and time based stock option awards has been adopted primarily because it is seen to effectively create incentives for our executive team to obtain the highest value possible should we be acquired in the future, because it is expected to provide a powerful retention device during the uncertain times preceding a change in control transaction, and because it provides employees the same opportunity as shareholders to participate in the change in control event.

~~Post-employment vesting~~2022 Elements of both performance based restricted share and time based stock option grants (for reasons other than death, disability, and change in control) is tied to non-compete agreements and provides protections to the company and our relationships with our employees, customers, and service providers. For both types of equity grants, the following post-employment vesting is available, based on age and tenure with the company following a minimum of five years of service:


~~Sum of Age and Tenure at Termination of Employment~~			~~Post-Employment~~ ~~Additional Vesting~~
~~Less than 50~~			~~2 Years~~
~~At least 50 but less than 60~~			~~3 Years~~
~~At least 60 but less than 70~~			~~4 Years~~
~~70 and greater~~			~~5 Years~~

~~Employment Agreements~~

C.H. Robinson uses employment agreements to protect against former employees soliciting our employees, customers, and service providers. All employees sign agreements acknowledging their understanding of company policies and committing to certain confidentiality obligations. Certain employees, including all NEOs, sign an employment agreement that includes more restrictive non-competition and non-solicitation covenants. Typically, these agreements do not commit to post-termination compensation. Other than Mr. Zechmeister, the company does not have severance plan commitments to any NEOs except for the continued vesting provision listed above in the Equity Plan Acceleration and Post Employment Vesting section. Mr. Clarke did not receive a severance payment upon his resignation as chief financial officer on March 31, 2019.

In connection with hiring Mr. Zechmeister, the company and Mr. Zechmeister entered into a letter agreement pursuant to which the company agreed to pay Mr. Zechmeister a $200,000 cash sign-on bonus, which amount was based on the expected payout under the annual cash incentive from his prior employer that Mr. Zechmeister forfeited. The company also agreed to reimburse Mr. Zechmeister’s relocation expenses, and a provide him a tax gross-up payment related to such reimbursement, which is to be repaid by Mr. Zechmeister if he resigns within one year from his start date. If Mr. Zechmeister’s employment is involuntarily terminated other than for documented performance or misconduct issues, or if his role and associated compensation is substantially changed without his consent, and he enters into a separation agreement with the company, he will be entitled to severance equal to his annual base salary, one-half of which will be paid within 30 days after execution of the separation agreement and one-half of which will be paid 26 weeks after his termination date.

~~(1)~~If a change in control of our company occurs, the Compensation Committee may take such actions with respect to outstanding equity awards as it deems appropriate under the circumstances, which may include (i) providing for the continuation, assumption, or replacement of outstanding awards by the surviving or successor entity; (ii) providing that outstanding awards will terminate upon or immediately prior to the consummation of such change in control; (iii) providing that outstanding awards will vest and become exercisable or payable, in whole or in part, prior to or upon consummation of such change in control, or upon termination of a NEO’s employment; or (iv) providing for the cancellation of any outstanding award in exchange for a payment equal to the intrinsic value of the award at the time of the change in control. The Compensation Committee may specify the action to be take in an award agreement or take the action prior to or coincident with the change in control and is not required to treat all awards or all NEOs similarly.


22						~~2020 Proxy Statement~~

~~2019 EXECUTIVE COMPENSATION~~

~~Officer-Only Benefits~~

C.H. Robinson places a high value on all roles throughout our company and on consistency of culture and management approach. We do not provide our executives and managers with any unique perquisites or compensation plans.

The Supplemental All Other Compensation table found on page 33 contains information about the benefits and perquisites for each of the NEOs, including the aggregate incremental cost of the perquisites.

~~Other Broad-Based Employee Benefits~~

~~Our NEOs are eligible to participate in all the same benefit programs as other C.H. Robinson employees. These include:~~

~~Employee 401(k) Retirement Plan~~

We believe that saving for retirement is important for our employees. C.H. Robinson maintains a 401(k) retirement plan that meets the requirements of an ERISA qualified plan and the Internal Revenue Code. Our U.S. employees are eligible to contribute up to 75 percent of their cash compensation to the 401(k) plan, subject to Internal Revenue Service limitations. To support our compensation objectives, in 2019, the company matched 100 percent of the first 6 percent of eligible compensation that employees contributed to the plan during the year.

~~Employee Stock Purchase Plan~~

Because we believe in aligning employee interests with our shareholders and our long-term company performance, C.H. Robinson maintains an employee stock purchase plan (ESPP) that meets the requirements of the Internal Revenue Code.

~~Employee Health and Welfare Benefits~~

To support our goal to provide competitive compensation and benefits, the company sponsors several health and welfare benefit plans for our employees: health, dental, vision, flexible medical and dependent care spending, short-term disability and long-term disability, life insurance, and holiday and other paid time off.

~~VI. Compensation Process~~

~~The Compensation Committee~~

~~The Compensation Committee is responsible for assisting the Board of Directors in:~~

~~(1)Reviewing the performance of the chief executive officer;~~

~~(2)Determining all elements of the compensation and benefits for the chief executive officer and other executive officers of the company;~~

~~(3)Reviewing and approving the company’s compensation program, including equity-based plans, for management employees generally;~~

~~(4)Overseeing the company’s process of conducting advisory shareholder votes on executive compensation; and~~

~~(5)Reviewing the executive officers’ employment agreements, separation and severance agreements, change in control agreements, and other compensatory contracts, arrangements, and benefits.~~

~~The Compensation Committee Report on executive compensation is found on page 40 of this Proxy Statement.~~

~~Cash~~ Compensation

At every February Compensation Committee meeting, our chief executive officer presents to the Compensation Committee his recommendations on base salary compensation for the company’s executive leaders, including each of the NEOs. The chief executive officer does not make a recommendation on his own compensation. The Compensation Committee determines the chief executive officer’s compensation, as well as approves the compensation for the other NEOs.

Additionally, at this same meeting, after the financial results of the previous year have been finalized, our chief executive officer presents to the Compensation Committee his recommendation on annual cash incentive compensation plans for


~~2020 Proxy Statement~~						23

~~2019 EXECUTIVE COMPENSATION~~

the company’s executive leaders, including each of the NEOs. During this meeting, the Compensation Committee certifies the APTI results and corresponding incentive compensation for the executive officers for the prior year and approves recommended annual cash incentive targets for the current year.

The Compensation Committee considers many factors when setting compensation plans and awards, including company performance, NEOs’ responsibilities, officer performance, position tenure, experience, and survey information from independent experts. For the past six years, the Compensation Committee engaged Aon Hewitt to present executive compensation market data and practices information to the Compensation Committee in preparation for determining and approving executive compensation. Typically, the Compensation Committee reviews general industry benchmark data every one to two years as provided by Aon Hewitt. The Compensation Committee does periodically plan to seek independent consultative input and consideration of the company’s executive compensation as it continues to assess the company’s executive officer compensation practices.

~~Equity Compensation~~

In past years, our NEOs were awarded performance based restricted shares and time based stock options in December. We have transitioned our annual equity grant cycle to align with our cash compensation cycle, which occurs in the first quarter of the calendar year. Therefore, in 2019 our NEOs did not receive an annual equity grant as equity compensation decisions and grants were moved to February 2020. This change only affected the timing of when the equity grants were made and not the period of performance related to such grants. As described in the Summary Compensation Table and its footnotes on page 32, Messrs. Biesterfeld, Hagen, Zechmeister, O’Brien, Pinkerton, and Short received equity grants in February 2020 as part of the regular grant cycle. Mr. Biesterfeld and Mr. Pinkerton received promotional equity grants, not annual equity grants, in 2019 due to their promotions to chief executive officer and president of NAST, respectively. Mr. Zechmeister received an equity grant upon his hire to chief financial officer in 2019.


24						~~2020 Proxy Statement~~

~~2019 EXECUTIVE COMPENSATION~~

~~VII. Named Executive Officer Compensation~~

~~Realized Annual Compensation~~

C.H. Robinson views total realized annual compensation as total cash (base salary and annual cash incentive compensation) plus equity vested during that calendar year. As described in the Equity Compensation section beginning on page 20, the equity compensation of our executive officers is performance based and has significant variability based on company earnings growth. Because performance equity may not vest, we think it is most appropriate to measure total compensation in this way. In the Total 2019 Realized Annual Compensation table for each NEO below, the values in the “Equity Earned” column reflect the actual percentage vested during the calendar year multiplied by the grant date fair value for the performance based restricted shares and the time based stock options vesting during each year.

Performance Evaluation and Compensation

The NEOs are all paid the same compensation elements. The determination of the NEOs’ ~~2019~~2022 base salary, annual cash incentive compensation, and equity compensation (both ~~performance based restricted shares~~PSUs and ~~time based stock options)~~RSUs) followed the practices explained above for executive compensation. Each member of this group is evaluated, and ~~his~~the NEOs’ compensation is based on several different factors, including, but not limited to, the following:

~~(1)~~1.Title, role, scope of responsibility, and relative experience;

~~(2)~~2.Tenure in their position;

~~(3)~~3.Subjective evaluation of individual performance;

~~(4)~~4.Financial performance of the company as a whole;

~~(5)~~5.Financial performance of the portion of the business the NEO leads, where applicable; and

~~(6)~~6.Comparison to market ~~survey~~practices information.

The Talent & Compensation Committee annually conducts an evaluation of the ~~chief executive officer’s~~Chief Executive Officer’s performance. Based on this evaluation, the Talent & Compensation Committee determines base salary, annual cash incentive compensation, and equity compensation of the ~~chief executive officer.~~Chief Executive Officer.


2023 Proxy Statement			49

Executive Compensation

Mix of Executive Compensation

Our CEO’s target total compensation includes a mix of pay that is heavily weighted to long-term, equity-based incentives (74%). On average, our NEOs other than our CEO have an average of 61% of total compensation targeted to be paid in long-term, equity-based incentives. These figures are based on annual equity compensation awards only. This is consistent with our philosophy of strong linkage between pay and performance.


CEO 2022 Target Compensation(1)			Average Other NEO 2022 Target Compensation

(1)CEO 2022 target compensation refers to former CEO Robert C. Biesterfeld Jr.~~, President~~

(2)Equity compensation includes 50% PSUs and ~~Chief~~ 50% RSUs.


50

Executive ~~Officer~~Compensation

~~Mr. Biesterfeld began 2019~~Components of Total Compensation

Our compensation components are as the company's chief operating officer, earning a base salary of $625,000. On March 1, 2019, as part of our annual compensation review cycle, he received an annual increase to $700,000. On May 9, 2019, Mr. Biesterfeld was promoted to presidentfollows:


Element	Performance Period	Objective	Performance Measured/Rewarded

Base Salary	Annual	Attracts, retains, and rewards top talent and reflects each NEO’s responsibilities, performance, leadership potential, succession planning, and relevant market data.	Provides NEOs with fixed compensation that serves as a vehicle to attract and retain. Rewards executives for key performance and contributions. Generally, we target the 50th percentile of our defined market for talent.
Annual Cash Incentive	Annual	Motivates and rewards our executives for the achievement of financial performance and certain strategic goals for the company.	In 2022, the annual cash incentive was based on the following: •CEO - Target opportunity was 155% of base salary and was based on enterprise adjusted pre-tax income (“APTI”). APTI is a non-GAAP financial measure calculated as income before provision for income taxes adjusted for executive short-term incentives and other unusual items including acquisitions. •Operating Executive Officers - Target opportunity varied from 55% to 85% of base salary and was based on the APTI of the business division and/or region of responsibility for the executive, enterprise APTI, and management business objectives (“MBOs”), one specific to DEI. •Shared Services Officers - Target opportunity varied from 75% to 100% of base salary and was based on enterprise APTI and MBOs, one specific to DEI. •For all executive officers the maximum annual incentive that may be paid is two times the planned annual incentive at target. •Threshold and maximum performance goals for NEOs were set at 70% and 120% of the relevant APTI targets, respectively.
Performance Stock Units (PSUs)	Long-Term	Aligns the interests of management and shareholders.	•Accounts for 50% of NEOs’ equity grant value. •75% of PSUs are aligned to Diluted Earnings Per Share (“EPS”), which aligns to business strategy for long-term performance, across varying market cycles and longer-term secular changes. EPS awards vest based on a cumulative 3-year measure. •25% of PSUs are aligned to budgeted adjusted gross profit, which aligns to our commitment to our customers and rewards management for profitable growth for each of three successive 1-year periods. •Both measures under the PSU plan have a vesting period of 3 years and a 1-year delayed distribution of shares. •To reward for driving high levels of performance, participants may earn up to two times the number of shares granted.
Restricted Stock Units (RSUs)	Long-Term	Aligns the interests of management and shareholders. Supports our desire to retain our critical talent to drive our long-term business transformation.	•Accounts for 50% of NEOs’ equity grant value. •RSUs have a vesting period of 3 years and a 1-year delayed distribution of shares.


2023 Proxy Statement			51

Executive Compensation

Performance Metrics and chief executive officer of the company, earning a base salary of $975,000. He earned annual cash incentive compensation for 2019 of $428,895 paid on February 28, 2020. Mr. Biesterfeld's annual cash incentive compensation plan awarded compensation for the company's achievement of APTI in certain ranges. In May 2019 and in conjunction with Mr. Biesterfeld’s promotion to president and chief executive officer, Mr. Biesterfeld received 27,230 performance based restricted shares and 106,370 time based stock options. Both of these equity awards began vesting in 2019.

~~Robert C. Biesterfeld Jr. 2019 Annual Cash Incentive Compensation Plan~~

Annual Base Salary⁽¹⁾
Target
Incentive as %
of Base Salary⁽¹⁾
Maximum
Incentive as
% of Base
Salary⁽¹⁾
Target Enterprise
APTI
Growth %
Actual Enterprise
APTI
Growth %
$700,000 100 % 200 % 7 % -16 %
$975,000 120 % 240 % 7 % -16 %

Goal Rigor



Annual Cash Incentive Compensation			ADJUSTED PRE-TAX INCOME (APTI) NEO annual incentive compensation amounts are set as a percentage of their base salary, to reflect the executive’s responsibilities, performance, and contribution to overall company goals. The measure used to determine the financial component of annual incentive compensation is APTI. APTI is a non-GAAP financial measure calculated as income before provision for income taxes adjusted for executive short-term incentives and other unusual items including acquisitions. See below for a reconciliation of APTI to income before provision for income taxes. We believe growth in APTI is the appropriate measure for our annual cash incentive compensation because it rewards profitable growth, which is aligned with the interests of our shareholders. Each year, the Talent & Compensation Committee establishes target APTI growth for the enterprise and the divisions at levels that are consistent with the company’s long-term expected results. Given the transactional nature of a significant portion of our business and our fluctuating adjusted gross profit margins due to market conditions, historically the company has found it difficult to forecast short-term performance. As such, we believe it is important to align targets more closely with our long-term growth goals, with some consideration given to shorter-term market trends and divisional business plans. MANAGEMENT BUSINESS OBJECTIVES (MBOS) The Talent & Compensation Committee included MBOs as part of our 2022 annual cash incentive compensation plan for each NEO, other than Mr. Biesterfeld, to incentivize the achievement of more individualized financial and operational objectives that are critical to our long-term strategy as well as our commitment to DEI. The MBOs were designed to recognize the initiatives that help the company navigate the large cyclical swings that affect the freight transportation environment, as well as our initiatives to continue driving operating margin expansion over the long-term, achieve overall market-share growth, and the successful implementation of our digital transformation efforts. The DEI MBO directly supports the company’s DEI goals and serves to hold leaders accountable for advancing the company’s DEI strategy.


Equity Compensation			DILUTED EARNINGS PER SHARE (EPS) AND ADJUSTED GROSS PROFIT (AGP) Equity compensation is a critical part of how we incentivize and reward our leadership for enterprise performance. As our strategy in the organization evolves to meet the changing needs of our marketplace, we adopted a new equity plan, which included changes to our equity plan to align with that strategy. In designing the changes to our equity plan and awards, we had several key objectives: to support our business transformation and our strong, performance-oriented culture, to ensure we are market competitive in order to attract and retain top talent, to have high perceived value amongst participants, and, of course, to be aligned with our shareholders’ interests. Our equity compensation philosophy is to pay for performance and reward profitable long-term growth. The metrics we use in our plan reward management for scaling the business and creating profitable market share growth. More specifically, EPS aligns to our business strategy for long-term performance, across varying market cycles and longer-term secular changes, and AGP aligns to our commitment to our customers and rewards management for profitable growth.

~~(1)~~Mr. Biesterfeld's 2019 annual cash incentive target was prorated for his time served as chief operating officer from January 1, 2019 to May 8 2019, and for his time served as chief executive officer from May 9, 2019 to December 31, 2019.


~~2020 Proxy Statement~~52						25

~~2019 EXECUTIVE COMPENSATION~~

Executive Compensation

~~Total 2019 Realized~~ 2022 Named Executive Officer Compensation

Base Salary

Annual ~~Compensation:~~ base salary is designed to compensate our executive officers as part of a total compensation package necessary to attract, retain, and motivate high quality executives. Our 2022 base salaries, which took effect March 6, 2022, generally reflect the 50th percentile of our defined market for talent.

The ~~table below illustrates~~ Talent & Compensation Committee reviews base salaries annually and adjusts base salaries to reflect an NEO’s responsibilities, performance, leadership potential, succession planning, and relevant market data.


NEO	Title	2021 Base Salary		2022 Base Salary		% Change
Robert C. Biesterfeld Jr.	Former President and Chief Executive Officer		$1,075,000		$1,100,000	2	%
Michael P. Zechmeister	Chief Financial Officer		725,000		740,000	2	%
Arun D. Rajan(1)	Chief Operating Officer		800,000		840,000	5	%
Mac S. Pinkerton	President of NAST		610,000		625,000	2	%
Michael J. Short(2)	President of Global Forwarding		550,000		625,000	14	%

(1)Mr. ~~Biesterfeld’s total realized~~Rajan held the position of Chief Product Officer and was appointed Chief Operating Officer on October 31, 2022; he did not receive a base salary adjustment at that time.

(2)Mr. Short’s base salary was increased to position him more competitively to market.

Annual Cash Incentive Compensation

Introduction

The Talent & Compensation Committee approves an individualized incentive compensation plan for each NEO in ~~2019~~the first quarter of ~~$2,127,586, a decrease~~the calendar year. The primary objectives of ~~20 percent from 2018. Our business results in 2019 led to a decline in APTI, resulting in low~~our annual cash incentive compensation ~~as well as no~~are to motivate our people to grow our company profits, align pay with annual company performance, ~~vesting~~and motivate and incent the company’s executive leaders for ~~our performance based restricted shares.~~

Base Salary Paid Cash Incentive Compensation Total Cash
% of
Target
Incentive
Achieved⁽¹⁾
Equity Earned⁽²⁾
Total Realized
Compensation
2019 $ 870,833 $ 428,895 $ 1,299,728 42 % $ 827,858 $ 2,127,586
2018 600,000 849,620 1,449,620 136 % 1,217,312 2,666,932
2017 475,000 245,848 720,848 65 % 281,602 1,002,450

~~(1)See the disclosures made under the heading Non-Equity Incentive Plan Compensation, beginning~~achievement of important goals aligned to their function or division MBOs (as described on page ~~19, pertaining to the impact of company APTI in the calculation of the NEO's percentage of target incentive payout achieved.~~55).

~~(2)See the disclosures made under the headings Performance Based Restricted Shares, page 20, and Stock Options, page 21, pertaining to the actual vesting percentages earned.~~2022 Target Opportunities

~~John P. Wiehoff, Executive Chairman, Former President, and Former Chief Executive Officer~~

Mr. Wiehoff started 2019 at a base salary of $1,167,000 and on March 1, 2019, as part of our annual compensation review cycle, moved to a base salary of $1,200,000. As part of his transition to the role of executive chairman, Mr. Wiehoff's compensation included only a base salary of $500,000.

~~Total 2019 Realized Annual Compensation:~~ The table below illustrates Mr. Wiehoff’s total realized compensation in 2019 of $2,466,048, a decrease of 76 percent from 2018. As of May 9, 2019, when Mr. Wiehoff transitioned to his role of executive chairman, his base salary was adjusted to $500,000. In addition to Mr. Wiehoff's transition to executive chairman, our business results in 2019 led to a decline in APTI resulting in no performance vesting for our performance based restricted shares.

Base Salary Paid Cash Incentive Compensation Total Cash
% of
Target
Incentive
Achieved⁽¹⁾
Equity Earned⁽²⁾
Total Realized
Compensation
2019 $ 757,000 $ — $ 757,000 N/A $ 1,709,048 $ 2,466,048
2018 1,167,000 2,427,366 3,594,366 166 % 6,491,123 10,085,489
2017 1,167,000 871,475 2,038,475 60 % 1,752,027 3,790,502

~~(1)See~~describes the ~~disclosures made under the heading Non-Equity Incentive Plan Compensation, beginning on page 19, pertaining to the impact of company APTI in the calculation~~structure of the ~~NEO's percentage of target~~2022 annual cash incentive ~~payout achieved.~~compensation plan.


NEO	Target Incentive as % of Base Salary		$ Target Incentive		% Tied to Enterprise APTI		% Tied to NAST APTI		% Tied to Global Forwarding APTI		% Tied to MBO
Robert C. Biesterfeld Jr.	155	%		$1,705,000	100	%	0	%	0	%	0	%
Michael P. Zechmeister	85	%		629,000	80	%	0	%	0	%	20	%
Arun D. Rajan	100	%		840,000	80	%	0	%	0	%	20	%
Mac S. Pinkerton	85	%		531,250	30	%	50	%	0	%	20	%
Michael J. Short	85	%		531,250	30	%	0	%	50	%	20	%


2023 Proxy Statement			53

Executive Compensation

2022 Performance Levels and Achievement

Financial Metrics

The threshold, target, and maximum levels of APTI are set each year with the following objectives:

•The relative difficulty of achieving each level is consistent from year to year;

•The target level is challenging, but achievable, and reflects planned company performance; and

•A threshold payment is made to reward partial achievement of the target, and a maximum payment rewards attainment of an aggressive, but potentially achievable, level of performance.

For performance between threshold and target or target and maximum, the achievement percentage is determined by linear interpolation. For financial metrics, the payout levels range from 0% to 200% of target. For the MBO metrics, the payout levels range from 90% to 110% of target. The NEO annual incentive compensation payout at maximum is capped at two times the target opportunity.

In 2022, the Talent & Compensation Committee established these APTI targets aligned with our long-term growth objectives and taking into consideration the volatility and uncertainty around supply chain and marketplace conditions at the time the metrics were set, which included uncertainty around the ongoing impact of the COVID-19 pandemic. For 2022, the target level of APTI represented 3% growth over 2021 APTI for the Enterprise, 18% growth over 2021 APTI for NAST, and a negative growth rate of 20% growth over 2021 APTI for Global Forwarding. The Talent & Compensation Committee certified the following actual performance levels of APTI for 2022, which represented 18% growth over 2021 APTI for the Enterprise, 45% growth for NAST, and a negative 8% growth for Global Forwarding:

2022 NEO Annual Incentive Compensation Financial Metrics ($ in 000’s)

Threshold

Target

Maximum

Enterprise APTI

~~2020 Proxy Statement~~

~~2019 EXECUTIVE COMPENSATION~~

~~Andrew C. Clarke, Former Chief Financial Officer~~

Mr. Clarke resigned as chief financial officer on March 31, 2019. The base salary for Mr. Clarke was $550,000 in 2019. In 2019, Mr. Clarke did not earn annual incentive compensation due to his departure from the company.

Total 2019 Realized Annual Compensation: The table below illustrates Mr. Clarke’s total realized compensation in 2019 of $462,882, a decrease of 80 percent from 2018. Our business results in 2019 led to a decline in APTI, resulting in no performance vesting for our performance based restricted shares. Mr. Clarke did not receive an annual cash incentive payment due to his departure from the company.

Base Salary Paid Cash Incentive Compensation Total Cash
% of
Target
Incentive
Achieved⁽¹⁾
Equity Earned⁽²⁾
Total Realized
Compensation
2019 $ 137,500 $ — $ 137,500 N/A $ 325,382 $ 462,882
2018 550,000 640,642 1,190,642 166 % 1,123,790 2,314,432
2017 550,000 230,004 780,004 60 % 292,080 1,072,084

~~(1)~~See the disclosures made under the heading Non-Equity Incentive Plan Compensation, beginning on page 19, pertaining to the impact of company APTI in the calculation of the NEO's percentage of target incentive payout achieved.

~~(2)See the disclosures made under the headings Performance Based Restricted Shares, page 20, and Stock Options, page 21, pertaining to the actual vesting percentages earned.~~

~~Scott S. Hagen, Controller, Former Interim Chief Financial Officer~~

Mr. Hagen began 2019 as the company's corporate controller, earning a salary of $230,000. On April 1, 2019, Mr. Hagen was appointed as the interim chief financial officer of the company. He served as interim chief financial officer until August 29, 2019. During the period that he served as interim chief financial officer, his base salary was increased by $20,000 per month. He earned annual bonus compensation of $89,143, for 2019 paid on February 28, 2020. Mr. Hagen's annual cash incentive compensation plan awarded compensation of $44,293 for the company's achievement of APTI in certain ranges as well as a discretionary bonus of $44,850.

~~Total 2019 Realized Annual Compensation: The table below illustrates Mr. Hagen’s total realized compensation in 2019 of $473,446.~~

Base Salary Paid Cash Incentive Compensation Total Cash
% of
Target
Incentive
Achieved⁽¹⁾
Equity Earned⁽²⁾
Total Realized
Compensation
2019 $ 330,000 $ 89,143 $ 419,143 N/A $ 54,303 $ 473,446

North American Surface Transportation APTI

Global Forwarding APTI


Reconciliation of APTI to income before provision for income taxes ($ in 000’s)	Enterprise	NAST	Global Forwarding
APTI	$1,211,294	$784,340		$463,071
Less: Executive bonuses	(7,846)	(912)		(840)
Less: Impact of unusual or extraordinary items(1)	(36,684)	(9,499)		(7,005)
Income before provision for income taxes	$1,166,765	$773,929		$455,227

(1)~~See the disclosures made under the heading Non-Equity Incentive Plan Compensation, beginning on page 19, pertaining~~In 2022, APTI was adjusted to exclude the impact of ~~company APTI in the calculation~~organizational changes to support our enterprise strategy of ~~the NEO's percentage~~accelerating our digital transformation and productivity initiatives. These restructuring costs included $21.5 million of ~~target incentive payout achieved.~~

~~(2)See the disclosures made under the headings Performance Based Restricted Shares, page 20,~~severance and ~~Stock Options, page 21, pertaining~~related personnel expenses and $15.2 million related to the ~~actual vesting percentages earned.~~

impairment of certain capitalized internally developed software projects.


~~2020 Proxy Statement~~54						27

~~2019 EXECUTIVE COMPENSATION~~

Executive Compensation

~~Michael P. Zechmeister, Chief Financial Officer~~

~~Mr. Zechmeister was hired as chief financial officer on August 30, 2019. The base salary~~For 2022, for Mr. ~~Zechmeister was $700,000 in 2019. Mr. Zechmeister's~~Biesterfeld, APTI (as defined on page 51) growth represented 100% of the total annual incentive opportunity. APTI growth represented 80% of the total annual incentive opportunity with 20% tied to MBOs for the other NEOs.

MBOs

The Talent & Compensation Committee included MBOs as part of our fiscal 2022 annual cash incentive compensation plan ~~awarded compensation~~ for each NEO, other than Mr. Biesterfeld, to incentivize the ~~company's~~ achievement of APTI in certain ranges. Based on his time in position, he earned pro-rated annual cash incentive compensation of $283,945 for 2019 paid on February 28, 2020. Mr. Zechmeister was awarded 10,360 performance based restricted sharesmore individualized financial and ~~41,960 time based stock options upon his hire in 2019. Each of these equity grants began vesting in 2019. In addition, Mr. Zechmeister received 12,190 restricted stock units upon his hire~~operational objectives that ~~vest ratably over three calendar years beginning in 2020.~~

~~Michael P. Zechmeister 2019 Annual Cash Incentive Compensation Plan~~

Annual Base Salary
Target
Incentive as %
of Base Salary
Maximum
Incentive as
% of Base
Salary
Target Enterprise
APTI
Growth %
Actual Enterprise
APTI
Growth %
$700,000 85 % 170 % 7 % -16 %

Total 2019 Realized Annual Compensation: The table below illustrates Mr. Zechmeister’s total realized compensation in 2019 of $665,196. Mr. Zechmeister's annual cash incentive was pro-rated based on his timeare critical to our long-term strategy as ~~chief financial officer.~~

Base Salary Paid
Cash Incentive Compensation⁽¹⁾
Total Cash
% of
Target
Incentive
Achieved⁽²⁾
Equity Earned⁽³⁾
Total Realized
Compensation
2019 $ 235,985 $ 283,945 $ 519,930 42 % $ 145,266 $ 665,196

well as our commitment to DEI.


Michael P. Zechmeister,Chief Financial Officer
•MBO Achievement %: 100% •DEI: Year over year Finance team progress toward the company’s 2025 DEI goals, which include leadership representation, engagement, hiring, and retention. Demonstrated leadership contributions and action steps to support and advance the company’s strategy to become more a diverse and inclusive organization. •Lead the delivery of a company strategic initiative to strengthen enterprise investment prioritization and resource alignment.


Arun D. Rajan,Chief Operating Officer
•MBO Achievement %: 105% •DEI: Demonstrated leadership contributions and action steps to support and advance the company’s strategy to become more a diverse and inclusive organization. •Accelerate the pace of development and deployment of technology and product capabilities; design scalable solutions that position C.H. Robinson competitively with customers and carriers; and leverage data science and machine learning to drive scale in transactional components of the business while also enabling margin growth and differentiated, strategic services.


Mac S. Pinkerton,President of North American Surface Transportation (“NAST”)
•MBO Achievement %: 95% •DEI: Year over year NAST team progress toward the company’s 2025 DEI goals, which include leadership representation, engagement, hiring, and retention. Demonstrated leadership contributions and action steps to support and advance the company’s strategy to become more a diverse and inclusive organization. •Achieve NAST operating margin target of 40%.


Michael J. Short,President of Global Forwarding
•MBO Achievement %: 105% •DEI: Year over year Global Forwarding team progress toward the company’s 2025 DEI goals, which include leadership representation, engagement, hiring, and retention. Demonstrated leadership contributions and action steps to support and advance the company’s strategy to become more a diverse and inclusive organization. •Improve our customer experience index, delivery of technology enhancements to enable longer term goal of increased files per person, and improvement in billing timeliness.

~~(1)Includes $200,000 sign-on bonus.~~

~~(2)~~See the disclosures made under the heading Non-Equity Incentive Plan Compensation, beginning on page 19, pertaining to the impact of company APTI in the calculation of the NEO's percentage of target incentive payout achieved.

~~(3)See the disclosures made under the headings Performance Based Restricted Shares, page 20, and Stock Options, page 21, pertaining to the actual vesting percentages earned.~~


28						~~2020~~2023 Proxy Statement			55

~~2019 EXECUTIVE COMPENSATION~~

Executive Compensation

~~Christopher J. O’Brien, Chief Commercial Officer~~

~~Mr. O’Brien’s base salary was $500,000 in 2019. He earned annual cash incentive compensation of $126,975 for 2019, which was paid~~Performance against the MBOs were evaluated after year end, with the Interim CEO, Scott Anderson, making recommendations to the Talent & Compensation Committee on ~~February 28, 2020. Mr. O’Brien’s annual cash incentive compensation plan awarded compensation for~~ the ~~company’s~~ achievement of ~~APTI~~each NEO’s MBOs. The Talent & Compensation Committee then determined the level of achievement of the MBOs to determine the level of payout for this component of the plan. The actual target incentive opportunity and payouts, including each NEO’s MBOs, are described in ~~certain ranges.~~more detail in the tables beginning on page 66.

~~Christopher J. O’Brien 2019~~2022 NEO Annual Cash Incentive Compensation

The table below sets forth the weighted impact of actual performance against the financial metrics and MBOs in the calculation of each NEO’s percentage of target incentive achieved and the resulting payout.

Performance for NEOs 2022 Annual Cash Incentive Compensation ~~Plan~~Plan:

Annual Base Salary
Target
Incentive as %
of Base Salary
Maximum
Incentive as
% of Base
Salary
Target Enterprise
APTI
Growth %
Actual Enterprise
APTI
Growth %
$500,000 60 % 120 % 7 % -16 %

Total 2019 Realized Annual Compensation: The table below illustrates Mr. O’Brien’s total realized compensation in 2019 of $943,414, a decrease of 59 percent from 2018. Our business results in 2019 led to a decline in APTI, resulting in low annual cash incentive compensation as well as no performance vesting for our performance based restricted shares.

Base Salary Paid Cash Incentive Compensation Total Cash
% of
Target
Incentive
Achieved⁽¹⁾
Equity Earned⁽²⁾
Total Realized
Compensation
2019 $ 500,000 $ 126,975 $ 626,975 42 % $ 316,439 $ 943,414
2018 500,000 499,201 999,201 166 % 1,283,716 2,282,917
2017 500,000 179,224 679,224 60 % 351,189 1,030,413

~~(2)See the disclosures made under the headings Performance Based Restricted Shares, page 20, and Stock Options, page 21, pertaining to the actual vesting percentages earned.~~


NEO	Achievement Tied to Financial Metrics (weighted) %		Achievement Tied to MBOs (weighted) %	Total Incentive Achievement % of Target		$ Total Payout Amount
Robert C. Biesterfeld Jr.	172	%	N/A	172	%		$2,938,801
Michael P. Zechmeister	172	%	100%	158	%		993,134
Arun D. Rajan	172	%	105%	159	%		1,334,684
Mac S. Pinkerton	190	%	95%	172	%		906,892
Michael J. Short	173	%	105%	159	%		847,235


~~2020 Proxy Statement~~56						29

~~2019 EXECUTIVE COMPENSATION~~

Executive Compensation

~~Mac S. Pinkerton, President~~Equity Compensation

Introduction

We use equity compensation as our primary tool for aligning our executives with long-term shareholder interests, rewarding them for the achievement of ~~North America Surface Transportation~~

~~Mr. Pinkerton’s base salary in 2019 was $475,000. He earned $212,943 annual cash incentive~~overall company performance, and retaining them at C.H. Robinson. Equity compensation represents approximately 74% of our CEO’s total target compensation and approximately 61% of target compensation for ~~2019. Mr. Pinkerton's annual cash~~other NEOs. Our equity compensation philosophy is to pay for performance and reward profitable long-term growth. We believe equity compensation is an integral component of meeting our compensation goals as outlined in our compensation philosophy. Our shareholder-approved equity incentive ~~compensation~~ plan ~~awarded compensation for NAST’s achievement of APTI in certain ranges. In 2019, Mr. Pinkerton received 750 performance based restricted shares~~is designed to give us flexibility to achieve these objectives.

Equity Mix and ~~2,710 time based stock options as part of his promotion to president, NAST. Both of these equity awards began vesting in 2019.~~

~~Mac S. Pinkerton 2019 Annual Cash Incentive Compensation Plan~~

Annual Base Salary
Target
Incentive as %
of Base Salary
Maximum
Incentive as
% of Base
Salary
Target NAST
APTI Growth %
Actual NAST
APTI Growth %
$475,000 80 % 160 % 7 % -12 %

~~Total 2019 Realized Annual Compensation: The table below illustrates Mr. Pinkerton’s total realized compensation in 2019 of $865,234.~~

Base Salary Paid Cash Incentive Compensation Total Cash
% of
Target
Incentive
Achieved⁽¹⁾
Equity Earned⁽²⁾
Total Realized
Compensation
2019 $ 475,000 $ 212,943 $ 687,943 56 % $ 177,291 $ 865,234

Vesting Terms


% of Target Compensation

CEO(1)			Other NEOs

(1)CEO % of target compensation refers to former CEO Robert C. Biesterfeld Jr.

~~(1)See~~


50%						50%

RESTRICTED STOCK UNITS (RSUs) àTime-based à3-year ratable						PERFORMANCE STOCK UNITS (PSUs) àPerformance-based à75% of PSUs tied to 3-year cumulative EPS growth à25% of PSUs tied to annual adjusted gross profit growth

In 2022, equity awards made to our NEOs consisted of performance stock units (“PSUs”) and restricted stock units (“RSUs”) that vest over a three-year period, weighted equally by target value. PSUs vest based on the ~~disclosures made under~~cumulative three-year diluted earnings per share growth and annual adjusted gross profit growth of the ~~heading Non-Equity Incentive Plan Compensation, beginning on page 19, pertaining to~~company. PSU grants are weighted as 75% aligned with the ~~impact of company APTI~~cumulative three-year diluted earnings per share growth metric while 25% are aligned with annual adjusted gross profit growth targets, as outlined in the ~~calculation~~chart above.

Given the large percentage of their total compensation that is awarded in the form of equity and the long-term nature of the ~~NEO's percentage~~vesting and delivery, we believe these awards are an effective tool for creating long-term ownership, aligning our executives’ interests with those of ~~target incentive payout achieved.~~

~~(2)See the disclosures made under the headings Performance Based Restricted Shares, page 20,~~our shareholders, and ~~Stock Options, page 21, pertaining~~linking executive officer compensation to ~~the actual vesting percentages earned.~~

our long-term company growth strategy. We continue to monitor market trends and plan enhancements related to our equity award design and continue to modernize our compensation plans accordingly.


2023 Proxy Statement			57

Executive Compensation

2022 PSUs

Overview

Our PSUs granted in 2022 vest based on company performance over a three-year period of time. Any PSUs that are unvested at the end of the three years are forfeited back to the company. 75% of the PSUs included an average three-year earnings per share growth target, with performance vesting from 0 to 200 percent of the target award based on achievement of the target. 25% of the PSUs included an annual adjusted gross profit achievement target, which may be achieved over three separate performance periods under the award. Dividend equivalents accrued on the PSUs but are not paid until, and to the extent, vested.

The fair value of each PSU award is established on the date of grant. For grants of PSUs, the fair value is established based on the market price of our common stock for the target number of shares on the date of the grant and is then discounted because employees have a one year deferred delivery following the completion of vesting.


30
For all performance stock unit awards made to NEOs in 2022, we have a post-vest holding period whereby the standard delivery of all vested shares occurs on the earlier of one year after the three-year vesting period, or two years after termination of employment subject to the NEO’s compliance with a non-compete agreement and certain other arrangements in favor of C.H. Robinson. We believe a delayed delivery after vesting or termination strengthens our employment agreements, which contain certain covenants and restrictions as described below, and aligns with our shareholders’ interests.
~~2020 Proxy Statement~~

~~2019 EXECUTIVE COMPENSATION~~EPS Growth

The cumulative three-year diluted earnings per share growth target included a threshold, target, and maximum level for achievement over the period from 2021 through 2023 for the 2021 grants and from 2022 through 2024 for the 2022 grants.

Adjusted Gross Profit Growth PSUs

~~Michael J. Short, President~~The annual adjusted gross profit target provided for three one-year long performance periods, with one-third of ~~Global Freight Forwarding~~

~~Mr. Short started 2019 at a base salary~~the PSUs eligible to vest in each of ~~$500,000 and~~the three years based on March 1, 2019, as part of our annual compensation review cycle, moved to a base salary of $525,000. He earned $192,398 annual cash incentive compensation for 2019. Mr. Short's annual cash incentive compensation plan awarded compensation for Global Forwarding's achievement of ~~APTI~~adjusted gross profit for that year. For 2022, the threshold, target, and maximum were set at 0%, 5.1% and 7.1%, respectively. Based upon our adjusted gross profit growth of 14.0% in ~~certain ranges.~~2022, one-third of the PSUs tied to this measure vested at 200% of target. The calculation of adjusted gross profit is consistent with the same measure reported in our quarterly and annual SEC filings.

~~Michael J. Short 2019 Annual Cash Incentive Compensation Plan~~2022 AGP PERFORMANCE LEVELS AND ACHIEVEMENT(1)

Annual Base Salary
Target
Incentive as %
of Base Salary
Maximum
Incentive as
% of Base
Salary
Target Global
Forwarding
APTI Growth %
Actual Global
Forwarding
APTI Growth %
$525,000 70 % 140 % 10 % -11 %


	Threshold	Target	Maximum
Adjusted Gross Profit

~~Total 2019 Realized Annual Compensation: The table below illustrates Mr. Short’s total realized compensation~~(1)2022 performance achievement applies to 1/3 of adjusted gross profit growth PSUs granted in ~~2019~~2021 and 2022.

Time-Based Restricted Stock Units

Restricted stock units granted in 2021 and 2022 represented 50% of ~~$1,112,575, a 39 percent decrease from 2018. Our business results in 2019 led to a decline in APTI, resulting in low~~the NEOs’ annual ~~cash incentive compensation as well as no performance vesting for our performance based restricted shares.~~equity grant value.

Base Salary Paid Cash Incentive Compensation Total Cash
% of
Target
Incentive
Achieved⁽¹⁾
Equity Earned⁽²⁾
Total Realized
Compensation
2019 $ 520,833 $ 192,398 $ 713,231 52 % $ 399,344 $ 1,112,575
2018 500,000 316,464 816,464 90 % 1,003,326 1,819,790
2017 500,000 393,549 893,549 112 % 349,610 1,243,159



For all time-based restricted stock units made to our NEOs in 2022, we have a post-vest holding period whereby the standard delivery of all vested shares occur on the earlier of one year after the three-year vesting period, or two years after termination of employment, subject to the NEO’s compliance with a non-compete agreement and certain other agreements in favor of C.H. Robinson.


58

Executive Compensation

The grant date fair value of a restricted stock unit award is established on the date of grant. For grants of restricted stock unit awards, the fair value is established based on the market price of our common stock on the date of the grant for the number of shares granted and is discounted for post-vesting holding restrictions that restrict the awardees’ ability to sell or transfer vested awards for a specified period of time.

Performance-Based Equity Granted Prior to 2022

2021 PSUs

An overview of the 2021 PSU award design and 2022 performance outcomes can be found in the 2022 PSUs section.



For all performance stock unit awards made to NEOs in 2021, we have a post-vest holding period whereby the standard delivery of all vested shares occurs on the earlier of one year after the three-year vesting period, or two years after termination of employment subject to the NEO’s compliance with a non-compete agreement and certain other arrangements in favor of C.H. Robinson. We believe a delayed delivery after vesting or termination strengthens our employment agreements, which contain certain covenants and restrictions as described below, and aligns with our shareholders’ interests.

The fair value of each PSU award is established on the date of grant. For grants of PSUs, the fair value is established based on the market price of our common stock on the date of the grant for the target number of shares and is discounted for post-vesting holding restrictions that restrict the awardees’ ability to sell or transfer vested awards for a specified period of time.


2023 Proxy Statement			59

Executive Compensation

2016-2020 Performance-Based Restricted Share Awards

For our performance-based restricted share awards granted through 2020, vesting may occur each year for up to five calendar years, based on company performance over that period of time. Any performance-based restricted shares that are unvested at the end of the five years are forfeited back to the company. Performance vesting is constructed in a manner as to vest 0 to 100 percent of the award based on the change in diluted earnings per share from the prior year’s achievement, over the five-year vesting period of the award. Additionally, an award will not vest when there is no year-over-year diluted earnings per share growth, as was experienced by participants in 2019 and 2020.

The annual vesting percentage for performance-based restricted share awards is equal to the year-over-year percentage increase in diluted earnings per share, plus ten percentage points. As an example, in 2022, the year-over-year increase in diluted earnings per share was 17.3%, which rounds to 17%. Adding 10 percentage points to 17% equates to the sum of 27% earned vesting in 2022. 20% of these awards remained unvested; therefore all 20% vested in 2022.



For all performance-based restricted share awards made to NEOs in 2016 through 2020, we have a post-vest holding period whereby the standard delivery of all vested shares occurs on the earlier of two years following the end of the five-year vesting period or two years after termination of employment. We believe a delayed delivery after vesting or termination strengthens our employment agreements and aligns with shareholders’ interests.

Performance-based restricted share annual vesting percentage information for our 2016 through 2020 awards is set forth in the following table:


Award Year(1)	Performance Vesting Year						Total Cumulative Vesting			Vesting Years Remaining	Post-Vest Holding Period Ends(2)
	2017	2018	2019	2020	2021	2022
2016 Grant	9%	43%	0%	0%	48%	—	100	%		0	February 2024
2017 Grant	—	43%	0%	0%	57%	—	100	%		0	February 2025
2018 Grant	—	—	0%	0%	80%	20%	100	%	(3)	1	February 2026
2020 Grant	—	—	—	0%	80%	20%	100	%	(3)	2	February 2027

(1)Due to changes in the timing of the annual equity grant cycle, the annual performance-based restricted share grants that were historically granted in December were granted in February.

(2)For all performance-based awards listed in this table, we have a post-vest holding period whereby the standard delivery of all vested shares occurs on the earlier of two years following the end of the five-year holding period or two years after termination of employment.

(3)These awards achieved 100% vesting before the completion of their five-year vesting period.


60

Executive Compensation

Other Compensation

Broad-Based Employee Benefits

Our NEOs are eligible to participate in all the same benefit programs as other C.H. Robinson employees. These include:

EMPLOYEE 401(K) RETIREMENT PLAN

We believe that saving for retirement is important for our employees. C.H. Robinson maintains a 401(k) retirement plan that meets the requirements of ERISA and is a qualified plan under the Internal Revenue Code. Our U.S. employees are eligible to contribute up to 75% of their cash compensation to the 401(k) plan, subject to Internal Revenue Service limitations. To support our compensation objectives, in 2022, the company matched 100% of the first 6% of eligible compensation that employees contributed to the plan during the year.

EMPLOYEE STOCK PURCHASE PLAN

Because we believe in aligning employee interests with our shareholders and our long-term company performance, C.H. Robinson maintains an employee stock purchase plan (ESPP) with a 15% discount that meets the requirements of the Internal Revenue Code.

EMPLOYEE HEALTH AND WELFARE BENEFITS

To support our goal to provide competitive compensation and benefits, the company sponsors many health and welfare benefit plans for our employees, such as healthcare; an employee assistance program, which provides additional no-cost access to behavioral health benefits and counseling; and various voluntary benefits such as critical illness and accident insurance, short-term and long-term disability, life insurance, paid holidays, and other paid time off.

Perquisites (Executive Officer Benefits)

The Supplemental All Other Compensation table found on page 67 contains information about the benefits and perquisites for each of the NEOs, including the aggregate incremental cost of the perquisites.

Compensation Process

Role of Talent & Compensation Committee

The Talent & Compensation Committee is responsible for assisting the Board of Directors in:

1.Reviewing the performance of the Chief Executive Officer;

2.Determining all elements of the compensation and benefits for the Chief Executive Officer and other executive officers of the company;

3.Reviewing and approving the company’s compensation program, including equity-based plans, for management employees generally;

5.Overseeing the company’s process of conducting advisory shareholder votes on executive compensation; and

6.Reviewing executive officers’ employment agreements; separation and severance agreements; change in control agreements; and other compensatory contracts, arrangements, and benefits.

The Talent & Compensation Committee Report on executive compensation is found on page 65 of this Proxy Statement.


2023 Proxy Statement			61

Executive Compensation

Role of Management

Our management team partners very closely with the Talent & Compensation Committee and our independent compensation consultant to execute on our pay for performance strategy. The CEO assists the Talent & Compensation Committee in setting the strategic direction of our executive compensation programs, evaluates the performance of the NEOs (excluding himself), and makes recommendations to the Talent & Compensation Committee regarding their compensation in consultation with the Chief Human Resources and ESG Officer. Although it gives significant weight to the CEO’s recommendations, the Talent & Compensation Committee retains full discretion in making compensation decisions. The CEO is not present during the decisions on his pay. The CEO, the Chief Human Resources & ESG Officer, and the Chief Financial Officer also participate in developing and recommending performance criteria and measures for our NEOs under our annual and equity incentive plans for consideration by the Talent & Compensation Committee. No other executive officers participate in the compensation process for 2022. Our Human Resources team, under the management of the Chief Human Resources & ESG Officer, also supports the Talent & Compensation Committee in its work and implements executive compensation programs.

Role of Independent Compensation Consultant

At the beginning of 2022, the Talent & Compensation Committee retained Aon to serve as the independent compensation consultant. Aon advised the Talent & Compensation Committee on 2022 pay structure and decisions. During 2022, the Talent & Compensation Committee retained Semler Brossy to serve as the independent compensation consultant to provide information, analysis, and objective advice regarding our executive compensation programs. The Talent & Compensation Committee periodically meets with Semler Brossy to review our executive compensation programs and discuss compensation matters. For 2022, Semler Brossy performed the following functions at the Talent & Compensation Committee’s request:

•Assisted the Talent & Compensation Committee in its review and selection of the peer group;

•Compared each element of the NEOs' target total direct compensation opportunity with the corresponding compensation elements for the comparator groups to assess competitiveness;

•Prepared presentations for the Talent & Compensation Committee on general market trends and practices in executive compensation;

•Prepared an analysis of pay and performance relative to the peer group and other comparator groups used by proxy advisory firms to support the Talent & Compensation Committee's goal of aligning our executive compensation program with shareholders' interests;

•Advised the Talent & Compensation Committee on the design of executive incentive programs and arrangements;

•Supported the Talent & Compensation Committee in its review of the CD&A.

The Talent & Compensation Committee reviews its relationship with its advisors annually. The process includes a review of the quality of services provided, the fee structure for the services, and the factors impacting its advisor’s independence under the rules of the Securities and Exchange Commission and the listing standards of Nasdaq. In February 2023, the Talent & Compensation Committee concluded that no conflict of interest exists that would prevent its advisor from independently advising the Talent & Compensation Committee.


62

Executive Compensation

Peer Group and Benchmarking

The Talent & Compensation Committee considers many factors when setting compensation plans and awards, including company performance, NEOs’ responsibilities, officer performance, position tenure, experience, and survey information from independent experts.

In 2022, with assistance from its independent compensation consultant, the Committee approved the development of a compensation peer group for 2023 pay decisions. The peer group is intended to be used as one input when evaluating and determining pay levels and practices for our executives. As the peer group was identified after decisions for 2022 compensation were made, the peer group was first used for 2023 compensation decisions. Going forward, the Committee will evaluate the peer group annually to determine if the companies included in the group continue to meet relevant criteria and are appropriate comparators.

To determine the compensation peer group, the Talent & Compensation Committee considers companies that:

•Are of reasonably similar size based on revenue and market capitalization (companies between one-fourth and four times that of C.H. Robinson’s revenue and between one-third and three times that of C.H. Robinson’s market cap).

•Compete with C.H. Robinson for executive talent and/or have similar skill needs at the executive level.

•Operate in the transportation, logistics, or distribution industries.



PEER GROUP
CSX Corporation Expeditors International Fastenal Company FedEx Corporation Hub Group, Inc.	J.B. Hunt Transport Services Knight-Swift Transportation Landstar System, Inc. Norfolk Southern Corporation Old Dominion Freight	Performance Food Group Ryder Systems, Inc. Uber Technologies, Inc. United National Foods, Inc. United Parcel Services	US Foods Holding Corp. W.W. Grainger, Inc.

C.H. Robinson positioning relative to compensation peer group(1)

25th percentile

50th percentile

75th percentile

(1)~~See~~Amounts as of December 31, 2022.


2023 Proxy Statement			63

Executive Compensation

Additional Compensation Policies and Practices

Stock Ownership Guidelines

To ensure alignment with our shareholders, the ~~disclosures~~Talent & Compensation Committee has established stock ownership guidelines for our executive officers. The Talent & Compensation Committee believes that linking a significant portion of the executive officer’s personal holdings to the company’s success aligns our executive interests with that of our shareholders. Therefore, executive officers are expected to own a significant amount of C.H. Robinson stock. The Talent & Compensation Committee has established stock ownership guidelines for our executive officers based on all shares of company stock deemed owned by an executive officer, which includes stock held in the company 401(k) plan, vested performance shares, and restricted stock units. It also includes stock beneficially owned by the officer, including owned in a trust, by a spouse, or by dependent children. Equity ownership guidelines for executive officers are as follows:

àCEO: Six times base salary

àOther NEOs: Three times base salary

àOther direct reports to the CEO: Three times base salary

Clawback Policy

We have an incentive compensation recovery policy pursuant to which the Talent & Compensation Committee may require the reimbursement or forfeiture of incentive compensation to the extent it, or a portion of it, was awarded, vested, or paid based on the achievement of financial results that were, within a year later, restated due to material non-compliance with any financial reporting requirement under securities laws that results from the executive’s misconduct or supervisory or other failure. The company expects to revise its compensation recovery policy in the next year to comply with new Nasdaq and Securities and Exchange Commission rules.

Prohibition Against Pledging and Hedging

Our officers and directors are prohibited from pledging their company stock and from engaging in transactions in puts, calls, or other derivative securities or hedging their investments in company stock.

Equity Plan Acceleration and Post-Employment Vesting

Our equity award agreements with our NEOs for grants made in 2022 include provisions accelerating vesting in certain circumstances. RSUs are vested in full if a change in control occurs and awards are not assumed, although for awards granted prior to May 5, 2022,(1) the Board has discretion to fully vest RSUs even if they are assumed. RSUs will also be fully vested if they are assumed and an NEO is terminated without cause within 12 months after the change in control. PSUs were changed to double trigger going forward, and will accelerate upon a change in control. PSUs will vest at the greater of the number of PSUs that would be earned and vest as if the date of the change in control were the end of the performance period, or target level. This treatment for equity awards has been adopted primarily because it is seen to effectively create incentives for our executive team to obtain the highest value possible should we be acquired in the future, because it is expected to provide a powerful retention device during the uncertain times preceding a change in control transaction, and because it provides employees the same opportunity as shareholders to participate in the change in control event.

(1)In the case of equity awards granted prior to May 5, 2022, if a change in control of our company occurs, the Talent & Compensation Committee may take such actions with respect to outstanding equity awards as it deems appropriate under the ~~heading Non-Equity Incentive Plan Compensation, beginning on page 19, pertaining~~circumstances, which may include (i) providing for the continuation, assumption, or replacement of outstanding awards by the surviving or successor entity; (ii) providing that outstanding awards will terminate upon or immediately prior to the ~~impact~~consummation of such change in control; (iii) providing that outstanding awards will vest and become exercisable or payable, in whole or in part, prior to or upon consummation of such change in control, or upon termination of an NEO’s employment; or (iv) providing for the cancellation of any outstanding award in exchange for a payment equal to the intrinsic value of the award at the time of the change in control.

The Talent & Compensation Committee may specify the action to be taken in an award agreement or take the action prior to or coincident with the change in control and is not required to treat all awards or all NEOs similarly.


64

Executive Compensation

All types of awards will become fully vested if employment ends due to death or disability. Post-employment vesting for reasons other than death, disability, and change in control, is tied to non-compete agreements and provides protections to the company and our relationships with our employees, customers, and service providers. For PSUs that vest based on cumulative EPS growth, a one-year service requirement must be met before being eligible for prorated vesting based on the service provided during the performance period, if the NEO complies with the non-compete agreement and certain other agreements in favor of the company, for two years of continued post-employment vesting. For PSUs that vest based on AGP growth and restricted stock unit grants, if the NEO complies with the non-compete agreement and certain other agreements in favor of the company, the awards will continue to vest post-employment for two additional years.

Employment Agreements

Executive Separation and Change in Control Plan

The company adopted an executive separation and change in control plan (the “Severance Plan”) in July 2022. Severance Plan benefits may be payable in connection with a termination without cause which involves a layoff or position elimination, termination due to restructuring, or other circumstances determined by the Talent and Compensation Committee, or a resignation by an executive for good reason. Additional severance benefits may be provided in the ~~calculation~~case of ~~the NEO's percentage of target incentive payout achieved.~~

~~(2)See the disclosures made under the headings Performance Based Restricted Shares, page 20, and Stock Options, page 21, pertaining~~a termination within 24 months after a change in control. The Severance Plan provides benefits in addition to the ~~actual~~continued vesting ~~percentages earned.~~

provision listed above in the Equity Plan Acceleration and Post Employment Vesting section. Severance benefits include 24 months of continued base pay and 24 months of COBRA premiums for the CEO and 18 months of continued base pay and 18 months of COBRA premiums for executive officers. Termination in connection with change in control benefits for the CEO include 30 months of base pay, 30 months of COBRA premiums, two and a half times annual target bonus paid in a lump sum, and full vesting of equity awards. Change in control severance benefits for executive officers include 24 months of base pay, 24 months of COBRA premiums, two times annual target bonus paid in a lump sum, and full vesting of equity awards.

Section 162(m) Disclosure

Section 162(m) of the Internal Revenue Code precludes us from taking a federal income tax deduction for compensation paid in excess of $1 million to our “covered ~~employee” (which as of 2018 includes the chief executive officer, chief financial officer, and our three other most highly compensated executive officers)~~employees”. Prior to 2018, this deduction limitation did not apply to qualified “performance-based” compensation and a company’s chief financial officer was not considered to be a “covered officer”. Consequently, compensation paid in 2018 and later years to our NEOs in excess of $1 million will not be deductible unless it qualifies for transitional relief applicable to certain binding, written performance-based compensation arrangements that were in place as of November 2, 2017.

Despite ~~these new~~the limits on the deductibility of ~~performance-based~~ compensation, the Talent & Compensation Committee continues to believe that a significant portion of our executives’ compensation should be tied to the company’s performance and that shareholder interests are best served if its discretion and flexibility in structuring and awarding compensation is not restricted even though ~~some~~ compensation awards may have resulted in the past, and are expected to result in the future, in non-deductible compensation expense to us. ~~Therefore,~~

Talent & Compensation Committee Report

The Talent & Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section with C.H. Robinson management and concurs that it ~~is not anticipated~~accurately represents the compensation philosophy of the company. Based on its review and discussion with management, the Talent & Compensation Committee recommended to the Board of Directors that the ~~changes to Section 162(m) will significantly impact~~Compensation Discussion and Analysis section be included in this Proxy Statement. The Talent & Compensation Committee Charter is posted under the ~~design~~Governance section of the Investors page of our ~~compensation program going forward.~~website at investor.chrobinson.com.

Jodee A. Kozlak, Chair

Kermit R. Crawford

Timothy C. Gokey

Mary J. Steele Guilfoile

Henry W. “Jay” Winship

The Members of the Talent & Compensation Committee of the Board of Directors


~~2020~~2023 Proxy Statement						3165

~~2019 EXECUTIVE COMPENSATION~~

Executive Compensation

Executive Compensation Tables

Summary Compensation Table

Name of Executive Officer and Principal Position Year Salary Bonus
Stock
Awards⁽¹⁾
Option
Awards⁽²⁾
Non-Equity
Incentive Plan
Compensation⁽³⁾
All Other
Compensation⁽⁴⁾
Total
Robert C. Biesterfeld Jr 2019 $ 870,833
⁽⁵⁾
$ — $ 1,879,415
⁽⁵⁾
$ 1,869,985
⁽⁵⁾
$ 428,895
⁽⁵⁾
$ 16,800 $ 5,065,928
President and Chief Executive Officer 2018 600,000
⁽⁶⁾
— 1,110,877
⁽⁶⁾
1,081,727
⁽⁶⁾
849,620
⁽⁶⁾
11,000 3,653,224
2017 475,000 — 451,075 451,693 245,848 10,800 1,634,416
John P. Wiehoff 2019 757,000
⁽⁷⁾
— —
⁽⁷⁾
—
⁽⁷⁾
—
⁽⁷⁾
16,800 773,800
Former President and Chief Executive Officer 2018 1,167,000 — 2,515,458 2,428,542 2,427,366 20,490 8,558,856
2017 1,167,000 — 2,383,725 2,383,349 871,475 28,638 6,834,187
Andrew C. Clarke 2019 137,500
⁽⁸⁾
— —
⁽⁸⁾
—
⁽⁸⁾
—
⁽⁸⁾
16,800 154,300
Former Chief Financial Officer 2018 550,000 — 447,805 439,333 640,642 11,000 2,088,780
2017 550,000 — 451,075 451,693 230,004 10,800 1,693,572
Scott S. Hagen 2019 330,000
⁽⁹⁾
44,850
⁽¹⁰⁾
—
⁽¹¹⁾
—
⁽¹¹⁾
44,293
⁽¹⁰⁾
16,800 435,943
Former Interim Chief Financial Officer
Michael P. Zechmeister 2019 235,985
⁽¹²⁾
200,000
⁽¹³⁾
1,681,567
^(12)(14)
726,328
⁽¹²⁾
83,945
⁽¹²⁾
57,637 2,985,462
Chief Financial Officer
Christopher J. O'Brien 2019 500,000 — —
⁽¹¹⁾
—
⁽¹¹⁾
126,975 16,800 643,775
Chief Commercial Officer 2018 500,000 — 447,805 439,333 499,201 11,000 1,897,339
2017 500,000 — 425,851 426,630 179,224 10,800 1,542,505
Mac S. Pinkerton 2019 475,000 — 50,250
⁽¹⁵⁾
50,027
⁽¹⁵⁾
212,943 16,800 805,020
President of North America Surface Transportation
Michael J. Short 2019 520,833 — —
⁽¹¹⁾
—
⁽¹¹⁾
192,398 16,800 730,031
President of Global Freight Forwarding 2018 500,000 — 423,217 414,914 316,464 11,000 1,665,595
2017 500,000 — 400,626 401,426 393,549 10,800 1,706,401


Name of Executive Officer and Principal Position	Year	Salary	Bonus		Stock Awards(1)		Option Awards(1)	Non-Equity Incentive Plan Compensation(2)		All Other Compensation(3)		Total
Robert C. Biesterfeld Jr.(4) Former President and Chief Executive Officer	2022	$1,095,193		$—	$6,477,576	(5)	$—		$2,938,801		$18,300	$10,529,870
	2021	1,066,346		—	5,924,530		—		3,225,000		17,400	10,233,276
	2020	878,750		—	2,053,817		2,021,132		467,577		11,394	5,432,670


Michael P. Zechmeister Chief Financial Officer	2022	737,115		—	1,544,010	(6)	—		993,134		18,300	3,292,559
	2021	722,404		—	1,521,488		—		1,106,169		17,400	3,367,461
	2020	666,839		—	698,550		687,200		290,084		24,325	2,366,998


Arun D. Rajan(7) Chief Operating Officer	2022	832,308		—	2,265,705	(8)	—		1,334,684		49,308	4,482,005
	2021	261,539	(9)	—	4,129,752		—		462,027		52,773	4,906,090


Mac S. Pinkerton President of North America	2022	622,116		—	1,535,517	(10)	—		906,892		18,300	3,082,825
	2021	608,269		—	1,321,813		—		691,732		17,400	2,639,214
	2020	544,250		—	555,719		514,213		196,681		17,100	1,827,964


Michael J. Short President of Global Forwarding	2022	610,577		—	1,368,268	(11)	—		847,235		18,300	2,844,380
	2021	548,269		—	1,040,865		—		796,400		17,400	2,402,934
	2020	505,950		—	429,622		397,432		464,090		17,100	1,814,194

(1)The 2017, 2018, and 2019 performance based restricted share grants are available to vest over a five-year period based on the financial performance of the company. The actual vesting percentage for each year is determined by the following formula: year-over-year growth rate in diluted earnings per share, plus ten percentage points. Any shares unvested after five years are forfeited back to the company. The actual vesting percentage was 9 percent in 2017, 43 percent in 2018, and 0 percent in 2019. Assumptions used in the calculation of the amounts reported in this ~~table~~column are included in Note 6 to the financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019.~~2022.

(2)The 2017, 2018, and 2019 stock option grants vest pro-rata over the five calendar years beginning in the year of grant. Assumptions used in the calculation of the amounts reported in this table are included in Note 6 to the financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

~~(3)The dollar amount~~Amounts shown in this column ~~represents the amount the NEO~~represent amounts earned under our annual incentive program during ~~the~~each respective year ~~under their non-equity annual incentive plan; these amounts correspond to~~ and ~~are referred as "annual cash incentive compensation"~~paid early in the ~~Performance Evaluation and Compensation subsection of Section VII beginning on page 25.~~following year.

~~(4)~~(3)All other compensation for our NEOs is summarized in the Supplemental All Other Compensation table.

~~(5)These figures include compensation adjustments~~(4)Mr. Biesterfeld’s last day as ~~a result~~the President and CEO of the company was on December 31, 2022.

(5)If the PSU awards were to vest at maximum, the value of Mr. ~~Biesterfeld's appointment~~Biesterfeld’s stock awards would be $9,612,923.

(6)If the PSU awards were to ~~president and chief executive officer effective May 9, 2019.~~

~~(6)These figures include compensation adjustments as a result~~vest at maximum, the value of Mr. ~~Biesterfeld's appointment~~Zechmeister’s stock awards would be $2,294,278.

(7)Mr. Rajan held the position of Chief Product Officer from September 21, 2021 until he was appointed Chief Operating Officer on October 31, 2022.

(8)If the PSU awards were to ~~chief operating officer effective March 1, 2018.~~

~~(7)As a result~~vest at maximum, the value of Mr. ~~Wiehoff's resignation~~Rajan’s stock awards would be $3,361,332.

(9)Mr. Rajan’s salary reported for 2021 is for a partial year; Mr. Rajan joined the company as ~~chief executive officer and transition~~Chief Product Officer on September 1, 2021.

(10)If the PSU awards were to vest at maximum, the ~~role of executive chairman effective May 9, 2019, his compensation included only a base salary and he was no longer eligible for equity or non-equity incentive compensation.~~

~~(8)As a result~~value of Mr. ~~Clarke's resignation as chief financial officer effective March 31, 2019, his compensation included only a base salary.~~Pinkerton’s stock awards would be $2,277,292.

~~(9)This figure includes base salary adjustments as a result~~(11)If the PSU awards were to vest at maximum, the value of Mr. ~~Hagen's appointment to interim chief financial officer between April 1, 2019 and August 29, 2019.~~

~~(10)~~Mr. Hagen's annual cash incentive compensation plan, which was put in place while he served in the role of company controller, awarded compensation for both the company's achievement of APTI in certain ranges as well as a discretionary bonus. No additional annual cash incentive compensation was paid to Mr. Hagen as a result of him being named interim chief financial officer in 2019.

~~(11)Due to changes in the timing of the annual equity grant cycle, the annual performance based restricted share and time based~~Short’s stock ~~option grants that were historically granted in December 2019 were moved to February 2020.~~

~~(12)This figure includes prorated compensation as a result of Mr. Zechmeister's hire as chief financial officer on August 30, 2019.~~

~~(13)This figure includes a cash sign-on bonus paid to Mr. Zechmeister.~~

~~(14)This figure includes 12,190 restricted stock units with a grant value of $1,000,190, which vest pro-rata over three years.~~

~~(15)These figures include performance based restricted share and time based stock option grants made to Mr. Pinkerton as a result of his appointment to president of NAST effective January 1, 2019.~~

awards would be $2,025,676.


3266						~~2020 Proxy Statement~~

~~2019 EXECUTIVE COMPENSATION~~

Executive Compensation

Supplemental All Other Compensation Table

Name of Executive Officer Year Perks and Personal Benefits Tax Reim-bursements
Registrant Contributions to Defined Contributions⁽¹⁾
Insurance Premiums Other Total
Robert C. Biesterfeld Jr 2019 $ — $ — $ 16,800 $ — $ — $ 16,800
John P. Wiehoff 2019 — — 16,800 — — 16,800
Andrew C. Clarke 2019 — — 16,800 — — 16,800
Scott S. Hagen 2019 — — 16,800 — — 16,800
Michael P. Zechmeister 2019 40,000
⁽²⁾
17,637 0 — — 57,637
Christopher J. O'Brien 2019 — — 16,800 — — 16,800
Mac S. Pinkerton 2019 — — 16,800 — — 16,800
Michael J. Short 2019 — — 16,800 — — 16,800


Name of Executive Officer	Year	Perks and Personal Benefits			Tax Reimbursements			Registrant Contributions to Defined Contributions(1)		Other		Total
Robert C. Biesterfeld Jr.	2022		$—			$—			$18,300		$—		$18,300
Michael P. Zechmeister	2022		—			—			18,300		—		18,300
Arun D. Rajan	2022		21,519	(2)		9,488	(3)		18,300		—		49,308
Mac S. Pinkerton	2022		—			0			18,300		—		18,300
Michael J. Short	2022		—			—			18,300		—		18,300

(1)Represents matching contributions under the company’s qualified 401(k) plan.

(2)Represents the value of relocation expenses reimbursed by the company.

~~Dividend Equivalents Paid~~(3)Represents reimbursement of taxes paid by Mr. Rajan on ~~Unvested Shares~~

Name of Executive Officer Year
Dividend Equivalents⁽¹⁾
Robert C. Biesterfeld Jr 2019 $ 87,638
⁽²⁾
2018 52,634
⁽²⁾
2017 35,346
⁽²⁾
John P. Wiehoff 2019 174,265
⁽²⁾
2018 243,782
⁽²⁾
2017 229,525
⁽²⁾
Andrew C. Clarke 2019 33,280
⁽²⁾
2018 45,794
⁽²⁾
2017 36,624
⁽²⁾
Scott S. Hagen 2019 5,485
⁽²⁾
Michael P. Zechmeister 2019 22,776
⁽³⁾
Christopher J. O'Brien 2019 32,237
⁽²⁾
2018 47,043
⁽²⁾
2017 46,162
⁽²⁾
Mac S. Pinkerton 2019 18,841
⁽²⁾
Michael J. Short 2019 34,564
⁽⁴⁾
2018 46,701
⁽⁴⁾
2017 41,428
⁽⁴⁾

~~(1)Dividends paid on these shares were paid directly to the NEO through the company's payroll system.~~

~~(2)Represents performance based restricted shares.~~

~~(3)Represents both performance based restricted shares and time based restricted stock units.~~

~~(4)Represents both performance based restricted shares and time based restricted shares.~~


~~2020 Proxy Statement~~						33

~~2019 EXECUTIVE COMPENSATION~~

relocation expense reimbursement.

Grants of Plan-Based Awards in ~~2019~~2022


Name of Executive Officer	Name of Executive Officer	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾								Estimated Future Payouts Under Equity Incentive Plan Awards										All Other Option Awards: Number of Securities Underlying Options				Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards⁽²⁾		Name of Executive Officer	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)												Estimated Future Payouts Under Equity Incentive Plan Awards					All Other Stock Awards: Number of Shares of Stock or Units		Grant Date Fair Value of Stock Awards(2)
							Threshold		Target	Maximum	Threshold	Target	Maximum										Grant Date								Threshold			Target				Maximum					Threshold		Target	Maximum	All Other Stock Awards: Number of Shares of Stock or Units		Grant Date Fair Value of Stock Awards(2)
Robert C. Biesterfeld Jr.	Robert C. Biesterfeld Jr.	5/9/2019	$	—	$	—	$	—	—	—	9,080	⁽³⁾	—		$	—	$	626,702	Robert C. Biesterfeld Jr.	2/3/2021					$—	$—				$—			888		3,550		7,100		(3)		—			td53,364
Robert C. Biesterfeld Jr.																				2/9/2022		—		—			—					8,393		33,570		67,140		(4)		—			2,615,774
																				2/9/2022		—		—			—					933		3,730		7,460		(5)		—			266,210
																				2/9/2022		—		—			—					—		—		—				44,760		(6)	3,342,228
																						—		1,705,000			3,410,000					—		—		—				—			—
		5/9/2019	—		—		—		—	—	—		35,460	⁽⁴⁾	82.68		623,387
		5/9/2019	—		—		—		—	—	18,150	⁽³⁾	—		—		1,252,713
		5/9/2019	—		—		—		—	—	—		70,910	⁽⁴⁾	82.68		1,246,598
			0		1,170,000		2,340,000		—	—	—		—		—		—
John P. Wiehoff			—		—		—		—	—	—		—		—		—
Andrew C. Clarke			—		—		—		—	—	—		—		—		—
Scott S. Hagen			—		—		—		—	—	—		—		—		—
Michael P. Zechmeister																			Michael P. Zechmeister	2/3/2021		—		—			—					228		913		1,826		(3)		—			65,161
																				2/9/2022												1,995		7,980		15,960		(4)		—			621,802
																				2/9/2022		—		—			—					222		887		1,774		(5)		—			63,305
																				2/9/2022		—		—			—					—		—		—				10,630		(6)	793,742
	Michael P. Zechmeister	9/3/2019	—		—		—		—	—	10,360	⁽³⁾	—		—		681,377					—		629,000			1,258,000					—		—		—				—			—
		9/3/2019	—		—		—		—	—	—		41,960	⁽⁴⁾	82.05		726,328
		9/3/2019	—		—		—		—	—	12,190	⁽⁵⁾	—		—		1,000,190
Arun D. Rajan																			Arun D. Rajan	9/1/2021		—		—			—					304		1,216		2,432		(3)		—			86,786
																				2/9/2022		—		—			—					2,938		11,750		23,500		(4)		—			915,560
																				2/9/2022		—		—			—					327		1,307		2,614		(5)		—			93,281
																				2/9/2022		—		—			—					—		—		—				15,670		(6)	1,170,078
																						—		840,000			1,680,000					—		—		—				—			—
			0		595,000		1,190,000		—	—	—		—		—		—
Christopher J. O’Brien			0		300,000		600,000		—	—	—		—		—		—

Mac S. Pinkerton																			Mac S. Pinkerton	2/3/2021		—		—			—					198		794		1,588		(3)		—			56,668
																				2/9/2022												1,995		7,980		15,960		(4)		—			621,802
																				2/9/2022		—		—			—					222		887		1,774		(5)		—			63,305
																				2/9/2022		—		—			—					—		—		—				10,630		(6)	793,742
	Mac S. Pinkerton	1/3/2019	—		—		—		—	—	750	⁽³⁾	—		—		50,250					—		531,250			1,062,500					—		—		—				—			—
		1/3/2019	—		—		—		—	—	—		2,710	⁽⁴⁾	79.92		50,027
			0		380,000		760,000		—	—	—		—		—		—
Michael J. Short	Michael J. Short		0		367,500		735,000		—	—	—		—		—		—		Michael J. Short	2/3/2021		—		—			—					156		623		1,246		(3)		—			44,464
Michael J. Short																				2/9/2022												1,785		7,140		14,280		(4)		—			556,349
																				2/9/2022		—		—			—					198		793		1,586		(5)		—			56,596
																				2/9/2022		—		—			—					—		—		—				9,520		(6)	710,859
																						—		531,250			1,062,500					—		—		—				—			—

(1)Under the terms of the award and as further explained in the ~~Non-Equity~~Annual Cash Incentive ~~Plan~~ Compensation ~~subsection~~section of ~~Section IV Elements of~~2022 Named Executive Officer Compensation, beginning on pa~~ge 19, th~~epage 53, the amount earned by each NEO ~~will be~~was based upon on ~~either~~ the company’s or the appropriate business ~~division's~~division’s APTI, along with MBO achievement for ~~2019~~2022 and was paid to the executive in early ~~2020.~~2023.


2023 Proxy Statement			67

Executive Compensation

(2)The amounts in this column represent the grant date fair value for the respective awards. The ~~performance~~vested performance-based restricted stock units and time based restricted ~~shares, vested and unvested,~~stock units earn dividends at the same rate as ~~Common Stock.~~common stock. Because these dividends are considered compensation under the Internal Revenue Code, the dividends are paid to each NEO through the company’s payroll system.

(3)Represents 1/3 of the total number of performance-based restricted stock units granted during the reported year to the NEO. Due to separate one-year performance periods with annual performance targets set at the start of each performance period, each 1/3 of the grant is reported as granted when such performance target is set. The first 1/3 was disclosed when reporting 2021 compensation and the remaining 1/3 will be disclosed when reporting 2023 compensation, respectively. The grant date fair value is determined when the annual performance targets are set during the following February. These performance-based restricted stock units are available to vest over three calendar years beginning in 2021, based on the company’s annual adjusted gross profit growth. Any shares unvested after the vesting period are forfeited back to the company. The standard delivery of all vested performance stock units occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment.

(4)Represents the number of ~~performance based~~performance-based restricted ~~shares~~stock units granted during the reported year to the NEO. These ~~performance based~~performance-based restricted ~~shares~~stock units are available to vest over ~~five~~three calendar years beginning in ~~2019.~~2022, based on the company’s cumulative three-year diluted earnings per share growth. Any shares unvested after the vesting period are forfeited back to the company. The ~~actual~~standard delivery of all vested performance stock units occurs the earlier of one year following the end of the three-year vesting ~~percentage~~period or two years after termination of employment.

(5)Represents 1/3 of the total number of performance-based restricted stock units granted during the reported year to the NEO. The remaining 2/3 will be disclosed when reporting 2023 and 2024 compensation, respectively. The grant date fair value is determined when the annual performance targets are set during the following February. These performance-based restricted stock units are available to vest over three calendar years beginning in 2022, based on the company’s annual adjusted gross profit growth. Any shares unvested after the vesting period are forfeited back to the company. The standard delivery of all vested performance stock units occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment.

(6)Represents the number of time based restricted stock units granted during the reported year to the NEO. These restricted stock units vest ratably over three calendar years beginning in 2022. The standard delivery of all vested restricted stock units occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment.


68

Executive Compensation

Outstanding Equity Awards at Fiscal Year-End 2022


	Option Awards						Stock Awards
Name of Executive Officer	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options Exercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options Unexercisable		Option Exercise Price	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested		Market Value of Shares or Units of Stock That Have Not Vested	Equity Incentive Plan Awards: Number of Shares or Units of Stock That Have Not Vested		Equity Incentive Plan Awards: Market Value of Shares or Units of Stock That Have Not Vested
Robert C. Biesterfeld Jr.	9,748	(1)	0	(1)	$74.57	12/3/2024				31,930	(4)		$2,923,511
	20,100	(2)	0	(2)	63.58	12/2/2025				3,550	(5)		325,038
	28,110	(2)	0	(2)	76.72	12/7/2026				14,191	(6)		1,299,328
	31,720	(2)	0	(2)	87.15	12/6/2027				33,570	(7)		3,073,669
	20,640	(3)	0	(3)	89.70	3/1/2028				3,730	(8)		341,519
	30,376	(2)	7,594	(2)	88.87	12/5/2028				3,730	(8)		341,519
	85,096	(3)	21,274	(3)	82.68	5/9/2029				29,840	(9)		2,732,150
	97,092	(3)	64,728	(3)	72.74	2/5/2030
Michael P. Zechmeister	33,568	(3)	8,392	(3)	82.05	9/3/2029				8,200	(4)		750,792
	33,012	(3)	22,008	(3)	72.74	2/5/2030				914	(5)		83,686
										3,644	(6)		333,645
										7,980	(7)		730,649
										887	(8)		81,214
										886	(8)		81,122
										7,087	(9)		648,886
Arun D. Rajan							7,460	(10)	683,038	10,940	(4)		1,001,666
										1,217	(5)		111,429
										4,864	(6)		445,348
										11,750	(7)		1,075,830
										1,307	(8)		119,669
										1,306	(8)		119,577
										10,447	(9)		956,527
Mac S. Pinkerton	7,624	(1)	0	(1)	58.25	12/4/2023				7,120	(4)		651,907
	11,576	(1)	0	(1)	74.57	12/3/2024				793	(5)		72,607
	15,606	(2)	0	(2)	63.58	12/2/2025				3,167	(6)		289,971
	12,934	(2)	0	(2)	76.72	12/7/2026				7,980	(7)		730,649
	14,944	(2)	0	(2)	87.15	12/6/2027				887	(8)		81,214
	10,256	(2)	2,565	(2)	88.87	12/5/2028				886	(8)		81,122
	2,168	(3)	542	(3)	79.92	1/3/2029				7,087	(9)		648,886
	24,702	(3)	16,468	(3)	72.74	2/5/2030
Michael J. Short	5,638	(2)	0	(2)	87.15	12/6/2027				5,610	(4)		513,652
	4,044	(2)	4,044	(2)	88.87	12/5/2028				624	(5)		57,133
	6,364	(3)	12,728	(3)	72.74	2/5/2030				2,494	(6)		228,351
										7,140	(7)		653,738
										793	(8)		72,607
										794	(8)		72,699
										6,347	(9)		581,131


2023 Proxy Statement			69

Executive Compensation

(1)The 2013-2014 performance-based stock option grants were available to vest over a five year period based on the financial performance of the company. The vesting formula for ~~each year~~the 2013-2014 awards is based on the year-over-year percentage growth ~~rate~~ in diluted earnings per share, plus ten percentage points. ~~Because~~Any performance-based stock options unvested after five years were forfeited back to the ~~shares~~company. Once the options vest, ~~based on~~they are exercisable for a ~~formula~~period of ~~growth rates,~~ten years from the ~~awards do not have a specific payout based on a target or a threshold. The standard delivery~~date of ~~all vested shares occurs~~grant under the ~~earlier of two years after termination of employment or two years following the end of the five-year vesting period.~~option award agreement.

~~(4)~~(2)Represents the number of time based stock options granted during the reported year to the NEO. These stock options vest ratably over five calendar years beginning in ~~2019.~~the calendar year after the year of grant. Once vested, ~~the participant may exercise the options~~they are exercisable for a period of ten years from the date of grant ~~date. Any options unvested after five years are forfeited back to~~under the ~~company.~~option award agreement.

~~(5)~~(3)Represents the number of ~~restricted~~time based stock ~~units~~options granted during the reported year to the NEO. These ~~time based~~stock options vest ratably over five calendar years beginning in the year of grant. Once vested, they are exercisable for a period of ten years from the date of grant under the option award agreement.

(4)The 2021 performance-based restricted stock units are available to vest over three calendar years beginning in ~~2020. The participant will take delivery of the vested restricted stock units annually on the anniversary of the grant date.~~


34						~~2020 Proxy Statement~~

~~2019 EXECUTIVE COMPENSATION~~

~~Outstanding Equity Awards at Fiscal Year-End 2019~~

Option Awards Stock Awards
Name of Executive Officer Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Options
Exercisable Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Options
Unexercisable Option Exercise Price Option Expiration Date Number of Shares or Units of Stock That Have Not Vested Market Value of Shares or Units of Stock That Have Not Vested
Equity Incentive
Plan Awards:
Number of
Shares or
Units of
Stock That
Have Not
Vested⁽¹⁾
Equity Incentive
Plan Awards:
Market Value of
Shares or
Units of
Stock That
Have Not
Vested⁽¹⁾
Robert C. Biesterfeld Jr. 11,644
⁽²⁾
0
⁽²⁾
$ 58.25 12/4/2023 50,079 $ 3,916,178
9,748
⁽²⁾
0
⁽²⁾
74.57 12/3/2024
24,120
⁽³⁾
6,030
⁽³⁾
63.58 12/2/2025
16,866
⁽³⁾
11,244
⁽³⁾
76.72 12/7/2026
12,688
⁽³⁾
19,032
⁽³⁾
87.15 12/6/2027
8,256
⁽⁴⁾
12,384
⁽⁴⁾
89.70 3/1/2028
7,594
⁽³⁾
30,376
⁽³⁾
88.87 12/5/2028
21,274
⁽⁴⁾
85,096
⁽⁴⁾
82.68 5/9/2029
John P. Wiehoff 41,830
⁽²⁾
0
⁽²⁾
68.81 12/7/2021 83,584 6,536,269
47,257
⁽²⁾
0
⁽²⁾
61.91 12/5/2022
126,800
⁽²⁾
0
⁽²⁾
58.25 12/4/2023
106,462
⁽²⁾
0
⁽²⁾
74.57 12/3/2024
120,576
⁽³⁾
30,144
⁽³⁾
63.58 12/2/2025
86,916
⁽³⁾
57,944
⁽³⁾
76.72 12/7/2026
66,948
⁽³⁾
100,422
⁽³⁾
87.15 12/6/2027
23,670
⁽³⁾
94,680
⁽³⁾
88.87 12/5/2028
Andrew C. Clarke 27,393
⁽²⁾
0
⁽²⁾
62.11 6/2/2025 15,756 1,232,119
24,120
⁽³⁾
6,030
⁽³⁾
63.58 12/2/2025
16,866
⁽⁵⁾
5,622
⁽⁵⁾
76.72 12/7/2026
12,688
⁽⁵⁾
6,344
⁽⁵⁾
87.15 12/6/2027
4,282
⁽⁵⁾
4,282
⁽⁵⁾
88.87 12/5/2028
Scott S. Hagen 2,830
⁽²⁾
0
⁽²⁾
68.81 12/7/2021 2,601 203,398
2,254
⁽²⁾
0
⁽²⁾
61.91 12/5/2022
5,822
⁽²⁾
0
⁽²⁾
58.25 12/4/2023
4,265
⁽²⁾
0
⁽²⁾
74.57 12/3/2024
4,369
⁽³⁾
1,093
⁽³⁾
63.58 12/2/2025
2,716
⁽³⁾
1,811
⁽³⁾
76.72 12/7/2026
2,092
⁽³⁾
3,139
⁽³⁾
87.15 12/6/2027
690
⁽³⁾
2,762
⁽³⁾
88.87 12/5/2028
Michael P. Zechmeister 8,392
⁽⁴⁾
33,568
⁽⁴⁾
82.05 9/3/2029 12,190
⁽⁶⁾
953,258 10,360 810,152
Christopher J. O’Brien 10,460
⁽²⁾
0
⁽²⁾
68.81 12/7/2021 15,370 1,201,934
10,237
⁽²⁾
0
⁽²⁾
61.91 12/5/2022
27,480
⁽²⁾
0
⁽²⁾
58.25 12/4/2023
22,819
⁽²⁾
0
⁽²⁾
74.57 12/3/2024
24,120
⁽³⁾
6,030
⁽³⁾
63.58 12/2/2025
15,930
⁽³⁾
10,620
⁽³⁾
76.72 12/7/2026
11,984
⁽³⁾
17,976
⁽³⁾
87.15 12/6/2027
4,282
⁽³⁾
17,128
⁽³⁾
88.87 12/5/2028
Mac S. Pinkerton 8,368
⁽²⁾
0
⁽²⁾
68.81 12/7/2021 9,024 705,677
6,853
⁽²⁾
0
⁽²⁾
61.91 12/5/2022
17,965
⁽²⁾
0
⁽²⁾
58.25 12/4/2023
11,576
⁽²⁾
0
⁽²⁾
74.57 12/3/2024
12,484
⁽³⁾
3,122
⁽³⁾
63.58 12/2/2025
7,761
⁽³⁾
5,173
⁽³⁾
76.72 12/7/2026
5,977
⁽³⁾
8,967
⁽³⁾
87.15 12/6/2027
2,564
⁽³⁾
10,257
⁽³⁾
88.87 12/5/2028
542
⁽⁴⁾
2,168
⁽⁴⁾
79.92 1/3/2029
Michael J. Short 3,532
⁽²⁾
0
⁽²⁾
74.57 12/4/2023 1,861
⁽⁷⁾
145,530 14,650 1,145,630
18,090
⁽²⁾
6,030
⁽²⁾
63.58 12/3/2024
14,994
⁽³⁾
9,996
⁽³⁾
76.72 12/2/2025
11,276
⁽³⁾
16,914
⁽³⁾
87.15 12/7/2026
4,044
⁽³⁾
16,176
⁽³⁾
88.87 12/6/2027


~~2020 Proxy Statement~~						35

~~2019 EXECUTIVE COMPENSATION~~

~~(1)The 2011-2018 performance based restricted share grants are available to vest over a five year period~~2021, based on the financial performance of the company. The actual vesting percentage for the 2011 and 2012 award is determined by the following formula: year-over-year growth rates in income from operations and diluted net income per share are averaged, and then five percentage points are added to that number. The vesting formula for the 2013-2018 awards are based on the year-over-year percentage growth incompany’s cumulative three-year diluted earnings per share ~~plus ten percentage points.~~growth. Any ~~performance based restricted~~ shares unvested after ~~five years~~the vesting period are forfeited back to the company. The standard delivery of all vested performance stock units occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment.

(5)The 2021 performance-based restricted stock units are available to vest over three calendar years beginning in 2021, based on the company’s annual adjusted gross profit growth. Any shares unvested after the vesting period are forfeited back to the company. The actual vesting percentage on the annual adjusted gross profit PSU was 200% in 2021 and 2022. The standard delivery of all vested performance stock units occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment.

(6)The 2021 time based restricted stock units vest ratably over three calendar years beginning in 2021. The standard delivery of all vested restricted stock units occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment.

(7)The 2022 performance-based restricted stock units are available to vest over three calendar years beginning in 2022, based on the company’s cumulative three-year diluted earnings per share growth. Any shares unvested after the vesting period are forfeited back to the company. The standard delivery of all vested performance stock units occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment.

(8)The 2022 performance-based restricted stock units are available to vest over three calendar years beginning in 2022, based on the company’s annual adjusted gross profit growth. Any shares unvested after the vesting period are forfeited back to the company. The actual vesting percentage on the annual adjusted gross profit PSU was 200% in 2021 and 2022. The standard delivery of all vested performance stock units occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment.

(9)The 2022 time based restricted stock units vest ratably over three calendar years beginning in 2022. The standard delivery of all vested restricted stock units occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment.

(10)Upon Mr. Rajan’s hire as Chief Product Officer in August 2021, C.H. Robinson awarded him a special time-based restricted stock unit award. This award vests ratably on the anniversary of the grant date over two years, with no delayed delivery, contingent on Mr. Rajan’s continued service and was intended to serve as a replacement of equity awards Mr. Rajan forfeited from his previous employer. If Mr. Rajan separates from service other than due to death, disability, or change in control prior to September 1, 2023, the unvested restricted stock units will be forfeited back to the company. One-half of the vested restricted stock units were delivered to Mr. Rajan on September 1, 2022, and the other half will be delivered to Mr. Rajan on September 1, 2023. The fair value was established based on the market price of our common stock on the date of grant.


70

Executive Compensation

Option Exercises and Stock Vested During 2022


	Option Awards			Stock Awards
Name of Executive Officer	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Robert C. Biesterfeld Jr.	21,694		$1,100,842	58,206		$5,329,341	(1)
Michael P. Zechmeister	0		0	19,276		1,861,634	(2)
Arun D. Rajan	0		0	22,592		2,237,045	(3)
Mac S. Pinkerton	5,197		244,243	12,827		1,174,440	(4)
Michael J. Short	35,496		1,022,769	11,082		1,014,668	(5)

(1)$1,330,916 is deferred until the earlier of two years after termination of employment or two years following the end of the five-year vesting period.

~~(2)The 2011-2014 performance based stock option grants are available to vest over a five~~ $3,998,425 is deferred until the earlier of one year ~~period based on~~following the ~~financial performance~~end of the ~~company. The actual~~three-year vesting ~~percentage for~~period or two years after termination of employment.

(2)$405,245 is deferred until the ~~2011 and 2012 award is determined by~~earlier of two years after termination of employment or two years following the following formula: year-over-year growth rates in income from operations and diluted net income per share are averaged, and then five percentage points are added to that number. The vesting formula for the 2013-2014 awards are based on the year-over-year percentage growth in diluted earnings per share, plus ten percentage points. Any performance based stock options unvested after five years are forfeited back to the company. Once the options are vested, they are exercisable for a period of ten years from the date of grant under the option award agreement.

~~(3)~~Represents the number of time based stock options granted during the reported year to the NEO. These stock options are available to vest ratably over five calendar years beginning in the year of grant. Once vested, the participant may exercise the options for ten years from the grant date.

~~(4)~~Represents the number of time based stock options granted during the reported year to the NEO. These stock options are available to vest ratably over five calendar years beginning in the calendar year after the year of grant. Once vested, the participant may exercise the options for ten years from the grant date.

~~(5)~~Represents the number of time based stock options granted during the reported year to the NEO. These stock options are available to vest ratably over five calendar years beginning in the calendar year after the year of grant. Once vested, the participant may exercise the options for ten years from the grant date. Due to Mr. Clarke's resignation on March 31, 2019 and his tenure being less than five years of service with the Company, Mr. Clarke forfeited one fifth of his December 7, 2016 award, expiring on December 7, 2026; two fifths of his December 6, 2017 award, expiring on December 6, 2027; and three fifths of his December 5, 2018 award, expiring on December 5, 2028.

~~(6)~~Upon Michael P. Zechmeister's hire as chief financial officer in August 2019, C.H. Robinson awarded him a special one-time based restricted stock unit award. This one-time award vests ratably on the anniversaryend of the ~~grant date over three years, contingent on Mr. Zechmeister's continued service and was intended to serve as a replacement~~five-year vesting period. $987,566 is deferred until the earlier of ~~equity awards Mr. Zechmeister forfeited from his previous employer. If Mr. Zechmeister separates from service other than due to death, disability, or change in control prior to September 3, 2022,~~one year following the ~~unvested restricted stock units will be forfeited back to the company. One-third~~end of the ~~vested restricted stock units will be delivered annually to Mr. Zechmeister on September 3 in~~three-year vesting period or two years after termination of employment. $468,823 was not deferred.

(3)$1,385,486 is deferred until the ~~years 2020-2022. The fair value is established on~~earlier of one year following the ~~market price of our common stock on the date of grant.~~

~~(7)~~Upon Michael J. Short’s promotion to president of Global Freight Forwarding in May 2015, C.H. Robinson awarded him a special one-time based restricted shares award. This one-time award vests ratably on the anniversary on the grant date over five years, contingent on Mr. Short’s continued service and was intended to serve as a retention tool for Mr. Short. If Mr. Short separates from service other than due to death, disability, or change in control prior to May 31, 2020, the unvested shares will be forfeited back to the company. One-halfend of the ~~vested shares will be delivered to Mr. Short on May 31, 2020 and~~three-year vesting period or two years after termination of employment. $851,559 was not deferred.

(4)$252,248 is deferred until the ~~remaining half on May 31, 2021. The fair value is established on~~earlier of two years after termination of employment or two years following the ~~market price of our Common Stock on the date~~end of the ~~grant, discounted for post-vesting holding restrictions.~~five-year vesting period. $922,192 is deferred until the earlier of one year following the end of the three-year vesting period or two years after termination of employment.

(5)$236,591 is deferred until the earlier of two years after termination of employment or two years following the end of the five-year vesting period. $778,077 deferral occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment.


36						~~2020 Proxy Statement~~

~~2019 EXECUTIVE COMPENSATION~~

~~Option Exercises and Stock Vested During 2019~~

Name of Executive Officer
No. of Shares
Acquired on
Exercise or Vesting
Value Realized
Upon Exercise
or Vesting
Grant Date Fair
Value Previously
Reported in
Summary
Compensation
Table
Robert C. Biesterfeld Jr. Options 0 $ 0 $ 0
Stock 0 0 0
John P. Wiehoff Options 0 0 0
Stock 0 0 0
Andrew C. Clarke Options 0 0 0
Stock 0 0 0
Scott S. Hagen Options 0 0 0
Stock 0 0 0
Michael P. Zechmeister Options 0 0 0
Stock 0 0 0
Christopher J. O’Brien Options 0 0 0
Stock 0 0 0
Mac S. Pinkerton Options 0 0 0
Stock 0 0 0
Michael J. Short Options 2,412 64,632 28,533
Stock 1,861 (1) 148,191 96,772

~~(1)These shares vested pursuant to a time based shares award.~~


~~2020 Proxy Statement~~						37

~~2019 EXECUTIVE COMPENSATION~~

Nonqualified Deferred Compensation⁽¹⁾


Name of Executive Officer	Name of Executive Officer	Executive Contributions in 2019		Registrant Contributions in 2019⁽²⁾		Aggregate Earnings in 2019		Aggregate Withdrawals/ Distributions		Aggregate Balance at December 31, 2019⁽³⁾		Name of Executive Officer	Executive Contributions in 2022		Registrant Contributions in 2022(2)		Aggregate Earnings (Loss) in 2022		Aggregate Withdrawals/ Distributions		Aggregate Balance at December 31, 2022(2)
Robert C. Biesterfeld Jr.	Robert C. Biesterfeld Jr.	$	0	$	2,251,376	$	(471,154)	$	(79,011)	$	5,594,663	Robert C. Biesterfeld Jr.		$0		$6,664,231		($2,084,783)		($213,034)		$18,948,342
John P. Wiehoff		0		0		(3,454,126)		$	(1,064,697)	58,702,411
Andrew C. Clarke		0		0		(202,675)		$	0	2,690,862
Scott S. Hagen		0		0		(43,686)		$	(72,766)	609,413
Michael P. Zechmeister	Michael P. Zechmeister	0		1,850,228		(86,818)		$	0	1,763,410		Michael P. Zechmeister		—		1,684,864		(466,245)		—		4,497,244
Christopher J. O’Brien		0		0		(642,151)		$	(266,261)	5,430,208
Arun D. Rajan												Arun D. Rajan		—		1,862,440		(239,258)		—		3,428,006
Mac S. Pinkerton	Mac S. Pinkerton	0		59,940		(162,456)		$	(212,922)	2,284,457		Mac S. Pinkerton		—		1,510,076		(603,428)		(252,910)		4,806,534
Michael J. Short	Michael J. Short	0		0		(228,309)		$	0	3,031,188		Michael J. Short		—		1,346,691		(588,731)		(159,686)		4,652,805

(1)All awards referred to in this table are in the form of ~~performance based~~performance-based restricted shares, ~~except Mr. Short’s 2015 time based restricted share award~~performance stock units, and ~~Mr. Zechmeister's 2019 time based~~ restricted stock ~~units award.~~units.

(2)~~All values in this column represent the closing market price of the company stock on the grant date of the restricted share award.~~

~~(3)~~All values in this column are based on the closing market price of the company stock as of December 31, ~~2019.~~


38						~~2020 Proxy Statement~~

~~2019 EXECUTIVE COMPENSATION~~

2022.

Potential Payments Upon Termination or Change in Control

The company does not have a separate severance pay plan for NEOs. As part of Mr. Zechmeister's employment agreement, he would have received a payment of $700,000 if his employment was terminated other than for documented performance or misconduct issues, or if his role and associated compensation was substantially changed without his consent, on December 31, 2019. See the ~~disclosure made~~description of the Severance Plan under the heading ~~Employment Agreements,~~Executive Separation and Change in Control Plan, page 2265, for further information related to ~~Mr. Zechmeister's employment agreement, including the terms and timing for the~~ potential severance ~~payment~~payments and equity acceleration described ~~above.~~in the table below.

The following table lists the potential value of severance and bonus payments, and accelerated vesting of unvested ~~performance based~~PSU and performance-based restricted share awards and time based stock ~~options~~option awards upon a change in control, or a termination of employment without cause or good reason, or in the case of change in control, death, or disability of our NEOs. For this purpose, change in control is defined as (i) the ownership by a person or entity of more than ~~50 percent~~50% of the ~~Common Stock~~common stock of the company, (ii) the completion of a merger or consolidation or sale of all or substantially all of the company’s assets where the company’s directors and shareholders prior to the transaction do not comprise at least ~~60 percent~~60% of the board of the surviving entity and ~~60 percent~~60% of its shareholder base, respectively, or (iii) a majority of the Board of Directors are no longer “continuing directors”. The amounts listed are calculated based on the assumption that the NEOs’ employment was terminated or that a change in control occurred on December 31, ~~2019,~~2022, the last day of our reporting year. C.H. Robinson does not gross up payments to executive officers due to a change in control.


~~Name of Executive Officer~~	~~Benefits and Payments Upon Termination~~	~~Change in Control, Death, or Disability~~
~~Robert C. Biesterfeld Jr.~~	~~Vesting of nonvested stock options~~	$	~~104,800~~
	~~Vesting of nonvested restricted shares~~	~~3,916,178~~		��
~~John P. Wiehoff~~	~~Vesting of nonvested stock options~~	~~526,462~~
	~~Vesting of nonvested restricted shares~~	~~6,536,269~~
~~Andrew C. Clarke~~⁽¹⁾	~~Vesting of nonvested stock options~~	~~96,479~~
	~~Vesting of nonvested restricted shares~~	~~1,232,119~~
~~Scott S. Hagen~~	~~Vesting of nonvested stock options~~	~~18,665~~
	~~Vesting of nonvested restricted shares~~	~~203,398~~
~~Michael P. Zechmeister~~	~~Vesting of nonvested stock options~~	0
	~~Vesting of nonvested restricted shares~~	~~1,763,410~~
~~Christopher J. O’Brien~~	~~Vesting of nonvested stock options~~	~~103,876~~
	~~Vesting of nonvested restricted shares~~	~~1,201,934~~
~~Mac S. Pinkerton~~	~~Vesting of nonvested stock options~~	~~53,302~~
	~~Vesting of nonvested restricted shares~~	~~705,677~~
~~Michael J. Short~~	~~Vesting of nonvested stock options~~	~~102,953~~
	~~Vesting of nonvested restricted shares~~	~~1,291,160~~


2023 Proxy Statement			71

Executive Compensation


Name of Executive Officer	Benefits and Payments Upon Termination	Death or Disability(2)		Termination Without Cause or For Good Reason in Connection with CIC(3)		Termination Without Cause or For Good Reason Not in Connection with CIC(4)
Robert C. Biesterfeld Jr.(1)	Vesting of nonvested stock options		$–		$–		$1,427,522
	Vesting of nonvested restricted shares and units		—		—		12,367,650
	Severance		—		—		2,242,816
	Annual target bonus		—		—		—
Michael P. Zechmeister	Vesting of nonvested stock options		493,998		—		493,998
	Vesting of nonvested restricted shares and units		3,115,237		—		3,115,237
	Severance		—		1,520,044		1,150,044
	Annual target bonus		—		1,258,000		—
Arun D. Rajan	Vesting of nonvested stock options		—		—		—
	Vesting of nonvested restricted shares and units		4,513,804		—		4,513,804
	Severance		—		1,722,816		1,302,816
	Annual target bonus		—		1,680,000		—
Mac S. Pinkerton	Vesting of nonvested stock options		323,136		—		323,136
	Vesting of nonvested restricted shares and units		2,808,603		—		2,808,603
	Severance		—		1,292,816		980,316
	Annual target bonus		—		1,062,500		—
Michael J. Short	Vesting of nonvested stock options		250,419		—		250,419
	Vesting of nonvested restricted shares and units		2,415,902		—		2,415,902
	Severance		—		1,292,816		980,316
	Annual target bonus		—		1,062,500		—

(1)~~Upon~~ Mr. ~~Clarke's~~Biesterfeld’s service with the company ended on January 1, 2023 due to an involuntary termination ~~on March 31, 2019~~without cause. Therefore, only those payments and ~~per the terms~~benefits that are tied to an involuntary termination without cause not in connection with a change in control are included in this table for Mr. Biesterfeld.

(2)PSUs vest at target for death/disability.

(3)PSUs vest at better of ~~the award agreements, Mr. Clarke executed~~actual or target upon a ~~two-year non-competition provision in favor~~CIC; includes 24 months of ~~the Company, which entitles him to two calendar years~~COBRA premiums.

(4)Includes 24 months of ~~additional vesting of his unvested stock options and two years of additional vesting on his unvested performance shares, but not to exceed the five year vesting period for any award.~~

COBRA premiums.


~~2020 Proxy Statement~~72						39

~~2019 EXECUTIVE COMPENSATION~~

~~COMPENSATION COMMITTEE REPORT~~

~~The~~Executive Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section with C.H. Robinson management and concurs that it accurately represents the compensation philosophy of the company. Based on its review and discussion with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis section be included in this Proxy Statement. The Compensation Committee charter is posted on the Investor Relations page of the C.H. Robinson Worldwide website at www.chrobinson.com.


			~~Wayne M. Fortun, Chair~~ ~~Timothy C. Gokey~~ ~~Mary J. Steele Guilfoile~~ ~~Jodee A. Kozlak~~ ~~James B. Stake~~ ~~Paula C. Tolliver~~

			~~The Members of the Compensation Committee~~ ~~of the Board of Directors~~


40						~~2020 Proxy Statement~~

~~2019 EXECUTIVE COMPENSATION~~

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our ~~employees~~median employee and the annual total compensation of Robert C. Biesterfeld Jr., our ~~chief executive officer (the “CEO”).~~former President and CEO.

For ~~2019,~~2022, our last completed fiscal year:

•àthe annual total compensation, calculated in accordance with the rules applicable to the Summary Compensation Table included on page 66 of this Proxy Statement, of our median employee was $62,752; and

àthe annual total compensation of our ~~median employee was $59,086; and~~

•~~the annual total compensation of our~~former CEO, as reported in the Summary Compensation Table, ~~included on page 32 of this proxy statement,~~ was ~~$5,065,928.~~$10,529,870.

Based on this information, for ~~2019,~~2022, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was ~~86:~~168:1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K.

While conducting our ~~2019~~2022 pay ratio analysis, the company determined that we could use the same median employee that we identified last year in our ~~2018~~2021 pay ratio analysis. That median employee was identified on December 31, 2021. We do not believe there has been any change in either our employee population or our employee compensation arrangements or practices that we believe would significantly impact our ~~2019~~2022 pay ratio disclosure. Similarly, there has been no change in our original median employee’s circumstances that we reasonably believe would result in a significant change in our ~~2019~~ pay ratio disclosure. ~~We completed~~


2023 Proxy Statement			73

Executive Compensation

Pay Versus Performance

As discussed in the CD&A above, our ~~2019 pay ratio analysis as~~compensation framework and pay-for-performance practices provide appropriate incentives to our executive officers to achieve our financial goals and align our executives with our shareholders’ interests. A substantial portion of ~~February 18, 2020.~~

~~RELATED PARTY TRANSACTIONS~~

~~Our Audit Committee, pursuant~~our NEOs’ realized compensation is linked to the ~~company’s written policy~~achievement of our financial, operational, and ~~procedures regarding transactions~~strategic objectives, and to align our executive pay with ~~related parties, is responsible for reviewing, approving, and/or ratifying any transaction involving the company with related persons. As defined~~changes in the ~~policy, (i) a “related person” includes all directors~~value of our shareholders’ return. The following tables provide additional compensation information for our NEOs, calculated in accordance with SEC regulations, for the years ended December 31, 2022, 2021, and ~~executive officers~~2020:


	Summary Compensation Table Total for CEO(1)		Compensation Actually Paid to CEO(2)	Average Summary Compensation Table Total for Non-CEO NEOs(3)	Average Compensation Actually Paid to Non-CEO NEOs(2)(3)	Value of Initial Fixed $100 Investment (4) based on:		Net Income ($ in 000’s)	Adjusted Operating Margin(6)
Year						Total Shareholder Return	Peer Group Total Shareholder Return(5)
2022		$10,529,870	$9,724,702	$3,425,442	$3,231,790	$125	$101	$940,524	35.3	%
2021		10,233,276	13,016,105	3,328,925	4,066,077	144.14	126.45	844,245	34.3	%
2020		5,432,670	7,581,756	1,891,881	2,370,415	123.02	104.41	506,421	27.9	%

(1)Amounts reported are the total compensation reported for Robert C. Biesterfeld Jr. in the Summary Compensation Table. Robert C. Biesterfeld Jr. served as our CEO for each of the ~~company, any nominee~~years presented.

(2)Amounts reported represent the amount of “Compensation Actually Paid”, as computed in accordance with SEC rules. Our CEO does not participate in a pension plan; therefore, we did not report a change in pension value for ~~director, and any immediate family members of~~ any of the ~~foregoing persons,~~years reflected in this table, and a deduction from the Summary Compensation Table total related to pension value is not needed. Compensation Actually Paid to CEO reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:


	2022	2021	2020
Compensation Reported in Summary Compensation Table	$10,529,870	$10,233,276	$5,432,670
Less: Value of awards reported in Summary Compensation Table	(6,477,576)	(5,924,530)	(4,074,949)
Plus: Year-end value of awards granted during the period that are unvested and outstanding	4,962,627	5,494,531	4,737,018
Plus: Year-end value of awards granted during the period that vested in the period	2,220,560	1,840,763	521,649
Plus: Increase (decrease) in fair value of equity awards that were granted during a prior period that vested	(597,907)	780,905	158,698
Plus: Increase (decrease) in fair value of equity awards that were granted during a prior period that remain unvested and outstanding	(912,872)	591,160	985,472
Less: Prior year fair value of awards that were granted during a prior period that failed to vest	—	—	(178,802)
Total Adjustments	(805,168)	2,782,829	2,149,086
Compensation Actually Paid	$9,724,702	$13,016,105	$7,581,756

(3)Amounts reported are the total compensation reported for Michael P. Zechmeister, Arun D. Rajan, Mac S. Pinkerton, and Michael J. Short for 2022 and 2021. Amounts reported are the total compensation reported for Michael P. Zechmeister, Christopher J. O’Brien, Mac S. Pinkerton, and Michael J. Short for 2020. Average Compensation Actually Paid to Non-CEO NEOs reflects the following adjustments from Average Total Compensation reported in the Summary Compensation Table:


	2022	2021	2020
Compensation Reported in Summary Compensation Table	$3,425,442	$3,328,925	$1,891,881
Less: Value of awards reported in Summary Compensation Table	(1,678,375)	(2,003,480)	(1,039,562)
Plus: Year-end value of awards granted during the period that are unvested and outstanding	1,287,775	1,717,221	1,211,225
Plus: Year-end value of awards granted during the period that vested in the period	569,859	731,361	130,315
Plus: Increase (decrease) in fair value of equity awards that were granted during a prior period that vested	(150,241)	183,273	54,967
Plus: Increase (decrease) in fair value of equity awards that were granted during a prior period that remain unvested and outstanding	(222,670)	108,777	225,452
Less: Prior year fair value of awards that were granted during a prior period that failed to vest	—	—	(103,863)
Total Adjustments	(193,652)	737,152	478,534
Compensation Actually Paid	$3,231,790	$4,066,077	$2,370,415


74

Executive Compensation

(4)Total shareholder return as ~~well as shareholders who beneficially own greater than five percent~~calculated based on a fixed investment of one hundred dollars measured from the market close on December 31, 2019 (the last trading day of 2019) through and including the end of the fiscal year for each year reported in the table.

(5)Our peer group used for the TSR calculation is the NASDAQ Transportation Index, which is the industry index used to show our performance in our Form 10-K.

(6)Our company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link Compensation Actually Paid to our NEOs for fiscal 2022 to our company’s ~~Common Stock~~performance, is adjusted operating margin.

Tabular List of Important Financial Performance Measures

The following table lists the most important financial performance measures we used to link Compensation Actually Paid to the NEOs for fiscal 2022 to our performance:

Financial Performance Measures



Adjusted Pre-tax Income (APTI)(1)
Diluted Earnings Per Share
Adjusted Gross Profit(2)
Adjusted Operating Margin(2)

(1)Adjusted pre-tax income is a non-GAAP financial measure. Refer to page 54 for further discussion of APTI including a reconciliation to Income before provision for income taxes.

(2)Additional information about adjusted gross profit and ~~their immediate family members;~~adjusted operating margin, including a reconciliation to gross profit and ~~(ii) a “transaction” includes but~~operating margin, is ~~not limited to any financial transaction, arrangement, or relationship. A transaction does not include any compensation arrangement with an executive officer or director~~available in our annual report on Form 10-K for the year ended December 31, 2022.

Relationship Between Pay and Performance

We believe the “Compensation Actually Paid” in each of the ~~company that has been approved or authorized by~~years reported above and over the ~~Compensation Committee. In determining whether to approve or ratify a related party transaction, the Audit Committee will consider, among other things, the business purpose and terms~~three-year cumulative period are reflective of the ~~transaction,~~Talent & Compensation Committee’s emphasis on “pay-for-performance” as the ~~process used~~“Compensation Actually Paid” fluctuated year-over-year, primarily due to ~~evaluate~~ the ~~transaction,~~result of our stock performance and our varying levels of achievement against pre-established performance goals under our Annual Cash Incentive Program and our Equity Compensation Program. The charts below reflect that Compensation Actually Paid aligns to trends in ours and the ~~significance of~~NASDAQ Transportation Index total shareholder return, net income, and adjusted operating margin results over the ~~interests and amounts involved~~same periods.


2023 Proxy Statement			75

Executive Compensation

Company Actually Paid versus Total Shareholder Return

(1)Total shareholder return in the ~~transaction.~~above chart, reflects the cumulative return of $100 as if invested on December 31, 2019, including reinvestment of any dividends.

One of our directors, Brian P. Short, is the president, chief executive officer and, with a number of his family members, holds a controlling interest in AMMF, a privately held trucking and transportation services company. In 2019, C.H. Robinson engaged AMMF in the ordinary course of business as a contracted motor carrier to haul approximately 777 truckloads. The company paid approximately $1,756,000 to AMMF for these services, which represented just more than one percent of AMMF’s revenues for 2019. Management reported to the Audit Committee that the prices paid for the transportation services provided by AMMF were negotiated by 12 separate offices and were consistent with similar loads carried by other third-party vendors using comparable equipment. The transaction with Mr. Short was approved by the Audit Committee in accordance with the policy described above.

~~The Board of Directors and the Governance Committee also considered C.H. Robinson’s transactions with AMMF in its assessment of Mr. Short’s independence.~~Company Actually Paid versus Total Net Income


76

Executive Compensation

Company Actually Paid versus Adjusted Operating Margin %


2023 Proxy Statement			77


~~2020 Proxy Statement~~

	Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Named Executive Officers As described in Proposal 2 above, C.H. Robinson’s shareholders are being provided with the opportunity to vote on a non-binding proposal to approve the compensation of the company’s NEOs. Proposal 3 offers shareholders the opportunity to cast a non-binding advisory vote on the frequency with which C.H. Robinson’s shareholders will vote to approve the compensation of the company’s NEOs. We are required to hold an advisory vote on the frequency of future advisory votes on executive compensation at least once every six years. When we last held this advisory vote in 2017, shareholders voted for every one year as the frequency of future advisory votes to approve executive compensation, and the Board implemented this standard. The Board continues to agree that an annual advisory vote on the compensation of its NEOs is the most appropriate policy at this time. We believe that annual advisory votes will allow our shareholders to more directly respond to the compensation philosophies and programs disclosed in each proxy statement, which will make the results of the vote more relevant and meaningful to the Board of Directors. While the Board recommends an annual advisory vote to approve executive compensation, shareholders may vote to hold the advisory vote every one year, two years, or three years. Shareholders may also abstain from voting on this proposal. As an advisory vote, Proposal 3 is not binding upon C.H. Robinson. However, the Board of Directors values the opinions expressed by shareholders in their vote on this matter and will consider the outcome of the vote when making decisions regarding the frequency of future advisory votes on executive compensation. The frequency (every 1 Year, 2 Years, or 3 Years) that receives the highest number of votes will be deemed the choice of the shareholders.	41


	BOARD VOTING RECOMMENDATION The Board of Directors recommends that shareholders vote for “1 YEAR” as the frequency for future advisory votes on the compensation of named executive officers.

~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~

The following table contains information regarding beneficial ownership of C.H. Robinson’s Common Stock as of March 2, 2020, by (i) each person who is known by the company to own beneficially more than five percent of the Common Stock, (ii) each director or nominee, and each NEO of the company named in the Summary Compensation Table and (iii) all current company directors and executive officers as a group. Unless otherwise noted, the shareholders listed in the table have sole voting and investment powers with respect to the shares of Common Stock owned by them. Percentage ownership of our management is based on 134,856,401 shares of our Common Stock issued and outstanding on March 2, 2020. Percentage ownership of our largest shareholders is based on the percentages set forth in the Schedule 13G/As referenced below.

Number of
Shares
Beneficially
Owned⁽¹⁾
Percentage of Outstanding Shares

Number of Performance Shares Granted⁽²⁾

The Vanguard Group⁽³⁾
100 Vanguard Blvd.
Malvern, PA 19355
17,940,395 13.26%
BlackRock Inc.⁽⁴⁾
55 East 52nd Street
New York, NY 10055
12,232,179 9.00%
State Street Corporation⁽⁵⁾
State Street Financial Center
One Lincoln Street
Boston, MA 02111
8,713,343 6.44%
First Eagle Investment Management, LLC⁽⁶⁾
1345 Avenue of the Americas
New York, NY 10105
8,547,051 6.32%
Robert C. Biesterfeld Jr.⁽⁷⁾
137,542 0.10% 106,154
John P. Wiehoff⁽⁸⁾
1,399,519 1.04% 747,555
Andrew C. Clarke⁽⁹⁾
103,661 0.08% 33,609
Scott S. Hagen⁽¹⁰⁾
31,559 0.02% 7,665
Michael P. Zechmeister⁽¹¹⁾
20,582 0.02% 22,132
Christopher O’Brien⁽¹²⁾
189,983 0.14% 76,435
Mac S. Pinkerton⁽¹³⁾
99,374 0.07% 36,305
Michael J. Short⁽¹⁴⁾
76,097 0.06% 36,476
Scott P. Anderson 18,528 0.01%
Wayne M. Fortun 39,945 0.03%
Timothy C. Gokey 6,493 0.00%
Mary J. Steele Guilfoile 13,342 0.01%
Jodee A. Kozlak 14,269 0.01%
Brian P. Short 60,276 0.04%
James B. Stake 21,465 0.02%
Paula C. Tolliver 3,781 0.00%
All current executive officers and directors as a group (20 people) 2,459,964 1.82% 1,223,437


78

~~(1)~~Beneficial ownership is determined in accordance with rules of the Securities and Exchange Commission and generally includes voting power and/or investment power with respect to securities. Shares of Common Stock subject to options currently exercisable within 60 days of March 2, 2020, are deemed outstanding for computing the percentage beneficially owned by the person holding such options but are not deemed outstanding for computing the percentage beneficially owned by any other person.

~~(2)The figures in this column represent the performance based restricted shares and units granted to the NEOs and the other executive officers of the company.~~


42						~~2020 Proxy Statement~~

~~(3)~~Disclosure is made in reliance upon a statement on Schedule 13G filed with the Securities and Exchange Commission on February 11, 2020. The Vanguard Group, Inc., filing as an investment adviser in accordance with Rule 240.13d-1(b)(ii)(E), has sole voting power over 208,341 shares, shared voting power over 54,966 shares, sole dispositive power over 17,691,098 shares, and shared dispositive power over 249,297.

~~(4)~~Disclosure is made in reliance upon a statement on Schedule 13G filed with the Securities and Exchange Commission on February 4, 2020. BlackRock, Inc., filing as a parent holding company or control person in accordance with Rule 240.13d-1(b)(1)(ii)(G), has sole voting power over 10,601,173 shares and sole dispositive power over 12,232,179 shares. BlackRock, Inc. reported that various persons have the right to receive or the power to direct to receive the proceeds for the sale of Common Stock, but that no single person’s interests in the Common Stock is more than five percent of the total outstanding Common Stock.

~~(5)~~Disclosure is made in reliance upon a statement on Schedule 13G filed with the Securities and Exchange Commission on February 14, 2020, by State Street Corporation, filing as a parent holding company or control person in accordance with Rule 240.13d-1(b)(1)(ii)(G), has shared voting power over 7,709,428 shares and shared dispositive power over 8,712,314 shares.

~~(6)~~Disclosure is made in reliance upon a statement on Schedule 13G filed with the Securities and Exchange Commission on February 10, 2020, by First Eagle Investment Management, LLC, filing as an investment adviser in accordance with Rule 240.13d-1(b)(ii)(E), has sole voting power over 8,017,269 shares and sole dispositive power over 8,547,051 shares.

~~(7)Includes 112,190 shares underlying performance-based and time based stock options exercisable within 60 days.~~

~~(8)Includes 26,000 shares owned by Mr. Wiehoff’s spouse and includes 620,459 shares underlying performance-based and time based stock options exercisable within 60 days.~~

~~(9)Includes 85,349 shares underlying performance-based and time based stock options exercisable within 60 days.~~

~~(10)Includes 25,038 shares underlying performance-based and time based stock options exercisable within 60 days.~~

~~(11)Includes 8,392 shares underlying time based stock options exercisable within 60 days.~~

~~(12)Includes 1,309 shares owned by Mr. O'Brien's spouse and includes 127,312 shares underlying performance-based and time based stock options exercisable within 60 days.~~

~~(13)Includes 74,090 shares underlying performance-based and time based stock options exercisable within 60 days.~~

~~(14)Includes 51,936 shares underlying performance-based and time based stock options exercisable within 60 days.~~

~~2020 Proxy Statement~~

~~DELINQUENT SECTION 16(a) REPORTS~~

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the company’s executive officers and directors and persons who beneficially own more than ten percent of the company’s Common Stock to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission. Such executive officers, directors, and greater than ten percent beneficial owners are required by the regulations of the Securities and Exchange Commission to furnish the company with copies of all Section 16(a) reports they file.

Based solely on a review of the copies of such reports furnished to the company and written representations from the executive officers and directors, we believe that all Section 16(a) filing requirements applicable to our executive officers and directors and greater than 10 percent beneficial owners were complied with within 2019.


44						~~2020 Proxy Statement~~

~~AUDIT COMMITTEE REPORT~~

The Audit Committee operates under a written charter adopted by the Board of Directors. A copy of the charter can be found on the Investor Relations page of the C.H. Robinson website at www.chrobinson.com. The Audit Committee of the company’s Board of Directors is comprised of the following independent directors: Scott P. Anderson, Timothy C. Gokey, Brian P. Short, James B. Stake, and Paula C. Tolliver. The Board of Directors has reviewed the status of each of the members of its Audit Committee and has confirmed that each meets the independence requirements of the current Nasdaq listing standards that apply to Audit Committee members, and that Messrs. Anderson, Gokey, Short, and Stake, and Ms. Tolliver each qualifies as an “Audit Committee Financial Expert,” as defined by the Securities and Exchange Commission.

Management is responsible for the company’s internal controls and the financial reporting process. C.H. Robinson’s independent registered public accounting firm is responsible for performing an independent audit of our financial statements in accordance with generally accepted auditing standards and to issue a report thereon. The Audit Committee’s responsibility is to hire, monitor, and oversee the independent auditors.

In this context, the Audit Committee has met and held discussions with management and Deloitte & Touche LLP, the company’s independent accountant for the fiscal year ending December 31, 2019. Management represented to the Audit Committee that the company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent accountant. The Audit Committee discussed with the independent accountant matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission.

Our independent accountant also provided to the Audit Committee the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding our independent accountant communications with the Audit Committee concerning independence, and the Audit Committee discussed with the independent accountant the independent accountant’s independence. The Audit Committee also considered whether the provision of any non-audit services was compatible with maintaining the independence of Deloitte & Touche LLP as the company’s independent auditor.

Based upon the Audit Committee’s discussions with management and the independent accountant, the Audit Committee’s review of the representation of management, and the report of the independent accountant to the Audit Committee, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission.


			~~James B. Stake, Chair~~ ~~Scott P. Anderson~~ ~~Timothy C. Gokey~~ ~~Brian P. Short~~ ~~Paula C. Tolliver~~

			~~The Members~~Proposal 4: Ratification of the Selection of Independent Auditors The Audit Committee of has selected Deloitte & Touche LLP as the ~~Board of Directors~~


~~2020 Proxy Statement~~						45

~~PROPOSAL TWO: ADVISORY VOTE ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY”)~~

C.H. Robinson is providing its shareholders the opportunity to cast a non-binding advisory vote on the compensation of its NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion in this Proxy Statement. This advisory vote is provided as required by section 14A of the Securities Exchange Act of 1934, as amended. C.H. Robinson, with guidance and oversight from our Compensation Committee, has adopted an executive compensation philosophy that is intended to be consistent with our overall compensation approach and to achieve the following goals:

1)~~provide a level of total compensation necessary to attract, retain, and motivate high quality executives;~~

2)~~pay incentive compensation aligned with company earnings at various levels;~~

3)~~emphasize both team and company performance;~~

4)~~balance incentive compensation to achieve both short-term and long-term profitability and growth; and~~

5)~~encourage executives to make long-term career commitments to C.H. Robinson and our shareholders.~~

We believe that our executive compensation program is aligned with the long-term interests of our shareholders. In considering this proposal, we encourage you to review the 2020 Compensation Discussion and Analysis section of this Proxy Statement and related compensation tables and narrative discussion beginning on page 14. It provides detailed information on our executive compensation, including our compensation philosophy and objectives and the 2020 compensation of our NEOs.

C.H. Robinson has requested shareholder approval of the compensation of our NEOs on an annual basis. Our compensation disclosures, including our Compensation Discussion and Analysis, compensation tables, and discussion in this Proxy Statement, are done in accordance with the Securities and Exchange Commission’s compensation disclosure rules.

As an advisory vote, this Proposal Two is non-binding. However, the Board of Directors and the Compensation Committee value the opinions of our shareholders and will consider the results of the vote when making future compensation decisions for our NEOs.

~~BOARD VOTING RECOMMENDATION~~

~~The Board of Directors recommends a vote FOR the approval of the compensation of our NEOs.~~


46						~~2020 Proxy Statement~~

~~PROPOSAL THREE: RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS~~

~~The Audit Committee has selected Deloitte & Touche LLP as the independent registered public accountant firm for C.H. Robinson for the fiscal year ending December 31, 2020.~~independent registered public accountant firm for C.H. Robinson for the fiscal year ending December 31, 2023. Representatives of Deloitte & Touche LLP will be present at our Annual Meeting, will have an opportunity to make a statement if they desire to do so, and will be available to answer shareholder questions. If the appointment of Deloitte & Touche LLP is not ratified by the shareholders, the Audit Committee is not obligated to appoint other accountants, but the Audit Committee will give consideration to such unfavorable vote.

BOARD VOTING RECOMMENDATION

The Board of Directors recommends a vote FOR ratification of the selection of Deloitte & Touche LLP as the company’s independent auditor for the year ending December 31, 2023.

Independent Auditors’ Fees

The following table summarizes the total fees for audit services provided by the independent auditor for the audit of our annual consolidated financial statements for the years ended December 31, ~~2019,~~2022, and December 31, ~~2018.~~2021. The table also includes fees billed for audit related, tax, and other services provided by the independent auditor during the same periods.


Fees	Fees	2019		2018		Fees	2022	2021
Audit Fees⁽¹⁾	Audit Fees⁽¹⁾	$	2,228,175	$	1,884,581	Audit Fees(1)	$2,423,181	$2,252,419
Audit-Related Fees⁽²⁾	Audit-Related Fees⁽²⁾	233,452		342,290		Audit-Related Fees(2)	44,041	291,499
Tax Fees⁽³⁾	Tax Fees⁽³⁾	458,511		907,416		Tax Fees(3)	189,481	71,618
Other Fees⁽⁴⁾		22,606		0
All Other Fees						All Other Fees	—	—
Total	Total	$	2,942,744	$	3,134,287	Total	$2,656,703	$2,615,536


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Company Culture			àGoing above and beyond is part of our culture. We deliver exceptional results by building on our fast-paced, service-driven, inclusive culture, where cross-functional collaboration and the pursuit of common goals unites us. As such, we empower our people to do their best work and develop the skill sets and capabilities to win, always guided by our EDGE values (evolve constantly, deliver excellence, grow together, and embrace integrity). These values are brought to life through our Leadership Principles: Adapt and Change; Constantly Innovate and Improve; Deliver Exceptional Results; Compete to Win; Value Differences; Inspire, Coach and Develop our People; and Think Like the Customer. Our Leadership Principles are unique to us and provide a shared understanding of what it means to lead at C.H. Robinson; they reinforce our culture and help drive exceptional results.


Talent Strategies			àOur talent strategy enables our organization’s focus on scalability through the right talent that is aligned, incented, and skilled to drive business results. Our strategic priorities for talent include the following: 1. Build a strong and diverse leadership team for now and the future. 2. Leverage workforce planning. 3. Right skill our people for the future. 4. Align incentives to drive outcomes. 5. Build an inclusive workplace that promotes optimal performance.


Environmental, Social & Governance			àC.H. Robinson works to create resilient, sustainable supply chains that drive the global economy and make a positive impact on our people, customers, carriers, communities, and planet. àIn spring 2023, we will issue our latest Environmental, Social, and Governance (ESG) Report, and in summer of 2023, we will publish our second annual Task Force on Climate-related Financial Disclosures (TCFD) Report. The TCFD Report is in alignment with the recommendations set forth by the TCFD and is organized by the four TCFD recommendation pillars: Governance, Risk Management, Strategy, and Metrics and Targets. Our ESG Report, which will include disclosures aligned to the Sustainability Accounting Standards Board (SASB), as well as the TCFD will, among other things, outline significant progress on our ESG objectives: •Publicly reporting Scope 1, 2, and 3 emissions •Progress toward science-aligned climate goal •Advances in diversity, equity, and inclusion initiatives •Engagement opportunities for employees, customers, and industry partners on environmental and social topics


PROPOSAL 1
Election of Directors
The Board recommends a vote FOReach director nominee.						àSee page 12



“C.H. Robinson continues to be uniquely positioned to deliver an unparalleled experience for our customers and carriers and is leveraging an unmatched combination of global scale and services, expertise, data, and technology to drive profitable growth.” Jodee Kozlak,Chair of the Board


Letter from Independent Chair						1
Notice of 202 3 Annual Meeting of S hareholde rs						4
About C.H. Robinson						5
Voting Roadmap						9

PROPOSAL 1
Election of Directors						12

Board Skills, Experience , and Attributes						13
Director Nominee Biographies and Qualifications						14
Board Refreshment and Nomination Process						25
Director Independence						27

Corporate Governance						28
Introduction						28
Board Structure						29
Role of the Board of Directors						35
Other Corporate Governance Policies, Practices , and Processes						39

Compensation of Directors						40
Overview						40
2022 Director Compensation Table						41

PROPOSAL 2
Advisory Vote on the Compensation of Named Executive Officers (“Say-on-Pay”)						42

Executive Compensation						43
Executive Summary						43
Executive Transitions						49


2022 Elements of Compensation						49
2022 Named Executive Officer Compensation						53
Compensation Process						61
Additional Compensation Policies and Practices						64
Talent & Compensation Committee Report						65
Executive Compensation Tables						66

PROPOSAL 3
Advisory Vote on the Frequency of Future Advisory Vot e s on the Compensation of Named Executive Officers						78

PROPOSAL 4
Ratification of the Selection of Independent Auditors						79

Independent Auditors’ Fees						79
Pre-approval Policy						80
Audit Committee Report						81

Security Ownership and Related Information						82
Security Ownership of Certain Beneficial Owners and Management						82

Related Party Transactions						84

Additional Information						85
Proxy Statement for the 2023 Annual Meeting of Shareholders						85
Questions and Answers about the Annual Meeting						85
Other Information						88



Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 4, 2023.The Proxy Statement and the Annual Report are available at www.proxyvote.com.


Total Revenues ($) (in billions) [+7% Y/Y]			Adjusted Gross Profits ($)(1) (in billions) [+14% Y/Y]


Income from Operations ($) (in millions) [+17% Y/Y]			Diluted Earnings Per Share ($) [+17% Y/Y]


Cash Flow from Operations ($) (in millions)			Capital Distribution ($) (in millions)


Industry classifications often label us as a transportation company. In reality, C.H. Robinson is unique from traditional asset-owning transportation companies because we deliver a global suite of solutions without an owned fleet. It’s our adaptable model that uniquely positions us to meet the needs of dynamic supply chain environments—excelling in even the most demanding situations. See some of the key areas we are focusing on today.


				Director Since	Committee Membership
Director Name		Independent	Age		AC	TCC	GC	CAPC
	Scott P. Anderson Interim Chief Executive Officer; Former CEO of Patterson Companies		56	2012
	James J. Barber, Jr. Retired Chief Operating Officer, United Parcel Service		62	2022
	Kermit R. Crawford Retired President and Chief Operating Officer, Rite Aid		63	2020
	Timothy C. Gokey Chief Executive Officer, Broadridge Financial Solutions		61	2017
	Mark A. Goodburn Retired Chairman and Global Head of Advisory, KPMG International		60	2022
	Mary J. Steele Guilfoile Former Executive Vice President, JP Morgan Chase		68	2012
	Jodee A. Kozlak Chair of the Board; Former Executive Vice President and Chief Human Resources Officer, Target Corporation		59	2013
	Henry J. Maier Retired President and Chief Executive Officer of FedEx Ground		69	2022
	James B. Stake Retired Executive Vice President, 3M		70	2009
	Paula C. Tolliver Retired Corporate Vice President and Chief Information Officer, Intel		58	2018
	Henry W. “Jay” Winship Founder, President and Managing Member of Pacific Point Capital		55	2022


PROPOSAL 2
Advisory Vote on the Compensation of Named Executive Officers
The Board recommends a vote FORthis proposal						àSee page42


~~2020 Proxy Statement~~PROPOSAL 3
Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Named Executive Officers
The Board recommends a vote for 1 YEARas the frequency for which shareholders shall have future advisory votes on the compensation of named executive officers						àSee page78
1


2

	Proposal 1: Election of Directors Background There are 11 nominees for election to the C.H. Robinson Board of Directors (the “Board of Directors” or the “Board”) for a one-year term. All 11 of the nominees are current directors. The Board of Directors has set the number of directors constituting the Board of Directors effective at the Annual Meeting at 11. Scott P. Anderson, James J. Barber, Jr., Kermit R. Crawford, Timothy C. Gokey, Mary J. Steele Guilfoile, Jodee A. Kozlak, Henry J. Maier, James B. Stake, Paula C. Tolliver, and Henry W. “Jay” Winship are directors whose terms expire at the Annual Meeting. Mr. Barber is standing for election by shareholders for the first time at the Annual Meeting. Mr. Barber was identified as a potential candidate for election to the Board of Directors by multiple sources, including non-employee directors and shareholders. The Board of Directors has determined that all the directors and nominees, except for Mr. Anderson, are independent under the current standards for “independence” established by the Nasdaq Stock Market, on which the C.H. Robinson stock is listed under the symbol “CHRW”. In connection with its evaluation of director independence, the Board of Directors considered the following transactions, each of which were entered into in the ordinary course of business: For Mr. Gokey, services provided in the ordinary course of business on behalf of the company by Broadridge Financial Solutions where Mr. Gokey is employed, and for which payments were less than 1% of either companies’ revenues or operations in the last three fiscal years. For Mr. Goodburn, services provided in the ordinary course of business on behalf of the company by KPMG LLP where Mr. Goodburn was employed until 2020, and for which payments were less than 1% of either companies’ revenues or operations in the last three fiscal years. Mr. Goodburn currently serves KPMG as a consultant in an advisory role. The Board considered these relationships and their significance in determining that these directors are independent. Information concerning each nominee is provided below. Messrs. Maier and Winship were each selected as a director pursuant to the cooperation agreements with the Ancora Group in 2022 and 2023. Based on their service on the Board of Directors over the last year, the Governance Committee and the Board believe they are qualified nominees who are committed to promoting the long-term interests of our shareholders. As required by the cooperation agreement in effect at the time, the Ancora Group consented to increasing the size of the Board to accommodate the election of Mr. Barber. On the recommendation of our Governance Committee, the Board of Directors has nominated Anderson, Barber, Crawford, Gokey, Goodburn, Guilfoile, Kozlak, Maier, Stake, Tolliver, and Winship for election to the Board of Directors at the Annual Meeting for terms of one year each. Each has indicated a willingness to serve. Mr. Anderson and Ben G. Campbell will vote the proxies received by them for the election of director nominees Anderson, Barber, Crawford, Gokey, Goodburn, Guilfoile, Kozlak, Maier, Stake, Tolliver, and Winship unless otherwise directed. If any nominee becomes unavailable for election at the Annual Meeting, Messrs. Anderson and Campbell may vote for a substitute nominee at their discretion as recommended by the Board of Directors, subject to the terms of the cooperation agreement with the Ancora Group described on page 25.	~~2020 Proxy Statement~~


	BOARD VOTING RECOMMENDATION The Board of Directors recommends a vote FOR the election of Scott P. Anderson, James J. Barber, Jr., Kermit R. Crawford, Timothy C. Gokey, Mark A. Goodburn, Mary J. Steele Guilfoile, Jodee A. Kozlak, Henry J. Maier, James B. Stake, Paula C. Tolliver, and Henry W. “Jay” Winship as directors of C.H. Robinson Worldwide, Inc.


	Female	Male
Board Diversity Matrix (As of March 21, 2023)
Total Number of Directors	11
Part I: Gender Identity
Directors	3	8
Part II: Demographic Background
African American or Black	0	1
White	3	7


Scott P. Anderson ~~(Director Nominee)~~			Scott P. Anderson, 53 years old, has been a director of the company since 2012. Mr. Anderson was a Senior Advisor to Patterson Companies, Inc. (Nasdaq: PDCO) from June 2017 to June 2019 when he retired. He served as president and chief executive officer of Patterson Companies from 2010 to 2017. In April 2013, he was elected to the additional responsibility of chairman of the board. Prior to June 2006, when he became president of Patterson Dental Supply, Inc., Mr. Anderson held senior management positions in the dental unit, including vice president, sales, and vice president, marketing. Mr. Anderson became a director of Patterson in June 2010. Mr. Anderson is a past chairman of the Dental Trade Alliance. Mr. Anderson is a trustee of Gustavus Adolphus College, where he serves as chairman of the board. He serves on the board of directors of the Ordway Theater. Mr. Anderson earned his MBA from Northwestern University, Kellogg School of Management and his bachelor’s degree from Gustavus Adolphus College.



						Director Qualifications Mr. Anderson has significant public company senior management and executive experience through his service in several senior leadership positions at Patterson Companies. He also has public company board experience, having served as a member of Patterson’s board of directors from 2010 to ~~2017.~~2017 and as a director and member of the Audit Committee at Duke Realty Corporation in 2022. Mr. Anderson also brings substantial sales and marketing expertise to the company, having served as Patterson’s vice president, sales and vice president, marketing.


						Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Interim Chief Executive Officer (2023 – Present) •Chairman of the Board (2020 – 2022) •Lead Independent Director (2019 – 2020) •Director (2012 – Present) àPatterson Companies, Inc. (Nasdaq: PDCO),a provider of animal and dental health products and services •Senior Advisor (2017 – 2019) •President and Chief Executive Officer (2010 – 2017) •Chairman of the Board (2013 – 2017) •Director (2010 – 2017) •President of Patterson Dental Supply, Inc. (2006 – 2010) •Held senior management positions in the dental unit, including vice president, sales and vice president, marketing àOther Experience •Senior Advisor, TPG Capital Healthcare •Executive Council Head, Carlson Private Capital Partners •Trustee and Former Chairman of the Board, Gustavus Adolphus College •Former Director, Ordway Theater •Former Chairman, Dental Trade Alliance Public Board Experience àDuke Realty Corporation (NYSE: DRE) •Former Director and member of the Audit Committee (2022) Education àMaster of Business Administration, Northwestern University, Kellogg School of Management àBachelor of Arts, Gustavus Adolphus College
NON-INDEPENDENT (Director Nominee) Age: 56 Director Since: January 2012 Committees: àCapital Allocation and Planning



						Director Qualifications Mr. ~~Anderson~~Barber possesses an extensive 35+ year background at UPS, one of the world’s largest package delivery companies. This experience encompassed leadership positions in UPS’s Domestic and International business units, as well as in Supply Chain Solutions, including both Global Freight Forwarding and Coyote Logistics, and provides our Board with valuable insights into key topics relevant to our business. Mr. Barber also has demonstrated experience in the areas of finance and accounting, as well as growth strategies and operations and currently serves on another public company board, US Foods. Mr. Barber meets the definition of an “Audit Committee Financial Expert” as established by the Securities and Exchange Commission.

INDEPENDENT (Director Nominee) Age: 62 Director Since: December 2022 Committees: àAudit
						Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2022 – Present) àUnited Parcel Service, Inc. (“UPS”) (NYSE: UPS), a package delivery company and leading provider of global supply chain management solutions •Chief Operating Officer (2018 – 2020) •President of UPS International (2013 – 2018) •President UPS Europe (2011 – 2013) •Other roles of increasing responsibility, including Region and District Manager, Mergers & Acquisition Transaction Manager, Region and District Controller, Accounting Manager and various other management positions in Finance & Accounting •Began career at UPS as a package delivery driver in 1985 àOther Experience •Former Trustee, The UPS Foundation •Former Board member, UNICEF •Former Board member, Folks Center for International Business at the University of South Carolina Public Board Experience àUS Foods, Inc. (NYSE: USFD) •Director and member of the Compensation and Human Capital Committee (2022 – Present) Education àBachelor of Science in Finance, Auburn University


~~Robert C. Biesterfeld Jr. (Director Nominee)~~2023 Proxy Statement			Robert C. Biesterfeld Jr., 44 years old, has been the president and the chief executive officer of C.H. Robinson since May 2019. Prior to becoming chief executive officer in May 2019, he held the positions of chief operating officer from March 2018 to May 2019, president of North American Surface Transportation from January 2016 to December 2018, vice president of Truckload from January 2014 to December 2015, and vice president of Temperature Controlled Transportation and Sourcing Services from January 2013 to December 2013. He began his career with Robinson Fresh in 1999. Currently, Mr. Biesterfeld serves on the Board of Directors for the Transportation Intermediaries Association (TIA), and as a trustee of the Winona State University Foundation. He graduated from Winona State University with a Bachelor of Arts.
			Mr. Biesterfeld has over 20 years of experience with C.H. Robinson, including roles in North American Surface Transportation and Robinson Fresh and executive experience as chief operating officer and various other executive positions within the company. He has an extensive and thorough understanding of C.H. Robinson’s operations and the transportation industry in general.15


~~Wayne M. Fortun~~ ~~(Director Nominee)~~ Kermit R. Crawford			Wayne M. Fortun, 71 years old, has been a director of C.H. Robinson since 2001. Mr. Fortun joined Hutchinson Technology Inc., a global technology manufacturer, in 1975 and until 1983, he held various positions in engineering, marketing, and operations. In 1983, he was elected president and chief operating officer of Hutchinson, and in May 1996, he was appointed its chief executive officer. In October 2012, he was appointed chairman of the board and retired as chief executive officer. In October 2016, he retired as chairman of the board.
			Through Mr. Fortun’s long tenure with Hutchinson, including as chief executive officer and member of the board, he possesses significant leadership and strategic planning skills. Because of Hutchinson’s worldwide footprint, Mr. Fortun has broad international business experience relevant to the company’s operations. He also has public company board experience through his membership on the boards of Hutchinson and G&K Services, Inc.


~~2020 Proxy Statement~~
		Director Qualifications Mr. Crawford has significant executive and leadership experience based on his senior roles with Rite Aid Corporation and Walgreens. He has also developed expertise in the areas of strategic investment and digital transformation. Mr. Crawford has relevant public company board experience through his membership on the boards of Visa and The Allstate Corporation, as well as his prior board experience at TransUnion and LifePoint Health.


		Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2020 – Present) àRite Aid Corporation (NYSE: RAD), a retail drugstore chain •President and Chief Operating Officer (2017 – 2019) àSycamore Partners, a private equity firm specializing in consumer, distribution, and retail-related investments •Operating Partner and Advisor (2015 – 2017) àWalgreen Company, one of the largest drugstore chains in the United States (“Walgreens”) •Executive Vice President and President of Pharmacy, Health, and Wellness (2011 – 2014) •Multiple roles of increasing responsibility (1983 – 2011), including as Executive Vice President and President of Pharmacy Services àOther Experience •Director, Northwestern Medicine North/Northwest Region •Trustee, The Field Museum Chicago Public Board Experience àThe Allstate Corporation (NYSE: ALL) •Director and Chairman of the Audit Committee (2013 – Present) àVisa Inc. (NYSE: V) •Director and member of the Audit & Risk Committee and Nominating & Corporate Governance Committee (2022 – Present) àTransUnion (NYSE: TRU) •Director, member of the Audit and Compliance Committee and Technology, Privacy and Cybersecurity Committee (2019 – 2021) àLifePoint Health (NYSE: LPNT; no longer publicly traded) •Director and member of the Audit and Compliance Committee, Compensation Committee, Corporate Governance & Nominating Committee, and Quality Committee (2016-2018) Education àBachelor of Science, The College of Pharmacy and Health Sciences at Texas Southern University
INDEPENDENT (Director Nominee) Age: 63 Director Since: September 2020 Committees: àGovernance (Chair) àTalent & Compensation	5


	~~Timothy C. Gokey, 58 years old, joined C.H. Robinson as~~
		Director Qualifications Through his service in a ~~director in 2017. Mr. Gokey currently serves~~variety of leadership roles, including his current role as chief executive officer, ~~and a member of the board of directors~~ at Broadridge Financial Solutions (NYSE: BR), a corporate services company. He joined Broadridge in 2010 as chief corporate development officer. Mr. Gokey was promoted to corporate senior vice president and chief operating officer in 2012. He was appointed to president of Broadridge in September 2017. Prior to Broadridge, Mr. Gokey served as president, Retail Tax for H&R Block (NYSE: HRB) from 2004 to 2009 and also as a partner at McKinsey & Company. Mr. Gokey earned a Doctorate in Finance and an undergraduate degree in Philosophy, Politics, and Economics from the University of Oxford, where he studied as a Rhodes Scholar. He is a graduate of Princeton University, where he earned a BA in Public Affairs and Management Engineering.
	~~Through his service as president and chief operating officer of~~ Broadridge Financial Solutions, Mr. Gokey has developed exceptional leadership and business execution skills and has broad public company knowledge and expertise. He is also deeply involved in Broadridge’s international operations and technology organization. In his prior roles with Broadridge, as well as H&R Block and McKinsey & Company, Mr. Gokey has demonstrated expertise in the areas of mergers and acquisitions, sales and marketing, and other growth-related activities. Mr. Gokey meets the definition of an “Audit Committee Financial Expert” as established by the Securities and Exchange Commission.
INDEPENDENT (Director Nominee) Age: 61 Director Since: October 2017 Committees: àAudit àTalent & Compensation


		Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2017 – Present) àBroadridge Financial Solutions (NYSE: BR), a public corporate services and financial technology company •Chief Executive Officer (2019 – Present) •Director (2019 – Present) •President (2017 – 2020) •Senior Vice President and Chief Operating Officer (2012 – 2019) •Chief Corporate Development Officer (2010 – 2012) àH&R Block, a tax preparation company •President, Retail Tax (2004 – 2009) àMcKinsey & Company, a business strategy consulting company •Partner (1986 – 2004) àOther Experience •Director, Partnership for New York City Public Board Experience àNone Education àDoctorate in Finance; Bachelor of Arts/Master of Arts in Philosophy, Politics, and Economics, University of Oxford as a Rhodes Scholar àBachelor of Arts in Public Affairs and Management Engineering, Princeton University



						Director Qualifications Mr. Goodburn has significant executive and leadership experience based on his senior leadership roles with KPMG. Specifically, Mr. Goodburn has deep experience and expertise in the areas of strategy, finance, mergers and acquisitions, and global management and operations. Mr. Goodburn meets the definition of an “Audit Committee Financial Expert” as established by the Securities and Exchange Commission.


						Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2022 – Present) àKPMG International, a multinational professional services network •Senior Advisor to KPMG LLP (2021 – Present) •Global Head of Strategic Investments and Innovation (2018 – 2021) •Chairman and Global Head of Advisory (2011 – 2020) •Vice Chairman of KPMG LLP and Americas Head of Advisory and Strategic Investments (2005 – 2011) •Various roles, including as Managing Partner-Silicon Valley Office, Member of KPMG US and Americas Board of Directors and Global Head of KPMG’s Technology, Media and Telecommunications (1997 – 2005) •Roles of increasing responsibility at KPMG LLP (1984 – 1997) àOther Experience •Presidents National Advisory Council member, Minnesota State University •Executive Board member, Cox School of Business Executive Board, Southern Methodist University Public Board Experience àNone Education àBachelor of Science in Business, Minnesota State University, Mankato àCertified Public Accountant
INDEPENDENT (Director Nominee) Age: 60 Director Since: May 2022 Committees: àAudit àCapital Allocation & Planning


	Mary J. Steele Guilfoile, 66 years old, joined C.H. Robinson as a director in 2012. Ms. Guilfoile is chairman of MG Advisors, Inc., a privately owned financial services merger and acquisition advisory and consulting services firm. Prior to joining MG Advisors in 2002, Ms. Guilfoile spent twelve years with JP Morgan Chase (NYSE: JPM) and its predecessor companies, Chase Manhattan Corporation and Chemical Banking Corporation, as executive vice president, corporate treasurer, and chief administrative officer for its investment bank, and various merger integration, executive management and strategic planning positions. Ms. Guilfoile currently serves on the boards of The Interpublic Group of Companies (NYSE: IPG), where she is chairman of the Audit Committee, Hudson Ltd. (Nasdaq: HUD), where she is chairman of the Audit Committee, and Pitney Bowes Inc. (NYSE: PBI). Ms. Guilfoile earned her Master of Business Administration from Columbia University Graduate School of Business, and her bachelor’s degree from Boston College.
		Director Qualifications Ms. Guilfoile has significant experience and expertise in the areas of corporate mergers and acquisitions, business integration, and financing through her association with the investment banks of several large financial institutions. She also has public board experience through her membership on the boards of, among others, Interpublic, ~~Hudson,~~Dufry (a Swiss-based company on the Swiss stock exchange), and Pitney Bowes.


		Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2012 – Present) àMG Advisors, Inc.,a privately-owned financial services merger and acquisition advisory and consulting services firm •Chair (2002 – Present) àThe Beacon Group, LP,a private equity investment partnership •Partner (1998 – Present) àJP Morgan Chase (and its predecessor companies, Chase Manhattan Corporation and Chemical Banking Corporation), a multinational bank •Executive Vice President, Corporate Treasurer (2000 – 2002) •Various leadership roles (1986 - 1996), including as Chief Administrative Officer and Strategic Planning Officer for its investment bank, as well as various merger integration, executive management and strategic planning positions àOther Experience •Former Partner, CFO and COO, The Beacon Group, LLC •Consultant, Booz Allen Hamilton •Manager in Audit Services, Coopers & Lybrand (now part of PwC) Public Board Experience àThe Interpublic Group of Companies (NYSE: IPG) •Director, Chair of the Audit Committee and member of the Corporate Governance and Social Responsibility Committee (2007 – Present) àPitney Bowes Inc. (NYSE: PBI) •Director and member of the Finance Committee and Audit Committee (2018 – Present) àDufry AG (publicly traded on the SIX Swiss Exchange) •Director and Chair of the Audit Committee (2020 – Present) Education àMaster of Business Administration, Columbia University Graduate School of Business àBachelor of Science in Accounting, Boston College àCertified Public Accountant
INDEPENDENT (Director Nominee) Age: 68 Director Since: October 2012 Committees: àGovernance àTalent & Compensation


	~~Jodee A. Kozlak~~Director Qualifications ~~(Director Nominee)~~	Jodee A. Kozlak, 57 years old, joined C.H. Robinson as a director in 2013. Ms. Kozlak is the founder and CEO of Kozlak Capital Partners, LLC, a private consulting firm. Prior to this role, Ms. Kozlak served as the global senior vice president of human resources of Alibaba Group (NYSE: BABA) from February 2016 to November 2017. Prior to joining Alibaba Group, Ms. Kozlak was the executive vice president and chief human resources officer of Target Corporation (NYSE: TGT) from March 2007 until February 2016. Prior to joining Target in 2001, Kozlak was a partner in the litigation practice of Greene Espel, PLLP, a Minnesota law firm. She also previously served as a senior associate at Oppenheimer Wolff & Donnelly and a senior auditor at Arthur Andersen & Co, both in Minneapolis. Ms. Kozlak serves as a board member of privately held Aspen Dental and MGIC Investment Corp. (NYSE: MTG). She joined the University of St. Thomas Board of Trustees in 2018, is a past fellow of the Distinguished Careers Institute (DCI) at Stanford University and serves as a member of the Stanford Advisory Board on Longevity from 2018 to 2019. She received a B.A. degree in Accounting from the College of St. Thomas and earned her Juris Doctor degree from the University of Minnesota.
	Through her human resources executive leadership at Target and Alibaba Group and extensive public board experience, Ms. Kozlak has developed significant knowledge and expertise in human capital strategy, global operations, and digital transformation. Her experience has also given her a deep understanding of executive compensation within a public company.


	Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Chair of the Board (January 2023 – Present) •Director (2013 – Present) àKozlak Capital Partners, LLC •Founder and CEO (2017 – Present) àAlibaba Group (NYSE: BABA), a multinational conglomerate specializing in e-commerce, retail, Internet, and technology •Global Senior Vice President of Human Resources (2016 – 2017) àTarget Corporation (NYSE: TGT), one of the largest U.S. retailers •Executive Vice President and Chief Human Resources Officer (2006 – 2016) •Senior Vice President, Human Resources (2004 – 2006) •General Counsel, Owned Brand Sourcing and Labor & Employment (2001 – 2004) àOther Experience •Former Partner in the litigation practice, Greene Espel, PLLP •Former Senior Auditor, Arthur Andersen & Co •Past fellow, Distinguished Careers Institute (DCI) at Stanford University Public Board Experience àK.B. Home (NYSE: KBH) •Director and member of the Compensation Committee (2021 – Present) àMGIC Investment Corp. (NYSE: MTG) •Director, Chair of the Business Transformation and Technology Committee and member of the Management Development, Nominating and Governance Committee (2018 – Present) àLeslie’s, Inc. (Nasdaq: LESL) •Director, Chair of the Nominating and Corporate Governance Committee and member of the Compensation Committee (2020 – March 2023) Education àJuris Doctor, University of Minnesota àBachelor of Arts in Accounting, College of St. Thomas
INDEPENDENT (Director Nominee) Age: 59 Director Since: February 2013 Committees: àTalent & Compensation (Chair) àGovernance

	Brian P. Short, 70 years old, has been a director of the company since 2002. He is chief executive officer of Leamington Co., a holding company with interests in transportation, community banking, agricultural production, and real estate. Leamington operates AMMF, St. Paul Flight Center, Inc., First Farmers & Merchants Banks, and Benson Parking Services, Inc. Mr. Short also serves as a legal mediator and previously served as a United States Magistrate. His community service has included service on the Board of Directors of Catholic Charities, St. Joseph's Home for Children, Saint Thomas Academy, Allina Hospitals and Clinics, William Mitchell College of Law, and the St. Francis Mission Foundation. He also serves on the Board of Directors of the Archdiocese of St. Paul and Minneapolis, the Advisory Council to the Law School of the University of Notre Dame and the Board of Governors of the Law School of the University of St. Thomas. Mr. Short has an undergraduate degree in economics from the University of Notre Dame and is also a graduate of its law school.
Henry J. Maier			Mr. Short has significant executive experience and, in particular, has experience in the trucking industry through his leadership position at AMMF, a trucking and transportation services company. In addition, with Mr. Short’s legal background and experience, he provides valuable insight into the company’s enterprise risk management areas. Mr. Short meets the definition of an “Audit Committee Financial Expert” as established by the Securities and Exchange Commission.


Name	Fees Earned or Paid in Cash					Stock Awards⁽¹⁾		Total	Aggregate Number of Shares Outstanding as of December 31, 2019⁽²⁾
Scott P. Anderson	$	138,562	(3)	$	150,000	$	288,562	18,528
Wayne M. Fortun	117,500			150,000		267,500		39,945
Timothy C. Gokey	110,000		(4)	150,000		260,000		6,493
Mary J. Steele Guilfoile	105,000			150,000		255,000		13,342
Jodee A. Kozlak	105,000			150,000		255,000		14,269
Brian P. Short	110,000		(4)	150,000		260,000		60,276
James B. Stake	127,500		(5)	150,000		277,500		21,465
Paula C. Tolliver	110,000		(4)	150,000		260,000		3,781


NEO	Title	2018 Base Salary		2019 Base Salary		% Change
Robert C. Biesterfeld Jr.	President and Chief Executive Officer	$	700,000	$	975,000	39	%
John P. Wiehoff	Former President and Chief Executive Officer	1,167,000		1,200,000		3	%
Andrew C. Clarke	Former Chief Financial Officer	550,000		550,000		0	%
Scott S. Hagen⁽¹⁾	Former Interim Chief Financial Officer	N/A		230,000		N/A
Michael P. Zechmeister⁽²⁾	Chief Financial Officer	N/A		700,000		N/A
Christopher J. O’Brien	Chief Commercial Officer	500,000		500,000		0	%
Mac S. Pinkerton⁽³⁾	President of NAST	N/A		475,000		N/A
Michael J. Short	President of Global Forwarding Freight	500,000		525,000		5	%


2019 NEO Annual Incentive Compensation Metrics	Target	Actual
Enterprise APTI growth⁽¹⁾	7%	-16%
North America Surface Transportation APTI growth⁽²⁾	7%	-12%
Global Forwarding APTI growth⁽³⁾	10%	-11%


Performance Vesting Year	2014 Award	2015 Award	2016 Award	2017 Award	2018 Award	2019 Award ⁽¹⁾
2015	25%	—	—	—	—	—
2016	12%	12%	—	—	—	—
2017	9%	9%	9%	—	—	—
2018	43%	43%	43%	43%	—	—
2019	0%	0%	0%	0%	0%	—
Total Cumulative Vesting	89%	64%	52%	43%	0%	0%
Vesting Years Remaining	0	1	2	3	4	5


Vesting Year	2014 Award	2015 Award	2016 Award	2017 Award	2018 Award	2019 Award ⁽¹⁾
2015	25%	—	—	—	—	—
2016	12%	20%	—	—	—	—
2017	9%	20%	20%	—	—	—
2018	43%	20%	20%	20%	—	—
2019	0%	20%	20%	20%	20%	—
Total Cumulative Vesting	89%	80%	60%	40%	20%	0%
Vesting Years Remaining	0	1	2	3	4	5


Annual Base Salary⁽¹⁾	Target Incentive as % of Base Salary⁽¹⁾		Maximum Incentive as % of Base Salary⁽¹⁾		Target Enterprise APTI Growth %		Actual Enterprise APTI Growth %
$700,000	100	%	200	%	7	%	-16	%
$975,000	120	%	240	%	7	%	-16	%