~~The last few~~On behalf of our entire Board of Directors, I am pleased to present our annual Proxy Statement.

2023 was a notable year for the Board, as we successfully concluded a leadership succession plan. During the executive search process, the Board focused on identifying a seasoned, forward-looking leader to reinvigorate and accelerate C.H. Robinson’s growth, optimize expenses, and focus the business. After a comprehensive and inclusive search, we were delighted to appoint David (Dave) Bozeman as President and Chief Executive Officer in June.

With more than 30 years ~~have underscored how vital~~of experience at industry-leading companies and iconic brands, Dave brings a track record of reinventing complex operating models, proven expertise in global supply ~~chains are to global commerce and our way of life. Companies around the world recognize that smart, resilient supply chains and efficient transportation~~chain and logistics management, and extensive experience leading high performing teams that drive ~~competitive advantage.~~results. We are confident Dave is the right leader to take us into the future and execute on the opportunities ahead.

The entire Board remains actively engaged with Dave during this important inflection point as we strategically position the company to increase profitability and drive long-term shareholder value, following a period in which the performance of our stock has not met our expectations. Dave has moved quickly to establish the strategic building blocks that lay the groundwork for our future, including initiating and deepening strong operational excellence practices and innovation to drive success in our strategic priorities and value creation for our shareholders.

As Chair, one of my priorities is to ensure the Board has the right composition of Board members to oversee execution of the company’s strategy, drive positive change, and increase shareholder value as we move into the future. The Board welcomes nominees Michael McGarry and Paige Robbins. Michael brings extensive leadership experience, having recently retired as Executive Chairman of PPG Industries after more than four decades with the company, where he led the company through a multi-year transformation and successful expansion of PPG’s portfolio in key growth markets. Paige currently serves as Senior Vice President and President of the Grainger Business Unit, overseeing all commercial functions for the Grainger brand in North America, with a demonstrated record of leveraging technology and data to drive strong operational results and measurable value.

On behalf of the Board, I want to extend our gratitude to retiring directors Scott Anderson and Jim Stake. Scott’s leadership was invaluable as former Board Chair and during his tenure as interim CEO, and the Board is deeply appreciative of Jim’s service as Audit Committee Chair and Board member over the past fifteen years.

Board refreshment is an ongoing priority, and we have robust foundational processes in place to ensure we maintain a well-functioning Board comprised of leaders with diverse backgrounds and experiences. We also continue to focus on the Board’s processes and structures to affirm they remain effectively designed to help us meet our long-term objectives. This important work is informed by engagement with and feedback from our shareholders.

In 2023, the Board refreshed the leadership and focus of three committees to drive strategic value for our shareholders and stakeholders and enhance transparency and disclosures. Mary Steele Guilfoile chairs the Talent & Compensation Committee that assists the Board in its oversight of the company’s talent, leadership, and culture. The Talent & Compensation Committee will also continue to evaluate and approve compensation strategy, policies, and programs of the company.

Lastly, Mark Goodburn became Chair of the Audit Committee, bringing a fresh perspective to the way we implement and deliver on our financial reporting and internal controls. To that end, risk management and compliance processes have continued to be focal points for the Audit Committee, ensuring accuracy, accountability, cyber security preparation, and transparency.

Your Board is highly engaged and, as Chair, I look forward to being the key point of contact at the Board level for our shareholders. The Board values the input shareholders provide throughout the year by the various means outlined in this Proxy Statement, and I am committed to continuing that dialogue.

Finally, on behalf of the Board, I want to recognize our entire C.H. Robinson ~~continues~~team for their dedication and ingenuity. Although 2024 presents some of the same challenges and headwinds as 2023, our talented people continue to ~~be uniquely positioned to deliver an unparalleled experience for~~serve our customers and carriers like no one else can. Now, with Dave’s exceptional leadership and vision, C.H. Robinson is ~~leveraging an unmatched combination~~poised to further unlock the power of ~~global scale~~our people, processes, products, and ~~services, expertise, data, and technology to drive profitable growth. This past year the~~portfolio.

As always, we value your investment in this company, and we appreciate the ~~Board made important, impactful moves~~trust you place in us to set the company up for future success as we navigated a global landscape of profound disruption. As C.H. Robinson enters its next phase, the Board has thoughtfully refreshed its composition and we have a search underway to identify a new Chief Executive Officer (CEO) who will lead and stewardoversee your interests in our ~~100+ year old company through a new chapter of exciting growth and transformation.~~business.

We will also conduct any other business that properly comes before the meeting and any adjournment or postponement of the meeting.

We use the internet to distribute proxy materials to our shareholders. We believe it is an efficient and cost-effective way to provide the material and it reduces the environmental impact of our Annual Meeting. The Notice of Internet Availability of Proxy Materials for the ~~past three years, has been appointed Interim CEO. Scott brings significant leadership expertise~~Annual Meeting and ~~relevant knowledge~~the associated Proxy Statement and Annual Report are available at www.proxyvote.com.

Mailing of the Notice of Internet Availability of Proxy Materials to our shareholders is expected to commence on March 26, 2024 and be completed by March 29, 2024. The notice has instructions on how to access our 2024 Proxy Statement and Annual Report, attend our virtual only meeting, and vote online. Shareholders who have requested hard copies of the proxy materials will receive the Proxy Statement and Annual Report by mail.

By Order of the Board of Directors:

Global supply chains are vital to our way of life. By delivering the products people need and want, we help move the world’s economy. At C.H. Robinson, we share a passion for delivering significant value and performance across customers’ logistics and supply chains, uncovering opportunities for how they can improve, and building logistics success through our logistics experts and our scalable, digital model. We excel at building relationships and use configurable, market-leading solutions to drive supply chain outcomes.

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.

Our compensation philosophy is built on the following principles:

Our current Chief Executive Officer’s (“CEO”) target total compensation includes a mix of pay that is heavily weighted to long-term, equity-based incentives (72%). Our NEOs other than our CEO have an average of 63% of total compensation targeted to be paid in long-term, equity-based incentives. This is consistent with our philosophy of strong linkage between pay and performance.

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, 2024.

Bringing together professionals across a broad spectrum of skill sets, our Board of Directors has diverse backgrounds and experiences, which positions them to oversee our organization today. The Board reviews its skills list each year to ensure its directors’ skills continue to align with and support the company’s strategy. The list below is not an exhaustive list and depicts notable areas of focus for our director nominees. Nominees have acquired these experiences, qualifications, and skills through education, direct experience, and oversight responsibilities.

The company is committed to diversity, equity, and inclusion. Accordingly, the Corporate Governance Guidelines provide, and the Governance Committee believes, that creating a Board of Directors with a diversity of gender, ethnicity, background, talent, experience, accomplishments, and perspectives is in the best interests of the company and its shareholders. The company is committed to considering candidates for the Board of Directors, regardless of gender, ethnicity, and national origin. Any search firm retained to assist the Governance Committee in seeking director candidates is instructed to consider these commitments.

The information below reflects the diversity of the current members of the Board of Directors.

Global supply chains are vital to our way of life. By delivering the products people need and want, we help move the world’s economy. At C.H. Robinson, we share a passion for delivering significant value and performance across customers’ logistics and supply chains, uncovering opportunities for how they can improve, and building logistics success through our logistics experts and our scalable, digital model. We excel at building relationships and use configurable, market-leading solutions to drive supply chain outcomes.

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.

Our compensation philosophy is built on the following principles:

Our current Chief Executive Officer’s (“CEO”) target total compensation includes a mix of pay that is heavily weighted to long-term, equity-based incentives (72%). Our NEOs other than our CEO have an average of 63% of total compensation targeted to be paid in long-term, equity-based incentives. This is consistent with our philosophy of strong linkage between pay and performance.

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, 2024.

Bringing together professionals across a broad spectrum of skill sets, our Board of Directors has diverse backgrounds and experiences, which positions them to oversee our organization today. The Board reviews its skills list each year to ensure its directors’ skills continue to align with and support the company’s strategy. The list below is not an exhaustive list and depicts notable areas of focus for our director nominees. Nominees have acquired these experiences, qualifications, and skills through education, direct experience, and oversight responsibilities.

The company is committed to diversity, equity, and inclusion. Accordingly, the Corporate Governance Guidelines provide, and the Governance Committee believes, that ~~properly comes before~~creating a Board of Directors with a diversity of gender, ethnicity, background, talent, experience, accomplishments, and perspectives is in the ~~meeting and any adjournment or postponement~~best interests of the ~~meeting.~~

~~Mailing~~The information below reflects the diversity of the Notice of Internet Availability of Proxy Materials to our shareholders is expected to commence on March 21, 2023, and be completed by March 24, 2023. The notice has instructions on how to access our 2023 Proxy Statement and Annual Report, attend our virtual only meeting, and vote online. Shareholders who have requested hard copies of the proxy materials will receive the Proxy Statement and Annual Report by mail.

Global supply chains are vital to our way of life. By delivering the products people need and want, we help move the world’s economy. At C.H. Robinson, we share a passion for ~~engaging with companies,~~delivering significant value and performance across customers’ logistics and supply chains, uncovering ~~improvement~~ opportunities for how they can improve, and building logistics success through our logistics experts and our scalable, digital model. We excel at building relationships and use configurable, ~~marketing-leading~~market-leading solutions to drive supply chain outcomes.


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.~~

Our compensation philosophy is built on the following principles:

Our ~~CEO’s~~current Chief Executive Officer’s (“CEO”) target total compensation includes a mix of pay that is heavily weighted to long-term, equity-based incentives ~~(74%~~(72%). Our NEOs other than our CEO have an average of ~~61%~~63% of total compensation targeted to be paid in long-term, equity-based incentives. This is consistent with our philosophy of strong linkage between pay and performance.

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, ~~2023.~~2024.

Bringing together professionals across a broad spectrum of ~~director nominees based upon the needs of the company. The~~skill sets, our Board of Directors ~~believes that the directors should possess the highest personal~~has diverse backgrounds and ~~professional ethics~~experiences, which positions them to oversee our organization today. The Board reviews its skills list each year to ensure its directors’ skills continue to align with and ~~integrity and be committed to representing the long-term interests of~~support the company’s ~~shareholders. Preferred~~strategy. The list below is not an exhaustive list and depicts notable areas of focus for our director nominees. Nominees have acquired these experiences, qualifications, ~~also include current~~and skills through education, direct experience, and oversight responsibilities.

The company is committed to diversity, equity, and ~~inclusion, and as such,~~inclusion. Accordingly, the Corporate Governance Guidelines provide, and the Governance Committee believes, that creating a Board of Directors with a diversity of gender, ethnicity, background, talent, experience, accomplishments, and perspectives is in the best interests of the company and its shareholders. The company is committed to considering candidates for the Board of Directors, regardless of gender, ethnicity, and national origin. Any search firm retained to assist the Governance Committee in seeking director candidates is instructed to consider these commitments.

The information below reflects the diversity of the current members of the Board of Directors.

~~Our~~The Governance Committee determines the selection criteria and qualifications of director nominees based upon the needs of the company. The Board of Directors ~~with~~believes that the ~~assistance~~directors should possess the highest personal and professional ethics and integrity and be committed to representing the long-term interests of the ~~Governance Committee, prioritizes the review~~company’s shareholders. Preferred qualifications also include current or recent experience as a chief executive officer or senior leader and ~~refreshment~~expertise in a particular business discipline, as well as diversity of ~~its membership. In connection with this objective, the Governance Committee,~~talent, experience, accomplishments, and perspective. Directors should be able to provide insights and practical wisdom based on an as-needed basis and at least annually, reviews the structure and composition of the Board to ensure that the proper skills and experience are represented on the Board. In 2022, two long-term directors concluded their terms at the 2022 annual meeting and 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 increased depth of experience and ~~broader scope of qualifications to our Board of Directors.~~expertise.

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.

The Governance Committee uses the same process for evaluating all nominees, regardless of the source of the nomination.

On ~~January 6,~~December 29, 2023, the company entered into a ~~cooperation~~letter agreement with Ancora Catalyst Institutional, LP and its ~~investment advisor~~ affiliates ~~and other individuals and entities in its shareholder group (the “Ancora Group”~~party thereto (“Ancora”). ~~This agreement is substantially similar~~Pursuant to the ~~cooperation~~terms of the letter 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 ~~among other things. The cooperation agreement also governs certain aspects of~~acknowledged that it will renominate current directors Messrs. Winship and Maier for election at the ~~composition of~~company’s 2024 Annual Meeting, and Ancora agreed that, provided the ~~Board’s committees. Effective upon execution of the cooperation agreement, the Ancora Group also agreed~~company renominates Messrs. Winship and Maier, it will not to nominate ~~director candidates~~any individuals for election to the Board, ~~and to support~~make any other proposals, or engage in any solicitation of proxies in connection with the ~~Board’s full slate of directors at the 2023~~2024 Annual Meeting.

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.~~10, 2025.

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 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 ~~2024~~2025 Annual Meeting must be received no earlier than October ~~23, 2023,~~27, 2024, and no later than November ~~22, 2023,~~26, 2024, 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.

Our directors are expected to devote sufficient time to fulfill their responsibilities effectively. The Board has adopted limits on the number of public company boards on which directors may serve unless the Board approves an exception. Directors who serve as executive officers of public companies may not serve on more than two public company boards, consisting of the board of directors of the director’s employer and one additional public company board. Other directors may not serve on more than a total of four public company boards, including our Board. Directors are required to advise the Chair of the Governance Committee prior to accepting a position on the board of another ~~publicly held company.~~for-profit company, whether public or private, so we can assess any potential conflicts of interest. As a result, the Board monitors compliance with our policy through both the prior notice requirement and an annual questionnaire process.

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 resignation, subject to acceptance by the Board. Our Governance Committee will make a recommendation to the 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.

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.

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,~~2023, all of the ~~ten~~ director nominees who were directors at that time attended the Annual Meeting.

During ~~2022,~~2023, the Board of Directors held 1410 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~~was 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 members are committed to oversight both during meetings and outside of meetings. For example, prior to each committee or Board meeting, each committee Chair meets with key management members and subject matter experts to coordinate and plan the meeting agenda. This cooperation ensures that key topics are covered and that the Board at large and each committee executes on its core responsibilities. In addition, our directors have unlimited access to our management and regularly meet with them on individual and group bases to discuss topics such as strategy, operations, risk, and talent management. As an illustration, our Audit Committee Chair recently participated with our senior leadership team in an onsite cybersecurity ransomware tabletop exercise with outside consultants.

To provide our directors with additional insights and perspectives on the company’s performance, leadership, and strategic direction, the directors also receive education at our quarterly Board and committee meetings. Both internal experts and outside consultants present information to ensure our Board members have the requisite knowledge to effectively carry out their responsibilities. We maintain a subscription to the National Association of Corporate Directors (NACD) for our board members, and directors are encouraged to participate in continuing education programs sponsored by universities, stock exchanges, or other organizations or consultants specializing in director education. Directors may attend continuing education programs at the company’s expense.

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.

The positions of Chief Executive Officer (“CEO”) and Chair of the Board of Directors (“Board chair”) are held by two different individuals. Mr. Bozeman serves as our CEO and Ms. Kozlak, an independent director who has served on the Board since 2013, serves as the independent ~~Chair~~Board chair. This structure allows our CEO to focus on providing daily leadership and oversight of the ~~Board.~~company’s performance while the Board chair leads the Board in its fundamental role of providing advice to and independent oversight of management. Our Board believes it is 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 chair to ensure that our Board remains robust and open to outside perspectives 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.~~leadership transitions.

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 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.

The Board has four standing committees: the Audit Committee, the Talent & Compensation Committee, the Governance Committee, and the Capital Allocation and Planning Committee. During 2023, the Capital Allocation and Planning Committee was established as a standing committee. Currently, the members and ~~chairs~~Chairs of these committees are:

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. This monitoring includes regular interaction, engagement, and robust discussion with management, both during and outside of Board and Committee meetings.

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.

Additional review or reports on enterprise risks are conducted as needed by the Board or the committees. Our internal audit department continues to improve the ERM program, including increasing the frequency of touchpoints with risk owners to ensure changes to the risk environment are captured and communicated promptly. To achieve this, internal audit engages numerous stakeholders across the company, including legal, human resources, government affairs, technology, privacy, the global cybersecurity team, and others, to ensure our risk universe and analysis are comprehensive and timely reported, as necessary. In addition, we engaged external consultants to assist in risk scenario analysis for both climate and trade disruption risks.

~~ESG Structure~~

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~~This group provides feedback on recommended actions and ~~give~~gives 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 the scheduled time.~~

The company’s global reach and the ever-evolving threat landscape ~~makes~~make data security and ~~privacy a~~cybersecurity critical ~~priority~~priorities for us, and ~~our~~as such, the Audit Committee receives regular reports on ~~this topic.~~these topics. 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.

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~~ERM 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 ERM processes. The Audit Committee is updated on privacy risk management procedures through our regular enterprise risk ~~management processes and engagement from senior leaders,~~updates as well as ~~visibility to the Audit Committee~~ through internal audit ~~processes on~~projects involving privacy risks.

C.H. Robinson ensures strong oversight of Environmental, Social, and Governance (“ESG”) topics, including evolving regulatory requirements and emerging industry trends. Our approach to integrating ESG considerations into our corporate oversight structure allows us to seize growth opportunities with shippers and carriers, reduce potential risks, and provide a suite of tools and services that meet our customers’ heightened need for Scope 3 emissions data and sustainability solutions. 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 CEO, as well as our Chief Human Resources and ESG Officer.

The full Board receives updates from management, including our Vice President of ESG, on ESG strategy, reporting, progress toward goals, and risk management. Additionally, the Board committees oversee specific areas of our ESG efforts. The Governance Committee receives regular updates on ESG strategy, reporting and disclosures, 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, and data privacy, as well as ESG risks.

See our 2022 ESG Report on our website for more information.

Our Board of Directors and Talent & Compensation Committee have oversight of our ~~Talent Management~~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,

Each year, the Board conducts a self-evaluation to determine whether it and its committees are functioning effectively. The Governance Committee is responsible for seeking comments from all directors and reporting its evaluation of Board and committee performance to the Board on an annual basis. As part of the self-evaluation process, the Chair of the 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.

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 of Directors or individual directors.

Every two to three years, the Governance Committee engages with an independent compensation consultant to review board compensation market data. As necessary, this data is used by the Governance Committee in preparation for determining and recommending changes to board compensation. The last review was completed in ~~2021~~2023 by ~~Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”).~~Semler Brossy.

The table below outlines the current annual compensation program for our non-employee directors:

Cash retainers are paid in quarterly installments, at the end of each calendar quarter. On an annual basis before the 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”)~~RSUs that are immediately vested and are payable to the directors after their service on the Board of Directors has ended. The annual equity award is also delivered quarterly 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 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 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 who have been on the Board for at least five years are in compliance with the company stock ownership requirements.

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.

~~2022 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 page 66Developing diverse, high performing leaders who are guided by our EDGE values (Evolve Constantly, Deliver Excellence, Grow Together, and Embrace Integrity) and our leadership principles is at the foundation of C.H. Robinson’s talent strategy. People leaders remain a crucial factor in shaping our culture, influencing the C.H. Robinson experience for employees, and steering our organizational strategy. We are focused on cultivating outstanding leaders throughout the organization with the requisite skills and mindsets for driving business results, promoting enterprise collaboration, and developing superior talent. Our talent review process will guide the assessment, identification, and development of strategic, results-driven, people-focused leaders, fostering enterprise collaboration amid change and delivering business results.

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 page 76, which provide further historical compensation information for the following named executive officers (“NEOs”):

àScott P. Anderson~~Robert C. Biesterfeld Jr.~~(1)

David P. Bozeman, (2)

Michael P. Zechmeister

Arun D. Rajan

Angela K. Freeman

Michael J. Short

Former Interim President and Chief Executive Officer~~(1)~~

à~~Michael P. Zechmeister~~,

President and Chief Executive Officer

Chief Financial Officer

à~~Arun D. Rajan~~,

Chief Operating Officer~~(2)~~

à~~Mac S. Pinkerton, President of North American Surface Transportation (“NAST”)~~

à~~Michael J. Short~~,

Chief Human Resources and ESG Officer

President of Global Forwarding

(1)Mr. ~~Biesterfeld’s service~~Anderson served as Interim Chief Executive Officer between January 1, 2023 and June 25, 2023.

(2)Mr. Bozeman was appointed as President and Chief Executive Officer ~~ended on December 31, 2022.~~effective June 26, 2023.

~~(2)Mr. Rajan held the position of Chief Product Officer and was appointed Chief Operating Officer on October 31, 2022.~~At a Glance:


Executive Summary	49
		Performance-based compensation and alignment of individual, company, and shareholder goals are integral components of our culture and management approach.

Executive Transitions	55

2023 Elements of Compensation	58

2023 Named Executive Officer Compensation	63

Compensation Process	70

Additional Compensation Policies and Practices	73

Talent & Compensation Committee Report	75

Executive Compensation Tables	76


48

Executive Compensation

Executive Summary

Our compensation program continues to evolve to optimally support our strategic and talent objectives. 2023 marked a transformative year for our compensation program, and we made various changes to improve the overall success of our business. Our pay strategy, actions, and changes made in 2023 can be attributed to three main drivers:

1.Evolving compensation program to fit best practices. In 2023, we continued to make changes to our compensation that considered feedback from our shareholders as well as the competitive landscape. The changes made were intended to modernize the program and foster competitive and fair practices for our shareholders. To that end, we refined our practices and policies by:

•Introducing and using a peer group as a benchmark for executive pay decisions and practices;

•Adopting double trigger vesting for performance-based equity awards; and

•Removing the counting of stock options and unvested performance shares in our stock ownership guidelines.

These changes continued into 2024 with the modernization of our post-employment vesting provisions for equity awards, including a competitive retirement provision and elimination of the post-vesting hold period. See the “Evolution of our Com pensation Program” on page 59 for an additional discussion of the changes to our compensation over the years.

2.Supporting our business transformation and CEO transition. Our business is amid a transformation in the wake of the challenges brought on by the transportation markets, which are detailed below in our “2023 Performance Highlights and Incentive Payouts” on page 51. We made executive changes and certain pay actions to ensure we attract, retain, and motivate top talent through this transformation.

CEO Transition. David P. Bozeman was appointed by the Board in June 2023 as our President and Chief Executive Officer to advance the company’s vision and enhance the value to the company’s customers and shareholders. We provided Mr. Bozeman with a competitive new hire compensation package that considered compensation he would forfeit from his prior employer, as well as the go-forward incentives that would motivate Mr. Bozeman to drive certain business objectives.

NEO Retention Awards. We also granted retention awards to our NEOs at the beginning of 2023 to ensure stability and engagement among the management team as we focused on transforming our business operations in a difficult market and searched for a permanent CEO. These one-time awards were granted in equity to maintain alignment with our shareholders and motivate our NEOs to drive favorable business outcomes.

See “Compensation Arrangements Related to Executive Transitions” on page 55 for additional information regarding Mr. Bozeman’s compensation and the factors the Talent & Compensation Committee considered, as well as more details on the retention grants to our NEOs.

3.Considering the compensation implications of our cyclical business. The cyclical nature of our business brings challenges in setting certain types of goals for our incentive programs. Our program is designed to incentivize our NEOs to focus on optimizing the balance between managing costs while driving strong performance throughout the cycle. We evolved our incentive program designs in 2023 to motivate our NEOs to drive the key behaviors and objectives required in a cyclical business.

Annual Cash Incentive Program. In 2023, we modified our annual cash incentive program to introduce two new measures, enterprise volume growth and enterprise adjusted operating margin. Enterprise volume growth was implemented to measure business growth in our four key modes (NAST truckload, NAST LTL, GF ocean, and GF air). Volume growth allows us to set and measure growth goals in lieu of other top line measures (e.g., revenue) that may not always be appropriate and indicative of the resulting competitive environment and transportation rates in that year. Enterprise adjusted operating margin was introduced to measure and reward profitable growth. See “Annual Cash Incentive Comp ensation” on page 64 for additional details.

Long-Term Incentive Program. Our long-term incentive program was also modified by the addition of an adjusted operating margin metric and the measurement of all performance metrics over a three-year period. Adjusted gross profits and adjusted operating margin align to our commitment to our customers and rewards management for profitable growth. Diluted earnings per share (“EPS”) aligns to our business strategy for long-term performance, across varying market cycles and longer-term secular changes. For additional information on our long-term incentive structure, see “Equity Compensation,” on page 67.


2024 Proxy Statement			49

Executive Compensation

Compensation Philosophy and Structure

Performance-based compensation and alignment of individual, company, and shareholder goals are integral components of our C.H. Robinson culture and management approach. Performance-based compensation makes up a significant portion of our ~~employees’~~executives’ total compensation package.

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.~~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 highly qualified executives.~~

Pay incentive compensation aligned with company performance

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

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

Emphasize supporting both team and company goals, business transformation, and company culture

Provide a level of total compensation necessary to attract, retain, and motivate highly qualified executives

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


~~2023 Proxy Statement~~50			43

Executive Compensation

~~2022 C.H. Robinson~~2023 Performance Highlights and Incentive Payouts

~~2022 was another year of significant change for~~In 2023, transportation markets experienced a weak demand for freight combined with more than sufficient capacity, which resulted in an oversupplied and very competitive market. These conditions are typically referred to as a soft market and existed throughout most of 2023, with transportation rates at, or near, the estimated cost of ~~purchased~~operation. This compared to historically elevated transportation ~~declined rapidly from their pandemic peaks~~rates in the ~~second~~first half of 2022 before global demand began to slow in the ~~year. Slowing consumer~~middle of 2022 and market conditions began to soften, which continued into 2023. The weak demand and ~~improved~~excess carrier capacity ~~allowed many~~in the surface transportation market has resulted in most shipments moving under committed pricing agreements and suppressed freight rates on the limited number of shipments reaching the ~~challenges shippers have faced since the beginning of the pandemic, including port congestion~~spot market. These conditions led to significant declines in both our total revenues and ~~equipment and labor shortages,~~adjusted gross profits in 2023 when compared to ~~ease and transportation markets to operate more efficiently. Despite these improvements, shippers continue to navigate elevated inventory levels, macroeconomic uncertainty, and inflationary pressures.~~2022. 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~~performance in ~~2022~~2023, including year-over-year operating comparisons to ~~2021:~~2022:

Total revenues ~~increased~~decreased ~~6.9%~~28.7% to ~~$24.7~~$17.6 billion, driven by ~~higher~~lower pricing and volumes in nearly all of our service lines, most notably ocean and 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~~decreased ~~14.0%~~27.5% to ~~$3.6~~$2.6 billion, driven by ~~higher adjusted gross profit~~lower AGP per transaction in truckload and ~~LTL~~ocean services.

Income from operations totaled $0.5 billion, down 59.4% from last year primarily due to the decrease in AGP, partially offset by a decrease in operating expenses.

~~Increased our regular quarterly dividend~~17% Y/Y improvement ~~10.9%~~in NAST shipments per person per day.

20% Y/Y improvement ~~from $0.55~~in Global Forwarding shipments per person per month.

Diluted EPS decreased 63.2% to $2.72.

Dividends per share increased 8.0% to ~~$0.61~~$2.44 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~~AGP is a non-GAAP measure calculated as gross profits excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers. We believe adjusted gross profit is a ~~non-GAAP measure.~~useful measure of our ability to source, add value, and sell services and products that are provided by third parties. 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.~~2023.

The North American surface transportation (“NAST”) market experienced weak freight demand and excess carrier capacity throughout 2023. This resulted in a very competitive environment with suppressed transportation rates. These challenging market conditions significantly reduced our NAST total revenues, adjusted gross profits, and shipment volumes in 2023 compared to 2022. Transportation rates in 2022 remained historically elevated for the first half of the year before freight demand started to weaken and drive declining transportation rates in the second half of 2022 and into 2023. Our comparative NAST AGP per transaction in 2022 benefited from market conditions beginning to soften, which resulted in the declining cost of purchased transportation relative to the contractual rates we negotiated 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 tightprior quarters. The challenging market conditions in ~~2021 as strong demand combined with challenges due to driver availability~~2023 negatively impacted our enterprise adjusted operating margin 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.~~shipment volume. Enterprise adjusted operating margin and NAST ~~APTI was one of the~~truckload and LTL shipment volume are performance measures for our annual cash incentive plan for ~~2022~~2023 for ~~one of~~all our NEOs.

Similar to the North America surface transportation market, the global forwarding market was soft throughout 2023 as ocean vessel capacity continued to expand relative to demand. These softening market conditions began in the middle of 2022 and continued throughout 2023. As a result of the soft market conditions, our global forwarding total revenues, AGP, and volumes declined in 2023 compared to 2022. These challenging market conditions negatively impacted our enterprise adjusted operating margin and Global Forwarding (“GF”) ocean and air volumes. Enterprise adjusted operating margin and GF ocean and air volume are performance measures for our annual cash incentive plan for 2023 for all our NEOs.


442024 Proxy Statement			51

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~~2023 Annual Incentive Cash Plan	Based on ~~adjusted pre-tax income (APTI)~~enterprise volume, enterprise operating margin, and ~~for NEOs other than CEO,~~ MBOs (as defined below), including one specific to DEI.	~~Above~~Below Target	h


~~Performance-Based Equity Awards~~Earnings Per Share PSUs(1)	Aligned to ~~Diluted~~compound annual EPS ~~Growth~~growth rate	~~At Target~~Below Threshold	n


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

(1)Granted in ~~2018 and 2020.~~2021.

(2)Granted in 2021 and 2022.

Enterprise adjusted operating margin, defined on page 62, finished below threshold at 21.2% in 2023. NAST truckload and LTL shipment volumes(1) also finished below threshold at (4.5%) and (2.0%), respectively, in 2023. GF ocean volumes finished below threshold at (5.0%) in 2023 while GF air transaction volume finished just above threshold at 1.0% in 2023. The reduced financial results noted above resulted in a decrease of diluted earnings per share from $7.40 in 2022 to $2.72 in 2023 and resulted in below target levels of vesting on our performance-based equity awards.


~~2023 Proxy Statement~~			45

~~Executive Compensation~~

(1)Volume growth rates are rounded to the nearest 0.5 percent.

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~~2023 Annual Meeting, our say-on-pay proposals received “for” votes that represented approximately ~~92%~~93% 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,~~2023, and when setting the compensation of our NEOs for ~~2022.~~2023. The Talent & Compensation Committee believes that our say-on-pay proposal results demonstrate shareholders’ support of our compensation practices.

93%

Voted in Favor of our Executive Compensation Program at our 2023 Annual Meeting


52						~~92%~~ ~~Voted in Favor of our Executive Compensation Program at our 2022 Annual Meeting of Shareholders~~

Executive Compensation

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

	WHAT WE HEARD	HOW WE RESPONDED


	àConsider disclosing a peer group that can be used to make executive compensation decisions	àC.H. Robinson selected and adopted a formal peer group in 2022 and used this peer group in 2023 for purposes of executive compensation decisions

~~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~~changed from single trigger to double trigger vesting for all equity awards, including performance-based awards

à~~Enhance disclosure regarding holding requirements~~

à~~C.H. Robinson has enhanced our disclosure to our ownership guidelines and we have included the policy in this Proxy Statement~~

à~~Consider disclosing a peer group that can be used to make executive compensation decisions~~

à~~C.H. Robinson has selected and adopted a formal peer group for purposes of executive compensation~~

àConsider the metrics in the annual incentive plan

àInEffective January 1, 2023, C.H. Robinson introduced a new ~~Annual Incentive Plan,~~annual incentive plan, which consists of blended volume growth, adjusted operating income margin and MBO/SBO(1) scorecards, as disclosed in this Proxy Statement

àConsider the performance period for the ~~long~~ long-term incentive plan

àIn 2023, C.H. Robinson introduced a new ~~performance stock unit (PSU)~~structure for PSU awards where 33.33% is measured on diluted ~~earnings per share (EPS),~~EPS, 33.33% on ~~adjusted gross profit (AGP),~~AGP, and 33.34% on average adjusted operating income margin; each of these measures has a ~~cumulative 3-year~~three-year performance period, as discussed further in this Proxy Statement

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

àUpdate clawback policies in compliance with new Securities and Exchange Commission and Nasdaq requirements by December 1, 2023

àAt the Talent & Compensation Committee meeting in November 2023, our clawback policy was amended to be in compliance with the Securities and Exchange Commission and Nasdaq regulations

(1)Management Business Objectives (“MBOs”) and Strategic Business Objectives (“SBOs”) are described under the "Performance Metrics and Goal Rigor" and "MBOs/SBOs" sections in this Proxy Statement.


~~2023~~2024 Proxy Statement			4753

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 àWe Do require approval of our executive compensation and incentive payouts by our independent Talent & Compensation Committee àWe Do target pay opportunity that is generally aligned to the 50th percentile of general market data and a compensation peer group of companies that are of similar size, as well as aligned to our business model of a platform company and two-sided ~~market place~~marketplace 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~~metrics of ~~shareholder value (APTI)~~profitability of the company àWe Do have appropriate caps on incentive plan ~~payouts;~~payouts of 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~~PSU 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~~settlement requirement for shares earned under equity awards granted in 2023 and earlier àWe Do have a mandatory clawback policy àWe Do have our equity compensation subject to forfeiture and clawback if executive violates restrictive covenants àWe Do have ana market-aligned 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 compensation consultant àWe Do have our Talent & Compensation Committee regularly meet in executive session without management present			WHAT WE DON’T DO àWe Don’t have guaranteed bonuses àWe Don’t have supplemental pension or executive retirement plan ~~(SERP)~~(“SERP”) benefits àWe Don’t allow repricing of underwater options or stock appreciation rights without shareholder approval àWe Don’t allow hedging or pledging of company shares by our officers or directors àWe Don’t allow ~~discounted options or SAR grants~~ 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~~PSUs and ~~restricted stock units~~RSUs granted after January 1, 2021


4854

Executive Compensation

Executive Transitions

~~Robert C. Biesterfeld Jr.’s last day~~During 2023 and early 2024, the Board effected several executive leadership changes, including:

•Following the termination of ~~employment with the company was January 1, 2023. His last day as President and~~our prior Chief Executive ~~Officer of the company, as well as a member of the Board, was~~Officer’s employment at the end of fiscal 2022, the ~~day on December 31, 2022. He received severance for a termination without cause as described under “Executive Separation and Change in Control Plan.”~~

Board appointed one of our directors, Scott P. Anderson, who ~~previously served~~had been serving as independent Chair of the Board, ~~was appointed~~ as Interim Chief Executive Officer, effective January 1, ~~2023.~~2023, while the Board conducted an extensive search for a permanent successor Chief Executive Officer. Mr. Anderson resigned as Chair of the Board and from the Audit Committee and Governance Committee ~~of the Board~~ in connection with his service as Interim ~~CEO.~~

Chief Executive Officer but continued as a member of the Board. Mr. Anderson’s term as Interim Chief Executive Officer concluded on June 25, 2023. Following his term as Interim Chief Executive Officer, Mr. Anderson remained on the Board for the remainder of 2023. He continued to serve on the Capital Allocation and Planning Committee and was appointed to the Governance Committee effective July 1, 2023. As described in “Proposal 1: Election of Directors,” Mr. Anderson has decided not to seek re-election at the Annual Meeting.

•In June 2023, the Board appointed David P. Bozeman as our President and Chief Executive Officer and a member of the Board, effective June 26, 2023. In selecting Mr. Bozeman as Chief Executive Officer, the Board considered Mr. Bozeman’s 30 years of experience in industry-leading companies and iconic brands across supply chains, middle-mile transportation, manufacturing, digital, and customer service. The Board identified Mr. Bozeman as the right leader to advance the company’s vision by focusing on organizational opportunity and enhancing value for the company’s customers and shareholders.

•In December 2023, the company announced a transition in the role of Chief Financial Officer, pursuant to which Michael Zechmeister would depart the company when a successor Chief Financial Officer is appointed or no later than May 31, 2024.

•On January 30, 2024, Michael Castagnetto, the company’s Vice President of Customer Success, was appointed to serve as President of NAST, effective February 1, 2024. Mr. Castagnetto succeeded Mac Pinkerton, who served as a non-executive employee through February 29, 2024 in order to transition his responsibilities, at which time he departed the company.

Certain compensation arrangements related to these leadership changes are described in more detail below.

Compensation Arrangements Related to Executive Transitions

Fiscal 2023 Compensation Program and Offer Letter for Mr. Bozeman, Our New Chief Executive Officer

As described above, the Board appointed Mr. Bozeman as Chief Executive Officer effective June 26, 2023, following an extensive search process. The terms of Mr. Bozeman’s compensation for fiscal 2023 and other terms in his offer letter agreement reflect negotiations between the Talent & Compensation Committee and Mr. Bozeman, taking into consideration the Board’s desire to attract Mr. Bozeman to leave his prior employment to join our company, and to do so at a time when the company was in the midst of transforming the business during a slow freight cycle. There was a significant emphasis on equity in Mr. Bozeman’s compensation package which was intended to align his interests with those of shareholders and reward him for driving improvements during the transformation. The summary below describes the terms of Mr. Bozeman’s offer letter and factors considered by the Talent & Compensation Committee in designing the program.


2024 Proxy Statement			55

Executive Compensation


Compensation Element	Offer Letter Terms and Fiscal 2023 Amounts	Factors Considered


Base Salary	$1.0 million annually	Market competitive base salary at median of peers reflective of Mr. Bozeman’s experience


Annual Incentive Target	150% of base salary (for 2023, pro-rated for period of service) with the same performance measures as other NEOs	Incentive for Mr. Bozeman to lead the execution of the company’s strategy for the balance of fiscal 2023, aligned with the incentives for all other NEOs Target award amount at median of peers


Long-Term Incentives	$3.4 million (reflecting the pro-rated portion of what would have otherwise been a $6.5 million target annual equity award value), distributed 60% in PSUs and 40% in RSUs, with the PSUs having the same performance measures as for other NEOs	Market competitive long-term incentive awards designed to encourage long-term financial and stock price performance, bringing total target pay to the median of peers


Make Whole Awards: Sign-On Bonus and RSU Award	$5.0 million sign-on bonus, repayable if employment terminates prior to second anniversary for any reason other than involuntary termination without cause or his resignation for good reason $12.0 million RSU award to replace equity forfeited from his former employer that vests as to 25% of the shares on each of the six month and one year anniversaries of the date of grant, 30% of the shares on the second anniversary of the date of grant, and 20% of the shares on the third anniversary of the date of grant	Additional cash bonus, primarily to address certain transition matters, such as Mr. Bozeman’s requirement to repay certain amounts to his prior employer. The RSU award is designed to replace equity forfeited from prior employer.


One-time PSU Award	$6.5 million PSU award that vests based on achievement of 10% compound annual growth in adjusted diluted earnings per share over a three year period (2024 – 2026) based on a $4.00 stipulated baseline	In order to drive business transformation, this PSU award is tied to meaningful performance objectives to incentivize strong financial performance


Severance	Participation in Executive Separation and Change in Control Plan, as described below, with certain modifications as described below under “CEO Offer Letter Agreement”	Terms designed to attract Mr. Bozeman from his then-current employment during the company’s transformation


Relocation	Participation in the company’s executive relocation policy, as well as reimbursement for transaction costs and make-whole payments associated with the sale of his prior homes	Designed to facilitate Mr. Bozeman’s relocation to the company’s headquarters as soon as practicable, which was completed during fiscal 2023, and Mr. Bozeman’s negotiation and execution of the offer letter agreement


Perquisites	Personal use of company aircraft up to $100,000 Annual executive physical paid for by the company	Limited personal aircraft use designed to maximize Mr. Bozeman’s focus on company matters Annual executive physical encouraged to facilitate Mr. Bozeman’s health and wellness


56

Executive Compensation

Compensation Arrangement for Mr. Anderson’s Service as Interim Chief Executive Officer

In his role as Interim ~~CEO, is receiving~~Chief Executive Officer, Mr. Anderson received an annual base salary of ~~$1,100,000,~~$1.1 million, an annual target cash incentive of 155% of base salary (prorated for the portion of the year during which Mr. Anderson ~~serves~~served as Interim ~~CEO)~~Chief Executive Officer), and ~~restricted stock units~~RSUs having a grant date value equal to ~~$2,500,000,~~$2.5 million, which were scheduled to vest on the first anniversary of the date of grant, provided that Mr. Anderson ~~is continuing~~continued to provide service to the company as Interim ~~CEO~~Chief Executive Officer or as a director. The RSUs vested January 1, 2024 and will be settled in the form of company stock upon termination of his service on the Board.

~~We also announced that we have commenced a search~~Separation Arrangement with Mr. Zechmeister for Chief Financial Officer Transition

As described above, the company is searching for a ~~permanent CEO.~~

~~The company promoted Arun D. Rajan~~new Chief Financial Officer to ~~Chief Operating Officer on October 31, 2022. Prior to his promotion,~~replace Mr. ~~Rajan held the position of Chief Product Officer. Effective January 1, 2023, to encourage Mr. Arun’s retention~~Zechmeister, who will remain with the company ~~he received an additional annual base salary increase~~as Chief Financial Officer until his successor is appointed or no later than May 31, 2024 as part of the transition. Following his separation from the company, Mr. Zechmeister will receive severance benefits in accordance with the terms of the Executive Separation and Change in Control Plan described below as a result of the involuntary termination of his employment without cause. In addition, Mr. Zechmeister will be entitled to ~~$910,000 and~~a prorated payout of his target annual cash incentive ~~increased to 120% of base salary. The value of his annual grants of his long-term equity incentive increased to $4,000,000~~opportunity for fiscal ~~2023.~~ 2024 (which will be the same as his target opportunity for 2023).

Retention Grants for Executive Officers

In ~~addition, Mr. Rajan was granted a retention award~~February 2023, in consultation with its independent compensation consultant, the form of restricted stock units having a grant date value of $3,500,000, which vest as to 50% of the shares on the 18-month anniversary of January 1, 2023 (the date of grant), and the remaining 50% of the shares on the third annual anniversary of the date of grant. The Talent & Compensation ~~committee believes this~~Committee granted an executive transition award to certain executive officers to retain our leadership team during the CEO transition.

In determining the award amounts, the Talent & Compensation Committee considered several factors including the competitive market for talent and the importance of continuity amongst our NEOs to drive the company’s strategic transformation over the next few years.

The following chart outlines the value and terms of the awards for our NEOs who received these retention award was warranted to ensure continuity of leadership during a period of significant transition and given Mr. Rajan’s critical role in supporting the digital and operational transformation of C.H. Robinson.grants:


NEO	Executive Transition Equity Award Value ($)	Vesting Terms of Equity Award
Michael P. Zechmeister(1)	800,000	100% vesting on the first anniversary of the grant date
Arun D. Rajan(2)	3,500,000	50% vesting on the 18-month anniversary of the grant date and the remaining 50% vesting on the three-year anniversary of the grant date
Angela K. Freeman(1)	3,000,000
Michael J. Short(1)	2,100,000

(1)RSUs were granted on 2/8/2023.

(2)RSUs were granted on 1/1/2023.


2024 Proxy Statement			57

~~2022~~

Executive Compensation

2023 Elements of Compensation

Performance Evaluation and Compensation

The NEOs are all paid the same compensation elements. The determination of the NEOs’ ~~2022~~2023 base salary, annual cash incentive compensation, and equity compensation (both PSUs and RSUs) followed the practices explained above in “Compensation Philosophy and Structure” for executive compensation. Each member of this group is evaluated, and the NEOs’ compensation is based on several different factors, including, but not limited to, the following:

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

2.Tenure in their position;

3.Subjective evaluation of individual performance;

4.Financial performance of the company as a whole;

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

6.~~Comparison to~~Benchmarking of market ~~practices information.~~practices.

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


58

Executive Compensation

Evolution of our Compensation Program


Over the past number of years, C.H. Robinson has been on a journey to modernize our compensation programs to drive profitable growth throughout the transportation cycle and more closely align our programs with the external market and governance best practices. The chart below shows the company’s evolution and a look ahead to 2024.

2022 Changes

•Adopted formal peer group

•No longer pay dividends on unvested shares for grants in 2022 and forward

•Adopted double trigger vesting for time-based equity awards

•PSU performance measures changed to EPS and budgeted % AGP Growth

•Instituted formal Executive Severance and Change in Control Plan

2023 Changes

•Disclosed peer group in proxy statement and utilized peer group for executive compensation pay decisions

•Adopted double trigger vesting for performance-based equity awards

•Removed counting of vested stock options and unvested performance shares for stock ownership guidelines

•PSU performance measures changed to 3-year cumulative EPS, 3-year cumulative AGP, and 3-year average adjusted operating margin

•Annual incentive plan measures changed to blended volume growth, adjusted operating margin %, and MBOs/SBOs

2024 Changes

•Expansion of peer group to include three additional companies

•Removal of post-vesting hold period

•Removal of continued vesting of equity awards after voluntary resignations and involuntary terminations not for cause

•Implemented market-aligned retirement provision for executives after qualifying retirement

•PSU simplified to a single performance measure (3-year cumulative EPS)

•Utilization of 30-day average price for the period prior to grant date to determine numbers of shares for issuance

In 2023, we continued our ongoing compensation program evolution to better align with best practices and consider the incentive objectives of our cyclical business. The introduction of the peer group and policy changes described above considered feedback from our shareholders and were intended to foster competitive and fair practices for our shareholders. The design changes to our annual incentive plan and PSUs were intended to drive our key business objectives while considering the design and goal-setting needs within our cyclical business.

Changes made in 2024 continue to serve the objectives described above. The expansion of our peer group, removal of the one-year delayed settlement of equity awards, and updates to our post-employment vesting conditions were intended to maintain competitiveness among a changing competitive and regulatory landscape. We also simplified our PSU program to ensure a greater line of sight to and focus on EPS, which we believe will continue to support our business strategy and drive shareholder returns across market cycles and long-term secular changes.


2024 Proxy Statement			4959

Executive Compensation

Mix of Executive Compensation

Our current CEO’s target total compensation includes a mix of pay that is heavily weighted to long-term, equity-based incentives ~~(74%~~(72%). On average, our NEOs other than our CEO have an average of ~~61%~~63% 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~~2023 Target Compensation(1)			Average Other NEO ~~2022~~2023 Target Compensation(2)

(1)CEO ~~2022 target compensation~~2023 Target Compensation refers to ~~former~~annual compensation elements of Mr. Bozeman’s 2023 compensation, and excludes sign-on and one-time payments related to his appointment as CEO ~~Robert C. Biesterfeld Jr.~~in 2023. See “Executive Transitions” above for additional information.

(2)The compensation for the other NEOs excludes special retention equity grants in connection with the CEO transition.

(3)Equity compensation includes 60% PSUs and 40% RSUs.

(4)Equity compensation includes 50% PSUs and 50% RSUs.


5060

Executive Compensation

Components of Total Compensation

The elements of compensation are shown as a percentage of total compensation of the CEO and the NEOs other than the CEO. Our annual compensation components are as follows:

Element

~~Performance Period~~

Objective

Performance Measured/Rewarded

Base Salary

~~Annual~~CEO(1)

NEO(2)

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~~CEO(1)

NEO(2)

Motivates and rewards our executives for the achievement of financial performance and certain strategic goals for the company.

In ~~2022,~~2023, the annual cash incentive ~~was based on~~had the ~~following:~~

•following parameters: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.(3)

•à~~Operating Executive Officers - Target opportunity varied from 55% to 85%~~Establishment of ~~base salary and was based on the APTI of the business division and/or region of responsibility~~wide goal posts for the ~~executive, enterprise APTI,~~financial measures with threshold payout at 25% and ~~management business objectives (“MBOs”), one specific to DEI.~~maximum payout at 200%.

•à~~Shared Services Officers - Target opportunity varied from 75% to 100%~~Establishment of ~~base salary~~a payout range for MBOs/SBOs between 50% 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.~~150%.

Performance Stock Units (PSUs)

~~Long-Term~~CEO(1)

NEO(2)

Aligns the interests of management and shareholders.

•àAccounts for 50% of NEOs’ equity grant value and 60% of our CEO’s equity grant value.

•à~~75%~~33.33% of PSUs are ~~aligned~~tied to ~~Diluted Earnings Per Share (“EPS”),~~diluted 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.~~

•à~~25%~~33.33% of PSUs are ~~aligned~~tied to ~~budgeted adjusted gross profit,~~AGP, which aligns to our commitment to our customers and rewards management for profitable ~~growth for each of three successive 1-year periods.~~growth.

•à~~Both~~33.34% of PSUs are tied to adjusted operating margin income, which aligns to our commitment to our shareholders on profitable growth.

àAll measures under the PSU ~~plan~~awards have a ~~vesting~~cumulative three-year performance period ~~of 3 years~~ and a ~~1-year~~one-year delayed distribution of shares.(4)

•àTo 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~~CEO(1)

NEO(2)

Aligns the interests of management and shareholders. Supports our desire to retain our critical talent to drive our long-term business transformation.

•àAccounts for 50% of NEOs’ total equity grant value and 40% of our CEO’s total equity grant value.

•àRSUs have a vesting period of 3three years and a ~~1-year~~one-year delayed distribution of shares.(4)

(1)The CEO compensation elements are based on Mr. Bozeman's annualized compensation package excluding special grants and payments in connection with his appointment.

(2)The compensation elements for the other NEOs exclude special retention equity grants in connection with the CEO transition.

(3)The CEO Annual Cash Incentive Plan for 2023 for Mr. Bozeman was based on 100% financial goals.

(4)The CEO PSUs and RSUs do not have the same one-year delayed distribution of shares. As part of the evolution of our incentives, we are no longer deferring settlement for other NEOs in 2024.


~~2023~~2024 Proxy Statement			5161

Executive Compensation

Performance Metrics and 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~~Below is a summary of the goals of the short-term incentive plan: ENTERPRISE ADJUSTED OPERATING MARGIN One of the measures used to determine the financial component of annual incentive compensation is ~~APTI. APTI~~adjusted operating margin. Adjusted operating margin is a non-GAAP financial measure calculated as operating income ~~before provision for income taxes adjusted for executive short-term incentives~~divided by AGP. AGP is also a non-GAAP financial measure calculated as gross profit excluding amortization of internally developed software utilized to directly serve our customers and ~~other unusual items including acquisitions.~~contracted carriers. See ~~below for a~~the reconciliation of ~~APTI~~AGP and adjusted operating margin to ~~income before provision~~gross profit and operating margin, respectively, in the management’s discussion and analysis in our Annual Report on Form 10-K for ~~income taxes.~~the fiscal year ended December 31, 2023. We believe ~~growth in APTI~~adjusted operating margin is ~~the~~an appropriate measure for our annual cash incentive compensation because it rewards profitable growth, which is aligned with the interests of our shareholders. ENTERPRISE VOLUME GROWTH One of the measures used to determine the financial component of annual incentive compensation is enterprise volume growth. We believe enterprise volume growth is an appropriate measure for our annual cash incentive compensation because it rewards growth of the business, which is aligned with the interests of our shareholders. This measure is a blended volume measure across our four key modes: NAST truckload, NAST LTL, GF ocean, and GF air. Each year, the Talent & Compensation Committee establishes target ~~APTI~~adjusted operating margin and volume 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)~~(MBOs)/STRATEGIC BUSINESS OBJECTIVES (SBOs)(1) The Talent & Compensation Committee included ~~MBOs~~MBOs/SBOs as part of our ~~2022~~2023 annual cash incentive compensation plan for each NEO, other than Mr. ~~Biesterfeld,~~Bozeman, 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~~MBOs/SBOs were designed to recognize the initiatives that help the company ~~navigate~~lower total operating expenses and focus on the ~~large cyclical swings that affect~~long term success of 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.organization. The DEI MBO directly supports the company’s DEI goals and serves to hold leaders accountable for advancing the company’s DEI strategy.

(1)The 2024 Incentive Compensation Plan for the CEO will include MBOs/SBOs.


62

Executive Compensation



~~Equity Compensation~~PSUs			DILUTED EARNINGS PER SHARE (EPS) ~~AND~~ /ADJUSTED GROSS PROFIT (AGP)/ADJUSTED OPERATING MARGIN 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~~long-term growth. The metrics we use in our plan reward management for scaling the business and creating profitable market share growth. More specifically, diluted EPS aligns to our business strategy for long-term performance, across varying market cycles and ~~longer-term~~longer-term secular ~~changes,~~changes. AGP and ~~AGP~~adjusted operating margin aligns to our commitment to our customers and rewards management for profitable growth.


52

~~Executive Compensation~~

~~2022~~2023 Named Executive Officer Compensation

Base Salary

Annual 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~~2023 base salaries, which took effect March ~~6, 2022,~~5, 2023, generally reflect the 50th percentile of our defined market for talent.

The 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 %


NEO	Title	2022 Base Salary ($)		2023 Base Salary ($)		% Change
David P. Bozeman(1)	President and Chief Executive Officer		N/A		1,000,000	N/A
Michael P. Zechmeister	Chief Financial Officer		740,000		740,000	—	%
Arun D. Rajan	Chief Operating Officer		840,000		910,000	8	%
Angela K. Freeman	Chief Human Resources and ESG Officer		575,000		575,000	—	%
Michael J. Short	President of Global Forwarding		625,000		625,000	—	%
Scott P. Anderson(2)	Former Interim Present and Chief Executive Officer		N/A		1,100,000	N/A

(1)Mr. ~~Rajan held the position of Chief Product Officer and~~Bozeman was appointed ~~Chief Operating Officer on October 31, 2022; he did not receive~~President and CEO effective June 26, 2023 and therefore received a ~~base~~pro-rated portion of the salary ~~adjustment at that time.~~noted in the chart.

(2)Mr. ~~Short’s base~~Anderson served as Interim President and CEO from January 1, 2023 to June 25, 2023 and therefore received a pro-rated portion of the salary ~~was increased to position him more competitively to market.~~noted in the chart.


2024 Proxy Statement			63

Executive Compensation

Annual Cash Incentive Compensation

Introduction

The Talent & Compensation Committee approves an individualized incentive compensation plan for each NEO in the first quarter of the calendar year. The primary objectives of our annual cash incentive compensation are to motivate our people to grow our company profits, align pay with annual company performance, and motivate and incent the company’s executive leaders ~~for achievement of~~to achieve important goals aligned to their function or division MBOs (as described ~~on page~~ 55)below in “MBOs/SBOs” in this Proxy Statement).

~~2022~~2023 Target Opportunities

The table below describes the structure of the ~~2022~~2023 annual cash incentive compensation plan.

Targets for NEOs ~~2022~~2023 Annual Cash Incentive Compensation Plan:


NEO	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		NEO	Target Incentive as % of Base Salary		$ Target Incentive ($)	% Tied to Enterprise Volume	% Tied to Enterprise Operating Margin			% Tied to MBO
Robert C. Biesterfeld Jr.		155	%		$1,705,000	100	%	0	%	0	%	0	%
David P. Bozeman(1)														David P. Bozeman(1)	150	%		776,712	50		%	50	%	0	%
Michael P. Zechmeister	Michael P. Zechmeister	85	%		629,000	80	%	0	%	0	%	20	%	Michael P. Zechmeister	100	%		740,000	35	35	%	35	%	30	%
Arun D. Rajan	Arun D. Rajan	100	%		840,000	80	%	0	%	0	%	20	%	Arun D. Rajan	120	%		1,092,000	35	35	%	35	%	30	%
Mac S. Pinkerton		85	%		531,250	30	%	50	%	0	%	20	%
Angela K. Freeman														Angela K. Freeman	75	%		431,250	35		%	35	%	30	%
Michael J. Short	Michael J. Short	85	%		531,250	30	%	0	%	50	%	20	%	Michael J. Short	85	%		531,250	35	35	%	35	%	30	%
Scott P. Anderson(1)														Scott P. Anderson(1)	155	%		822,137	35		%	35	%	30	%

(1)The $ Target Incentive reported reflects the target award pro-rated for the period of time of employment during the year.


~~2023 Proxy Statement~~64			53

Executive Compensation

~~2022~~2023 Performance Levels and Achievement

Financial Metrics

The threshold, target, and maximum levels of ~~APTI are~~blended volume growth and adjusted operating income margin percentage were set ~~each year~~ with the following objectives:

•Establishment of wide goal posts for the financial measures with threshold payout at 25%, maximum payout at 200%, and any performance below threshold with payout at 0%;

•The target level of performance is based on budget;

•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%25% to 200% of target. For the ~~MBO~~MBO/SBO metrics, the payout levels range from ~~90%~~50% to ~~110%~~150% of target. ~~The NEO annual incentive compensation payout at maximum is capped at two times the target opportunity.~~

In ~~2022,~~2023, the Talent & Compensation Committee established ~~these APTI targets aligned with our long-term~~target adjusted operating margin and volume 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,~~enterprise 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 ~~a negative growth rate of 20% growth over 2021 APTI for Global Forwarding.~~ our fluctuating adjusted gross profit margins due to market conditions, historically the company has found it difficult to forecast short-term performance.

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:~~financial metrics as shown in the chart below, resulting in payouts of 4% of target based on below threshold performance against all metrics other than GF air transaction volume:

~~2022~~2023 NEO Annual Incentive Compensation Financial Metrics ~~($ in 000’s)~~

Threshold

Target

Maximum

~~Enterprise APTI~~NAST Truckload Volume

~~North American Surface Transportation APTI~~NAST LTL Volume

~~Global Forwarding APTI~~GF Ocean Volume

GF Air Transaction Volume

03_426224(3)_bar_2023_gfairtransaction.jpg

Enterprise Adjusted Operating Margin %

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)~~In 2022, APTI was adjusted to exclude the impact of organizational changes to support our enterprise strategy of accelerating our digital transformation and productivity initiatives. These restructuring costs included $21.5 million of severance and related personnel expenses and $15.2 million related to the impairment of certain capitalized internally developed software projects.


542024 Proxy Statement			65

Executive Compensation

~~For 2022, for Mr. 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~~MBOs/SBOs

The Talent & Compensation Committee included ~~MBOs~~MBOs/SBOs as part of our fiscal ~~2022~~2023 annual cash incentive compensation plan for each NEO, other than Mr. ~~Biesterfeld,~~Bozeman, 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.

Scott P. Anderson

Michael P. Zechmeister

Arun D. Rajan

Angela K. Freeman

Michael J. Short

Former Interim President and CEO

Chief Financial Officer

Chief Operating Officer

Chief Human Resources and ESG Officer

President of Global Forwarding

MBO/SBO Achievement %:

103%

97%

98%

102%

100%



~~Michael P. Zechmeister~~Objectives:,~~Chief Financial Officer~~
•~~MBO Achievement %:~~ Expense Reduction: Achieve enterprise expense reduction of $250 million in 2023 by delivering $2.15 billion or lower in total operating expense, excluding one-time restructuring charges. •~~100%~~Enterprise Leadership: Leader’s contribution to overall enterprise success in 2023, including: contributions to streamlining the organization and the enterprise cost reduction goals; alignment with enterprise strategy, in actions and communications; engagement and collaboration with senior leadership team; driving team development and succession planning; active facilitation of CEO onboarding. •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 a 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.~~


~~2023 Proxy Statement~~			55

~~Executive Compensation~~

Performance against the ~~MBOs~~MBOs/SBOs were evaluated after year end, with the ~~Interim~~ CEO, ~~Scott Anderson,~~Mr. Bozeman, making recommendations to the Talent & Compensation Committee on the achievement of each NEO’s ~~MBOs.~~MBOs/SBOs. The Talent & Compensation Committee then determined the level of achievement of the ~~MBOs~~MBOs/SBOs to determine the level of payout for this component of the plan. The actual target incentive opportunity and payouts, including each NEO’s ~~MBOs,~~MBOs/SBOs, are described in more detail in the tables beginning on page 6676.

~~2022~~2023 NEO Annual Cash Incentive Compensation

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

Performance for NEOs ~~2022~~2023 Annual Cash Incentive Compensation Plan:


NEO	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
David P. Bozeman
David P. Bozeman
David P. Bozeman									—	%	4	%	N/A	2	%	13,741	(1)
Michael P. Zechmeister	Michael P. Zechmeister	172	%	100%	158	%		993,134
Arun D. Rajan	Arun D. Rajan	172	%	105%	159	%		1,334,684
Mac S. Pinkerton		190	%	95%	172	%		906,892
Arun D. Rajan
Arun D. Rajan
Angela K. Freeman
Angela K. Freeman
Angela K. Freeman
Michael J. Short	Michael J. Short	173	%	105%	159	%		847,235
Michael J. Short
Michael J. Short
Scott P. Anderson
Scott P. Anderson
Scott P. Anderson									—	%	4	%	103%	32	%	264,222	(1)

(1)Payout also prorated based on time in role for 2023.


5666

Executive Compensation

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 long-term, overall company performance, and retaining them at C.H. Robinson. Equity compensation represents approximately ~~74%~~72% of our CEO’s total target compensation and approximately ~~61%~~63% of target compensation for 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 plan is designed to give us flexibility to achieve these objectives.

Equity Mix and Vesting Terms


% of Target Compensation

CEO~~(1)~~			Other NEOs

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

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



40% (CEO) or 50% (Other NEOs)			60% (CEO) or 50% (Other NEOs)

RESTRICTED STOCK UNITS (RSUs) àTime-based àThree-year ratable			PERFORMANCE STOCK UNITS (PSUs) àPerformance-based à33.33% of PSUs tied to three-year cumulative EPS growth à33.33% of PSUs tied to three-year cumulative adjusted gross profit growth à33.34% of PSUs tied to three-year average adjusted operating income margin percentage

In ~~2022,~~2023, equity awards made to our NEOs consisted of ~~performance stock units (“PSUs”)~~PSUs and ~~restricted stock units (“RSUs”)~~RSUs that vest over a three-year ~~period, weighted equally by target value.~~period. As outlined in the chart above, PSUs vest based on the cumulative three-year diluted ~~earnings per share~~EPS growth (weighted as 33.33%), cumulative three-year AGP growth (weighted as 33.33%), and ~~annual~~the average three-year adjusted ~~gross profit growth~~operating income margin percentage of the ~~company. PSU grants~~company (weighted as 33.34%). Settlement of PSUs and RSUs will be deferred for another year following the final vesting date for NEOs other than the CEO. As part of the evolution of our incentives, we are ~~weighted as 75% aligned with the cumulative three-year diluted earnings per share growth metric while 25% are aligned with annual adjusted gross profit growth targets, as outlined~~no longer deferring settlement for other NEOs in ~~the chart above.~~2024.

Given the large percentage of their total compensation that is awarded in the form of equity and the long-term nature of the vesting and ~~delivery,~~settlement, 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. We continue to monitor market trends and plan enhancements related to our equity award design and ~~continue~~ to modernize our compensation plans accordingly.


~~2023~~2024 Proxy Statement			5767

Executive Compensation

~~2022~~ PSUs

Overview

~~Our~~2023 PSU Grants: In 2023, we introduced PSUs with revised performance periods and a revised mix of performance metrics. PSUs granted in 2023 are eligible to vest based on the following performance measures, each with a payout ranging from 0% to 200% of target based on achievement against the performance measure:

•33.33% of the PSUs vest based on a three-year cumulative dilutive EPS achievement target.

•33.33% of the PSUs vest based on a three-year cumulative AGP achievement target.

•33.34% of the PSUs vest based on a three-year average adjusted operating margin percentage achievement target.

2022 and 2021 PSU Grants: PSUs granted in 2022 and 2021 are eligible to vest based on ~~company~~the following performance ~~over~~measures, each with a ~~three-year period~~payout ranging from 0% to 200% of ~~time. Any PSUs that are unvested at~~target based on achievement against the ~~end of the three years are forfeited back to the company.~~ performance measure:

•75% of the PSUs ~~included~~vest based on an average three-year ~~earnings per share~~EPS 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~~vest based on an annual ~~adjusted gross profit~~AGP 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~~For all our PSU ~~award is established on the date of grant. For grants of PSUs,~~awards, 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~~settlement following the completion of vesting.



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.

~~EPS Growth~~ Dividend equivalents are accrued on the PSUs but are not paid until, and to the extent, the PSUs vest.

The ~~cumulative three-year diluted earnings per share growth target included a~~performance vesting of PSU awards from 0% to 200% is based on threshold, target, and maximum ~~level~~levels of achievement. Our PSUs vest based on company performance over a three-year period of time. Any PSUs that are unvested at the end of the applicable vesting period are forfeited back to the company.

For all PSU awards made to NEOs in 2021, 2022, and 2023, we have a post-vest holding period whereby the standard settlement 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.

PSUs for ~~achievement over~~ the ~~period~~2021 – 2023 Performance Period

The EPS growth awards issued in 2021 measuring performance from 2021 through 2023 ~~for the 2021 grants and from 2022 through 2024 for the 2022 grants.~~

~~Adjusted Gross Profit Growth PSUs~~

~~The annual adjusted gross profit target provided for three one-year long performance periods, with one-third of the PSUs eligible to vest~~resulted in ~~each of the three years~~no payout based on achievement ~~of adjusted gross profit for that year. For 2022,~~below threshold as set forth in 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 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.below chart.

~~2022 AGP~~2021 – 2023 COMPOUNDED EPS GROWTH PERFORMANCE LEVELS AND ACHIEVEMENT~~(1)~~


	Threshold	Target	Maximum
~~Adjusted Gross Profit~~EPS Growth

~~(1)2022 performance achievement applies to 1/3 of adjusted gross profit growth PSUs granted in 2021 and 2022.~~

~~Time-Based Restricted Stock Units~~

~~Restricted stock units granted in 2021 and 2022 represented 50% of the NEOs’ annual equity grant value.~~



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.


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Executive Compensation

Adjusted Gross Profit PSUs

The ~~grant date~~AGP awards issued in 2021 measuring performance from 2021 through 2023 did not vest and resulted in no payout based on achievement below threshold as set forth in the below chart.

2021 AND 2022 AGP PERFORMANCE LEVELS AND ACHIEVEMENT(1)


	Threshold	Target	Maximum
AGP

(1)2023 performance achievement applies to one-third of AGP granted in 2021 and 2022.

RSUs

RSUs granted in 2023 vest over a three-year period, or two years after termination of employment, subject to the NEO’s compliance with a non-compete agreement and certain other covenants in favor of C.H. Robinson. The 2023 RSUs also have a post-vesting holding period whereby the standard settlement of vested shares is delayed for one year. For grants of RSUs, the fair value ~~of a restricted stock unit award~~ is established on the grant 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~~2024 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.~~


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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~~is intended to meet the requirements of ERISA and isbe 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,~~2023, 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~~is intended to meet the requirements of the Internal Revenue ~~Code.~~Code for preferential tax treatment.

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)

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 except in certain circumstances such as relocation benefits. Certain benefits were provided to our new CEO as part of his hire in June 2023 to address the specific circumstances around his joining our company, which are described above under “Executive Transitions.”

The Supplemental All Other Compensation table found on page 6777 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;

4.Reviewing the company’s policies, practices, performance, disclosures, and progress toward goals with respect to significant issues of DEI and ~~Human Capital Management,~~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.

7.Additionally, in 2023, as described above under “Executive Transitions,” the compensation for Mr. Bozeman, our new CEO, was determined by the Talent & Compensation Committee, with assistance from its independent compensation consultant, after reviewing market data and considering specific factors related to his hire, which terms were the subject of an arm’s length negotiation between the Talent & Compensation Committee and Mr. Bozeman. Please refer to that discussion for the specific factors that were considered in setting Mr. Bozeman’s compensation.

The Talent & Compensation Committee Report on executive compensation is found on page 6575 ~~of this Proxy Statement.~~.


~~2023 Proxy Statement~~70			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 &and 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~~participated in the compensation process for ~~2022.~~2023. Our Human Resources team, under the management of the Chief Human Resources &and 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~~During 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~~initially 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~~2023, the Talent & Compensation ~~Committee’s request:~~Committee engaged Semler Brossy to perform the following functions:

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

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

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

•~~Prepared~~Prepare 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~~Advise the Talent & Compensation Committee on the design of executive incentive programs and arrangements;

•~~Supported~~Assist the Talent & Compensation Committee in determining the pay package and employment terms for Mr. Bozeman, our new CEO; and

•Support 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 both February 2023 and 2024, the Talent & Compensation Committee concluded that no conflict of interest ~~exists~~existed that would prevent its advisor from independently advising the Talent & Compensation Committee.


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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 Talent & Compensation 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~~Additionally, our independent compensation consultant utilizes third-party survey data where peer data is not available.

The Talent & Compensation Committee evaluates this peer group ~~was identified after decisions for 2022~~on an annual basis, and in 2023, with assistance from its independent compensation consultant, the Talent & Compensation Committee determined that adding the following three companies that were ~~made,~~logistic-centric and aligned with the ~~peer group was first used for~~company’s focus on NAST would be appropriate: GXO Logistics, Inc., Schneider National, Inc., and RXO, Inc. For purposes of determining 2023 compensation, ~~decisions. Going forward, the Committee will evaluate the peer group annually to determine if the~~these three companies were not included as their addition took place after 2023 compensation decisions had been approved. However, they were included in ~~the group continue to meet relevant criteria and are appropriate comparators.~~determining 2024 compensation.

~~To determine~~In determining 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~~Int’l of Washington, Inc.

Fastenal Company

FedEx Corporation

GXO Logistics, Inc.

Hub Group, Inc.

J.B. Hunt Transport Services

Knight-Swift Transportation

Landstar System, Inc.

Norfolk Southern Corporation

Old Dominion Freight Line, Inc.

Performance Food Group

Ryder ~~Systems,~~System, Inc.

RXO, Inc.

Schneider National, 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)Amounts as of December 31, ~~2022.~~2023.


~~2023 Proxy Statement~~72			63

Executive Compensation

Additional Compensation Policies and Practices

Stock Ownership Guidelines

To ensure alignment with our shareholders, the 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,~~PSUs, and ~~restricted stock units.~~RSUs. 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

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.

Clawback Policy

We ~~have an~~revised our incentive compensation recovery policy ~~pursuant~~in 2023 to ~~which~~reflect the ~~Talent & Compensation Committee may require~~final clawback policy rules adopted by the ~~reimbursement or forfeiture of incentive compensation~~Securities and Exchange Commission and Nasdaq. Under the revised policy, in the event that the company is required 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~~prepare an accounting restatement due to material non-compliance with any financial reporting requirement, ~~under securities laws~~we are required to reasonably and promptly seek recovery of any excess incentive-based compensation paid to our current and former executive officers, based on any misstated financial reporting measure, that ~~results from~~was received during the ~~executive’s misconduct or supervisory or other failure. The company expects~~three-year period preceding the date we are required to ~~revise its compensation recovery policy in~~prepare the ~~next year to comply with new Nasdaq and Securities and Exchange Commission rules.~~restatement.

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.

CEO Offer Letter Agreement

In connection with the hire of Mr. Bozeman as our new CEO in June 2023, the company and Mr. Bozeman entered into an employment offer letter providing for the following annual compensation for Mr. Bozeman: (i) annual base salary of $1.0 million, (ii) target annual cash incentive of 150% of base salary (with the payout prorated for the portion of the year during which Mr. Bozeman served as CEO), and (iii) long-term equity incentive awards valued at $6.5 million (which grants for 2023 were prorated for the portion of the year during which Mr. Bozeman served as CEO), 60% of which were issued in the form of PSUs and 40% in the form of RSUs, each with the same performance measures and vesting dates as comparable awards made to the company’s other executive officers for fiscal 2023. In addition, Mr. Bozeman received (i) a signing bonus of $5.0 million that is repayable if his employment terminates prior to the second anniversary of the commencement of his employment for any reason other than involuntary termination without cause or his resignation for good reason, a majority of which was used to repay certain relocation reimbursements to his current employer, (ii) a one-time PSU award valued at $6.5 million that vests based on achievement of 10% compound annual growth in adjusted diluted EPS over a three year period and (iii) a make-whole RSU award to replace equity forfeited from his current employer valued at $12.0 million that vests as to 25% of the shares on each of the six month and one year anniversaries of the date of grant, 30% of the shares on the second anniversary of the date of grant, and 20% of the shares on the third anniversary of the date of grant, in each case subject to certain accelerated or continued vesting provisions. Grant date fair values for these equity grants to Mr. Bozeman were based on the average closing price of a share of the common stock during the 30-day period ending on the trading date before Mr. Bozeman’s first day of employment.


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Executive Compensation

Mr. Bozeman’s employment offer letter agreement also provides that he will participate in the Executive Separation and Change in Control Plan described below, provided that (i) he will also be eligible for the severance benefits provided under the plan in the event of an involuntary termination without cause (as defined in his offer letter agreement) and in the event that he voluntarily resigns for good reason (as defined in his offer letter agreement), (ii) in the event of a termination not involving a change in control he will be entitled to the same severance benefits provided by the change in control termination guidelines (provided that the base pay will be paid in installments instead of a lump sum and that vesting of his equity awards will be as set forth in the award agreements), and (iii) his change in control protection period will include any qualifying termination occurring three months before a change in control. His letter agreement also sets forth individually negotiated definitions of “cause” and “good reason” that apply for purposes of his severance benefits and equity awards, as set forth below. Mr. Bozeman is entitled to certain relocation benefits, housing and transportation benefits (up to a maximum of $100,000 annually), up to $100,000 of personal use of the company’s aircraft, and an annual executive physical paid for by the company.

As defined in the offer letter agreement, “cause” means (i) embezzlement or misappropriation of company funds or property; (ii) failure to comply, as determined by the company, with any applicable confidentiality, non-competition, or data security agreement or obligation; or (iii) failure to comply, as determined by the company, with his letter agreement or any applicable employee agreement or other agreement containing post-employment restrictions, and “good reason” means (i) a material diminution in authority, duties, or responsibilities; (ii) a material reduction in base salary or other material adverse change in the amount of total target compensation (other than a reduction or change applied generally to all salaried employees of the company); or (iii) a material breach by the company of the letter agreement, including without limitation the company requiring a change in work location(s) inconsistent with the letter agreement, provided that Mr. Bozeman first provides written notice to the company of the occurrence of any conditions under this good reason definition within 90 calendar days of occurrence and the condition is not fully remedied by the company within 30 calendar days after such notice.

Employment Agreements with NEOs

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 confidentiality and non-solicitation covenants. These agreements do not commit to post-termination compensation.

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 & Compensation Committee, or a resignation by an executive for good reason. Additional severance benefits may be provided in the case of a termination within 24 months after a change in control. The Severance Plan provides benefits in addition to the continued vesting 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.

Equity Plan Acceleration and Post-Employment Vesting

Our equity award agreements with our NEOs for grants made in ~~2022~~2023 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~~In the case of a change in ~~control. PSUs~~control, PSU grants made in 2023 will ~~vest~~be considered earned 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.~~level and convert to time-based vesting for the remainder of the original performance period. 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~~future. It also serves as 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.


74

Executive Compensation

(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 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 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~~will vest ~~based~~ on ~~cumulative EPS growth,~~ a ~~one-year service requirement must be met before being eligible for~~ prorated ~~vesting based~~basis depending on the service provided during the performance period (except that if service is terminated in the first year, no more than two-thirds of the award may vest), if the NEO complies with the non-compete agreement and certain other agreements in favor of the company, for up to two years of continued post-employment vesting. ~~For PSUs~~

Mr. Bozeman’s special sign-on equity awards provide for similar change in control and termination of employment treatment, except 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~~

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. These agreements do not commit to post-termination compensation.

~~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 providedonly in the case of a termination ~~within 24 months after a change in control. The Severance Plan provides benefits in addition~~without cause or due to the continued vesting 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.good reason.

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 employees”.

Despite the limits on the deductibility of 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 compensation awards may have resulted in the past, and are expected to result in the future, in non-deductible compensation expense to us.

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 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 Compensation Discussion and Analysis section be included in this Proxy Statement. The Talent & Compensation Committee Charter is posted under the Governance section of the Investors page of our website at investor.chrobinson.com.

~~Jodee A. Kozlak,~~Mary J. Steele Guilfoile, Chair

Kermit R. Crawford

Timothy C. Gokey

~~Mary J. Steele Guilfoile~~Jodee A. Kozlak

Henry W. “Jay” Winship

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


~~2023~~2024 Proxy Statement			6575

Executive Compensation

Executive Compensation Tables

Summary Compensation Table

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


Name of Executive Officer and Principal Position	Year	Salary ($)	Bonus ($)			Stock Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)(3)		Total ($)

David P. Bozeman President and Chief Executive Officer	2023	500,000	(4)	5,000,000	(5)	21,512,222		13,741		940,690	27,966,653


Michael P. Zechmeister Chief Financial Officer	2023	740,000		—		2,720,422		233,772		24,161	3,718,355
	2022	737,115		—		1,544,010		993,134		18,300	3,292,559
	2021	722,404		—		1,521,488		1,106,169		17,400	3,367,461


Arun D. Rajan Chief Operating Officer	2023	908,654		—		7,229,857		335,653		23,772	8,497,936
	2022	832,308		—		2,265,705		1,334,684		49,308	4,482,005
	2021	261,539	(6)	—		4,129,752		462,027		52,773	4,906,090


Angela K. Freeman Chief Human Resources and ESG Officer	2023	575,000		—		4,369,441		136,876		23,720	5,105,037




Michael J. Short President of Global Forwarding	2023	625,000		—		3,978,490		165,954		22,752	4,792,196
	2022	610,577		—		1,368,268		847,235		18,300	2,844,380
	2021	548,269		—		1,040,865		796,400		17,400	2,402,934


Scott P. Anderson Former Interim President and Chief Executive Officer	2023	528,846	(7)	—		1,988,623		264,222		14,839	2,796,530

(1)Amounts shown in this column represent RSU and PSU awards made in 2021, 2022, and 2023 set forth below and described in the CD&A above:


Stock Awards	Mr. Bozeman($)	Mr. Zechmeister($)	Mr. Rajan($)	Ms. Freeman($)	Mr. Short($)	Mr. Anderson($)
Annual RSUs	1,324,530	865,079	1,730,157	627,115	865,079	—
Annual PSUs with respect to 2023 grants(a)	1,986,749	892,935	1,783,104	646,893	892,935	—
Annual PSUs with respect to 2021 and 2022 grants(b)	—	165,962	232,587	110,304	130,577	—
Retention RSUs	—	796,446	3,484,009	2,985,129	2,089,899	—
CEO Make-Whole RSU	11,806,030	—	—	—	—	—
CEO One-Time PSU(c)	6,394,913	—	—	—	—	—
Interim CEO Service RSU	—	—	—	—	—	1,988,623
Total	21,512,222	2,720,422	7,229,857	4,369,441	3,978,490	1,988,623

Assumptions used in the calculation of the amounts reported in this 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, ~~2022.~~2023. The values of annual PSU awards are reported assuming they are earned at target; however; if they were assumed to vest at maximum, the grant date fair value would have been:

(a)For the PSUs granted in 2023: Mr. Bozeman - $3,973,498, Mr. Zechmeister - $1,785,870, Mr. Rajan - $3,566,208, Ms. Freeman - $1,293,786 and Mr. Short - $1,785,870.

(b)For the PSUs granted in 2021 and 2022 for which performance metrics were set in 2023: Mr. Zechmeister - $331,924, Mr. Rajan - $465,174, Ms. Freeman - $220,608 and Mr. Short - $261,154.

(c) For Mr. Bozeman’s one-time PSU, the grant date fair value is reported at the target number of shares and there is no opportunity to earn in excess of that number.


76

Executive Compensation

(2)Amounts shown in this column represent amounts earned under our annual incentive program during each respective year and paid early in the following year.

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

(4)Mr. ~~Biesterfeld’s last day as the~~Bozeman’s salary reported for 2023 is for a partial year; Mr. Bozeman was appointed President and CEO of the company ~~was on December 31, 2022.~~effective June 26, 2023.

(5)IfMr. Bozeman received an additional cash bonus, primarily to address certain transition matters, such as Mr. Bozeman’s requirement to repay certain amounts to his previous employer. This cash bonus is repayable if employment is terminated prior to the ~~PSU awards were to vest at maximum, the value of Mr. Biesterfeld’s stock awards would be $9,612,923.~~second anniversary for any reason other than involuntary termination without cause or his resignation for good reason.

(6)~~If the PSU awards were to vest at maximum, the value of Mr. 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 vest at maximum, the value of Mr. 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 Product Officer on September 1, 2021.

~~(10)~~(7)IfMr. Anderson served as Interim Chief Executive Officer between January 1, 2023 and June 25, 2023 and did not receive any compensation as a director during this period. Effective June 26, 2023, Mr. Anderson remained a board member and was appointed as a member of the ~~PSU awards were to vest at maximum,~~Governance Committee effective July 1, 2023. His compensation as a director is set forth in the ~~value of Mr. Pinkerton’s stock awards would be $2,277,292.~~2023 Director Compensation table.

~~(11)If the PSU awards were to vest at maximum, the value of Mr. Short’s stock awards would be $2,025,676.~~


66

~~Executive Compensation~~

Supplemental All Other Compensation Table


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

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

(2)Represents life insurance premiums, expense reimbursement, and miscellaneous other compensation items.

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

~~(3)~~(4)Represents reimbursement of taxes paid by Mr. ~~Rajan~~Bozeman on relocation expense reimbursement.

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

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
Robert C. Biesterfeld Jr. 2/3/2021 $— $— $— 888 3,550 7,100 (3) — $253,364
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 — — — — —
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
— 629,000 1,258,000 — — — — —
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 — — — — —
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
— 531,250 1,062,500 — — — — —
Michael J. Short 2/3/2021 — — — 156 623 1,246 (3) — 44,464
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 Annual Cash Incentive Compensation section of 2022 Named Executive Officer Compensation, beginning on page~~ 53~~, the amount earned by each NEO was based upon on the company’s or the appropriate business division’s APTI, along with MBO achievement for 2022 and was paid to the executive in early 2023.~~


~~2023~~2024 Proxy Statement			6777

Executive Compensation

Grants of Plan-Based Awards in 2023


Name of Executive Officer	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards						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 ($)(1)
		Threshold ($)		Target ($)		Maximum ($)		Threshold	Target	Maximum

David P. Bozeman	6/26/2023		—	—		—		—	69,442	—	(3)	—		6,394,914
	6/26/2023		—	—		—		1,798	7,192	14,384	(4)	—		662,311
	6/26/2023		—	—		—		1,798	7,191	14,382	(5)	—		662,219
	6/26/2023		—	—		—		1,798	7,191	14,382	(6)	—		662,219
	6/26/2023		—	—		—		—	—	—		128,201	(7)	11,806,030
	6/26/2023		—	—		—		—	—	—		14,383	(8)	1,324,530
			—	776,712	(2)	1,553,424	(2)	—	—	—		—		—


Michael P. Zechmeister	2/8/2023		—	—		—		229	914	1,828	(9)	—		84,225
	2/8/2023		—	—		—		222	887	1,774	(10)	—		81,737
	2/8/2023		—	—		—		808	3,230	6,460	(4)	—		297,645
	2/8/2023		—	—		—		808	3,230	6,460	(5)	—		297,645
	2/8/2023		—	—		—		808	3,230	6,460	(6)	—		297,645
	2/8/2023		—	—		—		—	—	—		7,740	(11)	796,446
	2/8/2023		—	—		—		—	—	—		9,670	(8)	865,079
			—	740,000		1,480,000		—	—	—		—		—


Arun D. Rajan	2/8/2023		—	—		—		304	1,217	2,434	(9)	—		112,147
	2/8/2023		—	—		—		327	1,307	2,614	(10)	—		120,440
	2/8/2023		—	—		—		1,613	6,450	12,900	(4)	—		594,368
	2/8/2023		—	—		—		1,613	6,450	12,900	(5)	—		594,368
	2/8/2023		—	—		—		1,613	6,450	12,900	(6)	—		594,368
	1/1/2023		—	—		—		—	—	—		38,227	(11)	3,484,009
	2/8/2023		—	—		—		—	—	—		19,340	(8)	1,730,156
			—	1,092,000		2,184,000		—	—	—		—		—


Angela K. Freeman	2/8/2023		—	—		—		148	590	1,180	(9)	—		54,369
	2/8/2023		—	—		—		152	607	1,214	(10)	—		55,935
	2/8/2023		—	—		—		585	2,340	4,680	(4)	—		215,631
	2/8/2023		—	—		—		585	2,340	4,680	(5)	—		215,631
	2/8/2023		—	—		—		585	2,340	4,680	(6)	—		215,631
	2/8/2023		—	—		—		—	—	—		29,010	(11)	2,985,129
	2/8/2023		—	—		—		—	—	—		7,010	(8)	627,115
			—	431,250		862,500		—	—	—		—		—


Michael J. Short	2/8/2023		—	—		—		156	624	1,248	(9)	—		57,502
	2/8/2023		—	—		—		198	793	1,586	(10)	—		73,075
	2/8/2023		—	—		—		808	3,230	6,460	(4)	—		297,645
	2/8/2023		—	—		—		808	3,230	6,460	(5)	—		297,645
	2/8/2023		—	—		—		808	3,230	6,460	(6)	—		297,645
	2/8/2023		—	—		—		—	—	—		20,310	(11)	2,089,899
	2/8/2023		—	—		—		—	—	—		9,670	(8)	865,079
			—	531,250		1,062,500		—	—	—		—		—


Scott P. Anderson	1/1/2023		—	—		—		—	—	—		27,305	(12)	1,988,623
			—	822,137	(1)	1,644,274	(1)	—	—	—		—

~~(2)~~(1)The amounts in this column represent the grant date fair value for the respective ~~awards.~~awards at target. The vested performance-based ~~restricted stock units~~RSUs and time based ~~restricted stock units~~RSUs earn dividends at the same rate as 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.


78

Executive Compensation

(2)Under the terms of the award and as further explained in the Annual Cash Incentive Compensation section of 2023 Named Executive Officer Compensation, beginning on page 63, the amount earned by each NEO was based on the enterprise blended volume growth and adjusted operating income margin %, along with MBO/SBO achievement for 2023 and was paid to the NEO in early 2024. The values noted in the table represent the pro-rated opportunity for the period of time of employment during the year.

(3)Represents ~~1/3~~the number of PSUs granted to Mr. Bozeman upon his appointment as our President and Chief Executive Officer. These PSUs vest as to one-third of the total shares based on achievement of 10% compound annual growth in adjusted diluted EPS in each year from 2024 to 2026, with the opportunity to earn any PSUs not vested in any year in a subsequent year during the performance period.

(4)Represents the number of PSUs granted during the reported year to the NEO. These PSUs are available to vest over three calendar years beginning in 2023, based on the company’s average annual adjusted operating margin percentage growth. Any shares unvested after the vesting period are forfeited back to the company. The standard settlement of all vested PSUs occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment with the exception of Mr. Bozeman’s PSUs. Mr. Bozeman’s PSUs will settle within 60 days after the vesting date.

(5)Represents the number of PSUs granted during the reported year to the NEO. These PSUs are available to vest over three calendar years beginning in 2023, based on the company’s cumulative AGP growth. Any shares unvested after the vesting period are forfeited back to the company. The standard settlement of all vested PSUs occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment with the exception of Mr. Bozeman’s PSUs. Mr. Bozeman’s PSUs will settle within 60 days after the vesting date.

(6)Represents the number of PSUs granted during the reported year to the NEO. These PSUs are available to vest over three calendar years beginning in 2023, based on the company’s cumulative diluted EPS growth. Any shares unvested after the vesting period are forfeited back to the company. The standard settlement of all vested PSUs occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment with the exception of Mr. Bozeman’s PSUs. Mr. Bozeman’s PSUs will settle within 60 days after the vesting date.

(7)Represents the number of RSUs granted to Mr. Bozeman upon his appointment as our President and Chief Executive Officer. These RSUs replace equity forfeited by Mr. Bozeman from his former employer. The RSUs vest as to 25% of the shares on each of the six month and one year anniversaries of the date of grant, 30% of the RSUs vest on the second anniversary of the date of grant, and 20% of the RSUs vest on the third anniversary of the date of grant, in each case subject to certain accelerated or continued vesting provisions. The number of units subject to the equity award was determined by dividing the value of the grant by the average closing price of a share of the company’s common stock during the 30-day period ending on the trading date before June 26, 2023 and rounding down to the nearest whole number.

(8)Represents the number of time based RSUs granted during the reported year to the NEO. These RSUs vest ratably over three calendar years beginning in 2023. The standard settlement of all vested RSUs granted in 2023 or earlier occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment.

(9)Represents one-third of the total number of ~~performance-based restricted stock units~~PSUs 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~~one-third of the grant is reported as granted when such performance target is set. The grant of the first ~~1/3~~two-thirds of the award was disclosed when reporting 2021 ~~compensation~~ and ~~the remaining 1/3 will be disclosed when reporting 2023 compensation, respectively.~~2022 compensation. The grant date fair value is determined when the annual performance targets are set during the following February. These ~~performance-based restricted stock units~~PSUs are available to vest over three calendar years beginning in 2021, based on the company’s annual ~~adjusted gross profit~~AGP growth. Any ~~shares~~PSUs unvested after the ~~vesting~~performance period are forfeited back to the company. The standard ~~delivery~~settlement of all vested ~~performance stock units~~PSUs occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment.

~~(4)~~(10)Represents one-third of the total number of ~~performance-based restricted stock units~~PSUs granted during the reported year to the NEO. The first one-third was disclosed when reporting 2022 compensation. The remaining one-third will be disclosed when reporting 2024 compensation. The grant date fair value is determined when the annual performance targets are set during the following February. These ~~performance-based restricted stock units~~PSUs are available to vest over three calendar years beginning in 2022, based on the company’s ~~cumulative three-year diluted earnings per share~~annual AGP growth. Any shares unvested after the ~~vesting~~performance period are forfeited back to the company. The standard ~~delivery~~settlement of all vested ~~performance stock units~~PSUs occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment.

~~(5)~~(11)Represents ~~1/3~~the number of RSUs granted to the NEO during the period of transition following the departure of its former President and Chief Executive Officer. The RSUs granted to Mr. Zechmeister vest as to 100% of the ~~total~~shares on the first anniversary of the grant date. The RSUs granted to Mr. Rajan, Ms. Freeman, and Mr. Short vest as to 50% on the 18 month anniversary of the date of grant and the remaining 50% on the three-year anniversary of the date of grant.

(12)Represents the number of RSUs granted to Mr. Anderson upon his appointment as our Interim Chief Executive Officer. The RSUs vested as to 100% of the shares on the one year anniversary of the grant date contingent upon Mr. Anderson remaining either the Interim Chief Executive Officer or a director of the company.


2024 Proxy Statement			79

Executive Compensation

Outstanding Equity Awards at Fiscal Year-End 2023


	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 ($)	Equity Incentive Plan Awards: Number of Shares or Units of Stock That Have Not Vested		Equity Incentive Plan Awards: Market Value of Shares or Units of Stock That Have Not Vested ($)
David P. Bozeman							128,201	(1)	11,075,284
							69,442	(2)	5,999,094
							31,163	(3)	2,692,172
Michael P. Zechmeister	41,960	(4)	0	(4)	82.05	9/3/2029				7,980	(6)		689,392
	44,016	(4)	11,004	(4)	72.74	2/5/2030				886	(7)		76,542
										3,544	(8)		306,166
										6,447	(9)		556,956
										3,230	(10)		279,040
										3,230	(10)		279,040
										3,230	(10)		279,040
							7,740	(5)	668,659
Arun D. Rajan							38,227	(11)	3,302,431	11,750	(6)		1,015,083
										1,306	(7)		112,825
										5,224	(8)		451,301
										12,893	(9)		1,113,826
										6,450	(10)		557,216
										6,450	(10)		557,216
										6,450	(10)		557,216
Angela K. Freeman	10,572	(12)	0	(12)	87.15	12/6/2027				5,460	(6)		471,689
	20,220	(12)	0	(12)	88.87	12/5/2028				606	(7)		52,352
	12,728	(13)	6,364	(13)	72.74	2/5/2030				2,426	(8)		209,582
										4,673	(9)		403,700
										2,340	(10)		202,153
										2,340	(10)		202,153
										2,340	(10)		202,153
							29,010	(14)	2,506,174
Michael J. Short	4,044	(12)	0	(12)	88.87	12/5/2028				7,140	(6)		616,825
	6,364	(13)	6,364	(13)	72.74	2/5/2030				794	(7)		68,594
										3,174	(8)		274,202
										6,447	(9)		556,956
										3,230	(10)		279,040
										3,230	(10)		279,040
										3,230	(10)		279,040
							20,310	(14)	1,754,581
Scott P. Anderson							27,305	(15)	2,358,879

(1)Upon Mr. Bozeman’s appointment to Chief Executive Officer in June 2023, C.H. Robinson awarded him a make-whole RSU award to replace equity forfeited from his previous employer valued at $12 million. The stock award vests as to 25% of the shares on each of the six month and one year anniversaries of the date of grant, 30% of the shares on the second anniversary of the date of grant, and 20% of the shares on the third anniversary of the date of grant, in each case subject to certain accelerated or continued vesting provisions. The number of units subject to the equity award was determined by dividing the value of the grant by the average closing price of a share of the company’s common stock during the 30-day period ending on the trading date before June 26, 2023 and rounding down to the nearest whole number.


80

Executive Compensation

(2)Upon Mr. Bozeman’s appointment to Chief Executive Officer in June 2023, C.H. Robinson awarded him a one-time PSU award valued at $6.5 million that vests based on achievement of 10% compound annual growth in adjusted diluted EPS over a three-year period. The number of units subject to the equity award was determined by dividing the value of the grant by the average closing price of a share of the company’s common stock during the 30-day period ending on the trading date before June 26, 2023 and rounding down to the nearest whole number.

(3)Upon Mr. Bozeman’s appointment to Chief Executive Officer in June 2023, his annual compensation included long-term equity incentive awards valued at $6.5 million (which for 2023 was prorated for the portion of the year during which Mr. Bozeman served as CEO), 60% of which were issued in the form of PSUs and 40% in the form of RSUs, each with the same performance measures and vesting dates as comparable awards made to the company’s other executive officers for fiscal 2023 as part of the equity incentive plan. The awards are based on the company’s cumulative three-year diluted EPS growth, cumulative three-year annual AGP growth, and three-year average annual adjusted operating margin. Refer to the documentation below on the 2023 performance-based ~~restricted~~RSUs given to executive officers in conjunction with the equity incentive plan.

(4)Represents the number of time-based stock ~~units~~options granted during the reported year to the NEO. ~~The remaining 2/3 will be disclosed when reporting 2023~~These stock options vest ratably over five calendar years beginning in the year of grant. Once vested, they are exercisable for a period of 10 years from the date of grant under the option award agreement.

(5)Mr. Zechmeister was awarded a special time-based RSU award on February 8, 2023. This award vested and ~~2024 compensation, respectively.~~settled on February 8, 2024. The ~~grant date~~ fair value ~~is determined when~~was established based on the ~~annual performance targets are set during~~market price of our common stock on the ~~following February. These~~date of grant.

(6)The 2022 performance-based ~~restricted stock units~~RSUs are available to vest over three calendar years beginning in 2022, based on the company’s ~~annual adjusted gross profit~~cumulative three-year diluted EPS growth. Any shares unvested after the ~~vesting~~performance period are forfeited back to the company. The standard ~~delivery~~settlement of all vested ~~performance stock units~~PSUs occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment.

~~(6)~~(7)~~Represents the number of time based restricted stock units granted during the reported year~~The 2022 performance-based RSUs are available to ~~the NEO. These restricted stock units~~ vest ~~ratably~~ over three calendar years beginning in 2022, based on the company’s annual AGP growth. Any shares unvested after the performance 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~~settlement of all vested ~~restricted stock units~~PSUs 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)~~(8)The ~~2013-2014~~2022 time-based RSUs vest ratably over three calendar years beginning in 2022. The standard settlement of all vested RSUs occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment.

(9)The 2023 RSUs vest ratably over three calendar years beginning in 2023. Shares of the company’s common stock will be delivered upon the earlier of one year after termination of employment or February 15, 2027, or the next available trading day if this date falls on the weekend or holiday.

(10)The 2023 performance-based ~~stock option grants were~~RSUs are available to vest over ~~a five year period~~three calendar years beginning in 2023, based on the ~~financial performance of the company. The vesting formula for the 2013-2014 awards is based on the year-over-year percentage~~company’s cumulative three-year diluted EPS growth, ~~in diluted earnings per share, plus ten percentage points.~~cumulative three-year AGP growth, and three-year average annual adjusted operating margin. Any ~~performance-based stock options~~shares unvested after ~~five years were~~the performance period are forfeited back to the company. ~~Once~~The standard settlement of all vested PSUs occurs upon the ~~options~~earlier of two years after termination of employment or February 15, 2027, or the next available trading day if this date falls on the weekend or holiday.

(11)Mr. Rajan was awarded a special time-based RSU award on January 1, 2023. This award vests with 50% of the shares on July 1, 2024, and the remaining 50% will vest ~~they are exercisable for a period~~on January 1, 2026, with no delayed settlement, contingent on Mr. Rajan’s continued service. The fair value was established based on the market price of ~~ten years from~~our common stock on the date of ~~grant under the option award agreement.~~grant.

~~(2)~~(12)Represents the number of ~~time based~~time-based stock options granted during the reported year to the NEO. These stock options vest ratably over five calendar years beginning in the calendar year after the year of grant. Once vested, they are exercisable for a period of ~~ten~~10 years from the date of grant under the option award agreement.

~~(3)~~(13)Represents the number of ~~time based~~time-based stock options granted during the reported year to the NEO. These stock options vest ratably over five calendar years beginning in the year of grant. Once vested, they are exercisable for a period of ~~ten~~10 years from the date of grant under the option award agreement.

~~(4)~~(14)Ms. Freeman and Mr. Short were awarded a special time-based RSU award on February 8, 2023. This award vests over a three year period at 18-month increments beginning on August 8, 2024, when 50% of the award will vest and ends on February 8, 2026, when the remaining 50% of the award will vest. Settlement will occur at each vesting date. The ~~2021 performance-based restricted stock units are available to vest over three calendar years beginning in 2021,~~fair value was established based on the ~~company’s cumulative three-year diluted earnings per share growth. Any shares unvested after~~market price of our common stock on the ~~vesting period are forfeited back to the company. The standard delivery~~date 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.~~grant.

~~(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)~~(15)Upon Mr. ~~Rajan’s hire as~~Anderson’s appointment to Interim Chief ~~Product~~Executive Officer in ~~August 2021,~~January 2023, C.H. Robinson awarded him a special time-based ~~restricted stock unit~~RSU award. This award ~~vests ratably~~fully vested on January 1, 2024, with settlement within 30 days after Mr. Anderson ceases service with 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~~company in all capacities 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.provider. The fair value was established based on the market price of our common stock on the date of grant.


702024 Proxy Statement			81

Executive Compensation

Option Exercises and Stock Vested During ~~2022~~2023


		Option Awards			Stock Awards
	Option Awards													Option Awards					Stock Awards
Name of Executive Officer	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)
David P. Bozeman
David P. Bozeman
David P. Bozeman										0		0				4,794				414,154	(1)
Michael P. Zechmeister	Michael P. Zechmeister	0		0	19,276		1,861,634	(2)	Michael P. Zechmeister	0	0		0		10,410		10,410	899,320			899,320	(1)	(1)
Arun D. Rajan	Arun D. Rajan	0		0	22,592		2,237,045	(3)	Arun D. Rajan	0	0		0		23,994		23,994	2,087,463			2,087,463	(2)	(2)
Mac S. Pinkerton		5,197		244,243	12,827		1,174,440	(4)
Angela K. Freeman									Angela K. Freeman	0		0				7,115				614,665	(1)
Michael J. Short	Michael J. Short	35,496		1,022,769	11,082		1,014,668	(5)	Michael J. Short	16,046	364,051		364,051		8,890		8,890	768,007			768,007	(1)	(1)
Scott P. Anderson

(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~~Value realized on vesting ~~period. $3,998,425~~ is deferred until the earlier of one year following the end of the three-year vesting period or two years after termination of employment.

(2)$~~405,245 is deferred until the earlier of two years after termination of employment or two years following the end of the five-year vesting period. $987,566~~1,428,372 is deferred until the earlier of one year following the end of the three-year vesting period or two years after termination of employment. ~~$468,823~~$659,091 was not deferred.

~~(3)$1,385,486 is deferred until the earlier of one year following the end of the three-year vesting period or two years after termination of employment. $851,559 was not deferred.~~

~~(4)~~$252,248 is deferred until the earlier of two years after termination of employment or two years following the end of the 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.

Nonqualified Deferred Compensation(1)


Name of Executive Officer	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)		Name of Executive Officer	Executive Contributions in 2023 ($)	Registrant Contributions in 2023 ($)(2)	Aggregate Earnings (Loss) in 2023 ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at December 31, 2023 ($)(2)
Robert C. Biesterfeld Jr.			$0		$6,664,231		($2,084,783)		($213,034)		$18,948,342
David P. Bozeman
Michael P. Zechmeister	Michael P. Zechmeister		—		1,684,864		(466,245)		—		4,497,244
Arun D. Rajan	Arun D. Rajan		—		1,862,440		(239,258)		—		3,428,006
Mac S. Pinkerton			—		1,510,076		(603,428)		(252,910)		4,806,534
Angela K. Freeman
Michael J. Short	Michael J. Short		—		1,346,691		(588,731)		(159,686)		4,652,805
Scott P. Anderson

(1)All awards referred to in this table are in the form of vested performance-based restricted shares, ~~performance stock units,~~vested PSUs, and ~~restricted stock units.~~vested RSUs.

(2)All values in this column are based on the closing market price of the company stock as of December 31, ~~2022.~~2023.


82

Executive Compensation

Potential Payments Upon Termination or Change in Control

See the description of ~~the Severance Plan under the heading~~our Executive Separation and Change in Control Plan on page 6574, for further information related to potential severance payments and equity acceleration described in the table below.

The following table lists the potential value of severance and bonus payments, and accelerated vesting of unvested PSU and performance-based restricted share awards and ~~time based~~time-based stock 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% of the 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% of the board of the surviving entity and 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, ~~2022,~~2023, the last day of our reporting year. C.H. Robinson does not gross up payments to executive officers due to a change in control.


~~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

Name of Executive Officer

David P. Bozeman

Vesting of restricted shares and units

Severance

Annual target bonus

Michael P. Zechmeister

Vesting of restricted shares and units

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

—

Annual target bonus

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

—

Arun D. Rajan

Vesting of restricted shares and units

Severance

Annual target bonus

Angela K. Freeman

Vesting of restricted shares and units

Severance

Annual target bonus

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

—

Michael J. Short

Vesting of restricted shares and units

Severance

Annual target bonus

(1)Mr. Biesterfeld’s service with the company ended on January 1, 2023 due to an involuntary termination without cause. Therefore, only those payments and 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)~~(2)PSUs vest at ~~better~~greater of actual or target upon a ~~CIC; includes 24 months~~change in control. In the event of a change in control, the NEO is also eligible for COBRA premiums.

~~(4)~~(3)~~Includes 24 months~~In the event of severance/termination, the NEO is also eligible for COBRA premiums.


722024 Proxy Statement			83

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 ~~median employee~~employees and the annual ~~total~~ compensation of ~~Robert C. Biesterfeld Jr.,~~David P. Bozeman, our ~~former~~ President and CEO.

For ~~2022,~~2023, 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;~~$60,720; and

àthe annual total compensation of our ~~former~~ CEO, as reported in the Summary Compensation Table, on page 76 of this Proxy Statement was ~~$10,529,870.~~$27,966,653. The annualized compensation for Mr. Bozeman, had he been in role for the entire year, would have been $34,747,946; therefore, we have used this amount to calculate the ratio of our annual total compensation for our CEO to the annual compensation of our median employee.


Summary Comp Table (SCT) Component	Actual Values from SCT ($)	For CEO Pay Ratio Calculation ($)	Rationale
Salary	500,000	1,000,000	Annualized salary
Sign-on Bonus	5,000,000	5,000,000	Not annualized, one time sign on bonus
Stock Awards	21,512,222	24,646,470	Annualized stock value for annual stock grant, plus full value of sign-on awards(1)
Non-Equity Incentive Compensation Plan	13,741	26,538	Annualized bonus payout based on actual performance
All Other Compensation	940,690	940,690	Not annualized, full costs
Total CEO Pay	27,966,653	34,747,946

(1)$18,200,943 of this value was in special one-time equity grants made to our CEO upon appointment.

Based on this information, for ~~2022,~~2023, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was ~~168:~~572:1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K.

~~While conducting~~We identified our ~~2022~~median employee based on the base salary plus overtime actually paid during fiscal year 2023 to all members of our workforce (including full-time, part-time, and temporary employees), other than our CEO, who were employed on December 31, 2023.

For purposes of determining the base salary plus overtime actually paid, we included: the amount of base salary the employee received during the year, and the amount of overtime the employee received during the year. We included adjustments for annualizing the pay ~~ratio analysis,~~for any employees who were employed by us for only part of the ~~company~~year, which included those that were on furlough.

Once we identified our median employee, we then determined that ~~we could use~~employee’s total compensation, including any perquisites and other benefits, in the same ~~median employee~~manner that we ~~identified last year in~~determine the total compensation of our ~~2021 pay ratio analysis. That~~NEOs for purposes of the Summary Compensation Table disclosed above. The total compensation of our median employee, was ~~identified on December 31, 2021. We do not believe there has been any change~~determined to be $60,720. This total compensation amount for our median employee was then compared to the total compensation of our CEO disclosed above in ~~either~~the amount of $34,747,946. The elements included in the CEO’s total compensation are fully discussed above in the footnotes to the Summary Compensation Table.

If special one-time sign-on bonus and equity grants were excluded from the CEO’s compensation, the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee population or our employee compensation arrangements or practices that we believe would significantly impact our 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 pay ratio disclosure.was 190:1.


~~2023 Proxy Statement~~84			73

Executive Compensation

Pay Versus Performance

As discussed in the CD&A above, 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. A substantial portion of our NEOs’ realized compensation is linked to the achievement of our financial, operational, and strategic objectives, and to align our executive pay with changes in the value of our shareholders’ return. The following tables provide additional compensation information for our NEOs, calculated in accordance with ~~SEC~~Securities and Exchange Commission (“SEC”) regulations, for the years ended December 31, 2023, 2022, 2021, and 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 td00 Investment (4) based on:			Net Income ($ in 000’s)		Adjusted Operating Margin(6)
	Summary Compensation Table Total for CEO ($)(1)																	Summary Compensation Table Total for CEO ($)(1)			Compensation Actually Paid to CEO ($)(2)			Summary Compensation Table Total for Interim CEO ($)(1)			Compensation Actually Paid to Interim CEO ($)(2)		Average Summary Compensation Table Total for Non-CEO NEOs ($)(1)			Average Compensation Actually Paid to Non-CEO NEOs ($)(1)(2)(3)			Value of Initial Fixed td00 Investment (4) based on:					Net Income ($ in 000’s)			Adjusted Operating Margin(6)
Year			Year	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)	Total Shareholder Return			Peer Group Total Shareholder Return(5)		Net Income ($ in 000’s)		Adjusted Operating Margin(6)																			Year		Total Shareholder Return ($)		Peer Group Total Shareholder Return ($)(5)
2023									2023	27,966,653		26,532,662							2,796,530			2,684,241			5,528,381			4,028,868		121.38			124.82			325,129		19.8				%
2022	2022				$10,529,870	$9,724,702	$3,425,442	$3,231,790	$125		$101		$940,524		35.3	%	2022		10,529,870			9,724,702	9,724,702		N/A	N/A				3,425,442			3,231,790	3,231,790		125.27	125.27	101.23	101.23		940,524	940,524		35.3	35.3	%
2021	2021			10,233,276	13,016,105	3,328,925	4,066,077	144.14	126.45		844,245		34.3	%	2021	10,233,276			13,016,105	13,016,105		N/A	N/A					3,328,925		4,066,077	4,066,077		144.14	144.14		126.45	126.45	844,245	844,245		34.3	34.3	%
2020	2020			5,432,670	7,581,756	1,891,881	2,370,415	123.02	104.41		506,421		27.9	%	2020	5,432,670			7,581,756	7,581,756		N/A	N/A					1,891,881		2,370,415	2,370,415		123.02	123.02		104.41	104.41	506,421	506,421		27.9	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~~compensation columns above reflect the ~~years presented.~~following individuals:


Year	CEO	Interim CEO	Non-CEO NEOs
2023	David P. Bozeman	Scott P. Anderson	Michael P. Zechmeister, Arun D. Rajan, Angela K. Freeman, Michael J. Short
2022	Robert C. Biesterfeld Jr.	N/A	Michael P. Zechmeister, Arun D. Rajan, Mac S. Pinkerton, Michael J. Short
2021	Robert C. Biesterfeld Jr.	N/A	Michael P. Zechmeister, Mac S. Pinkerton, Arun D. Rajan, Michael J. Short
2020	Robert C. Biesterfeld Jr.	N/A	Michael P. Zechmeister, Christopher J. O’Brien, Mac S. Pinkerton, Michael J. Short

(2)Amounts reported represent the amount of “Compensation Actually ~~Paid”,~~Paid,” as computed in accordance with SEC rules. Our ~~CEO does~~NEOs did not participate in a pension plan; therefore, we did not report a change in pension value for any of the 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 and Compensation Actually Paid to Interim 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


			2023 ($)
Compensation Reported in Summary Compensation Table for CEO			27,966,653
Less: Value of stock and option awards reported in Summary Compensation Table			(21,512,222)
Plus: Year-end fair value of awards granted during the fiscal year that are unvested and outstanding			19,666,180
Plus: Year-end fair value of awards granted during the fiscal year that vested in the fiscal year			412,051
Plus: Increase (decrease) the difference between fair value from the end of the prior fiscal year to the vesting date of equity awards that were granted during a prior fiscal year that vested in this fiscal year			—
Plus: Increase (decrease) the difference between fair value of equity awards from the end of the prior fiscal year to the end of the fiscal year of equity awards that were granted during a prior fiscal year that remain unvested and outstanding during the fiscal year			—
Less: Prior fiscal year-end fair value of awards that were granted during a prior fiscal year that failed to vest during the fiscal year			—
Total Adjustments			(1,433,991)
Compensation Actually Paid to CEO			$26,532,662


2024 Proxy Statement			85

Executive Compensation


			2023 ($)
Compensation Reported in Summary Compensation Table for Interim CEO			2,796,530
Less: Value of stock and option awards reported in Summary Compensation Table			(1,988,623)
Plus: Year-end fair value of awards granted during the fiscal year that are unvested and outstanding			1,876,334
Plus: Year-end fair value of awards granted during the fiscal year that vested in the fiscal year			—
Plus: Increase (decrease) the difference between fair value from the end of the prior fiscal year to the vesting date of equity awards that were granted during a prior fiscal year that vested in this fiscal year			—
Plus: Increase (decrease) the difference between fair value from the end of the prior fiscal year to the end of the fiscal year of equity awards that were granted during a prior fiscal year that remain unvested and outstanding during the fiscal year			—
Less: Prior fiscal year-end fair value of awards that were granted during a prior fiscal year that failed to vest in the fiscal year			—
Total Adjustments			(112,289)
Compensation Actually Paid to Interim CEO			$2,684,241

(3)~~Amounts reported are~~Refer above for the ~~total compensation reported~~list of the Non-CEO NEOs included in the figures 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 2020.2020 through 2023. 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			2023 ($)
Average Compensation Reported in Summary Compensation Table			5,528,381
Less: Value of stock and option awards reported in Summary Compensation Table			(4,574,553)
Plus: Year-end value of awards granted during the fiscal year that are unvested and outstanding			3,497,189
Plus: Year-end value of awards granted during the fiscal year that vested in the fiscal year			284,502
Plus: Increase (decrease) the difference between fair value from the end of the prior fiscal year to the vesting date of equity awards that were granted during a prior fiscal year that vested in this fiscal year			(46,203)
Plus: Increase (decrease) the difference between fair value from the end of the prior fiscal year to the end of the fiscal year of equity awards that were granted during a prior fiscal year that remain unvested and outstanding during the fiscal year			(57,216)
Less: Prior year fair value of awards that were granted during a prior fiscal year that failed to vest in the fiscal year			(603,232)
Total Adjustments			(1,499,513)
Average Compensation Actually Paid			$4,028,868

~~Executive Compensation~~

(4)Total shareholder return as(“TSR”) is 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~~2023 to our company’s 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~~2023 to our performance:

Financial Performance Measures



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

(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 adjusted operating margin, including a reconciliation to gross profit and operating margin, is available in our annual report on Form 10-K for the year ended December 31, ~~2022.~~2023.


86

Executive Compensation

Relationship Between Pay and Performance

We believe the “Compensation Actually Paid” in each of the years reported above and over the three-year cumulative period are reflective of the Talent & Compensation Committee’s emphasis on “pay-for-performance” as the “Compensation Actually Paid” fluctuated year-over-year, primarily due to the 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~~In 2023, the significant increase in CEO compensation reflects special circumstances around attracting a new CEO to join our company, and doing so at a time when we were in the midst of transforming the business during a period where transportation markets are experiencing weak demand and excess of carrier capacity. Similarly, the slight increase in non-CEO NEO compensation also reflects the company’s intent to retain its key management while the company is in transition. Accordingly, with the exception of 2023, the charts below reflect that Compensation Actually Paid aligns to trends in ours and the NASDAQ Transportation Index ~~total shareholder return,~~TSR, net income, and adjusted operating margin results over the same periods. Transportation markets in 2023 experienced weak demand for freight combined with more than sufficient capacity which resulted in an oversupplied and very competitive market.


~~2023 Proxy Statement~~			75

~~Executive~~ Compensation

~~Company~~ Actually Paid versus ~~Total Shareholder Return~~TSR

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

~~Company~~


2024 Proxy Statement			87

Executive Compensation

Compensation Actually Paid versus Total Net Income


76

~~Executive~~ Compensation

~~Company~~ Actually Paid versus Adjusted Operating Margin %


~~2023 Proxy Statement~~			77




			~~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.~~


			~~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.~~


7888




			Proposal 4:3: 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, ~~2023.~~2024. 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.~~2024.


2024 Proxy Statement						89

Audit-Related Matters

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, ~~2022,~~2023 and December 31, ~~2021.~~2022. The table also includes fees billed for audit related, tax, and other services provided by the independent auditor during the same periods.


Fees	Fees	2022	2021	Fees	2023 ($)	2022 ($)
Audit Fees(1)	Audit Fees(1)	$2,423,181	$2,252,419
Audit-Related Fees(2)	Audit-Related Fees(2)	44,041	291,499
Tax Fees(3)	Tax Fees(3)	189,481	71,618
All Other Fees		—	—
All Other Fees(4)
Total	Total	$2,656,703	$2,615,536

(1)Fees for audit services billed or expected to be billed relating to ~~2022~~2023 and ~~2021~~2022 consisted of:

•Audit of the company’s annual financial statements and internal controls over financial ~~reporting.~~reporting;

•Reviews of the company’s quarterly financial ~~statements.~~statements; and

•Statutory and regulatory audits, consents, and other services related to ~~Securities and Exchange Commission~~SEC matters.

(2)Fees for audit-related services billed or expected to be billed consisted of:

•Employee benefit plan audit and due diligence procedures related to closed and prospective acquisitions.

(3)Fees for tax services billed for tax compliance and tax planning and advice:

•Fees for tax compliance services totaled $23,137 and $14,942 in 2023 and ~~$7,648 in~~ 2022, ~~and 2021,~~ respectively. Tax compliance services are services provided based upon facts already in existence or transactions that have already occurred to document, compute, and obtain government approval for amounts to be included in tax filings.

•Fees for tax planning and advice services totaled $907,105 and $174,539 in 2023 and ~~$63,970 in~~ 2022, ~~and 2021,~~ respectively. Tax planning and advice services are services provided for proposed transactions or other general tax planning matters.

(4)All other fees relate to greenhouse gas emissions reporting readiness consulting services billed.


90

Audit-Related Matters

In considering the nature of the services provided by the independent auditor, the Audit Committee determined that such services are compatible with the provision of independent audit services. The Audit Committee discussed these services with the independent auditor and our management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the ~~Securities and Exchange Commission~~SEC to implement the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants. All services provided by the independent auditor during ~~2022~~2023 and ~~2021~~2022 were pre-approved, following the policies and procedures of the Audit Committee.


~~2023 Proxy Statement~~			79

Pre-approval Policy

All the professional services were approved or pre-approved in accordance with policies of the Audit Committee and the company. These policies describe the permitted audit, audit-related, tax, and other services (collectively, the “Disclosure Categories”) that the independent auditor may perform. The policy requires that before work begins, a description of the services (the “Service List”) expected to be performed by the independent auditor, in each of the Disclosure Categories, be presented to the Audit Committee for approval.

Any requests for audit, audit-related, tax, and other services not included on the Service List must be submitted to the Audit Committee for specific pre-approval and cannot begin until approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings. However, the authority to grant specific pre-approval between meetings, as necessary, has been delegated to the ~~chair~~Chair of the Audit Committee. The ~~chair~~Chair must update the Audit Committee at the next regularly scheduled meeting of any services that were granted specific pre-approval.

In addition, although not required by the rules and regulations of the Securities and Exchange Commission, the Audit Committee generally requests a range of fees associated with each proposed service on the Service List and any services that were not originally included on the Service List. Providing a range of fees for a service incorporates appropriate oversight and control of the independent auditor relationship, while permitting the company to receive immediate assistance from the independent auditor when time is of the essence.

The Audit Committee reviews the status of services and fees incurred year-to-date against the original Service List and the forecast of remaining services and fees.

The policy contains a de minimis provision that enables retroactive approval for permissible non-audit services under certain circumstances. The provision allows for the pre-approval requirement to be waived if all the following criteria are met:

1.The service is not an audit, review, or other attest service;

2.The total amount of all such services provided under this provision does not exceed the lesser of $20,000 or 5% of total fees paid to the independent auditor in a given fiscal year;

3.The services were not recognized at the time of the engagement to be non-audit services;

4.The services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee or its designee; and

5.The service and fee are specifically disclosed in the Proxy Statement as meeting the de minimis requirements of Regulation S-X of the Securities Exchange Act of 1934, as amended.


802024 Proxy Statement			91

Audit-Related Matters

Audit Committee Report

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 ended December 31, ~~2022.~~2023. 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’s 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, ~~2022,~~2023, filed with the Securities and Exchange Commission.

~~James B. Stake,~~Mark A Goodburn, Chair

James J. Barber, Jr.

Timothy C. Gokey

~~Mark A. Goodburn~~James B. Stake

Paula C. Tolliver

The Members of the Audit Committee of the Board of Directors


~~2023 Proxy Statement~~92			81

Security Ownership and Related Information

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 ~~Monday,~~Wednesday, March 13, ~~2023,~~2024, by (i) each person who is known by the company to own beneficially more than 5% 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 ~~116,486,571~~116,993,730 shares of our common stock issued and outstanding on Wednesday, March 13, ~~2023.~~2024. 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)
	Number of Shares Beneficially Owned(1)								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	The Vanguard Group(3) 100 Vanguard Blvd. Malvern, PA 19355	14,930,350	12.68	%
BlackRock Inc.(4) 55 East 52nd Street New York, NY 10055		14,668,586	12.50	%
BlackRock Inc.(4) 50 Hudson Yards New York, NY 10105
BlackRock Inc.(4) 50 Hudson Yards New York, NY 10105
BlackRock Inc.(4) 50 Hudson Yards New York, NY 10105
First Eagle Investment Management, LLC(5) 1345 Avenue of the Americas New York, NY 10105	First Eagle Investment Management, LLC(5) 1345 Avenue of the Americas New York, NY 10105	10,816,805	9.19	%
State Street Corporation State(6) State Street Financial Center One Lincoln Street Boston, MA 02111		8,585,601	7.29	%
Robert C. Biesterfeld Jr(7)		506,371	0.43	%	158,177
Michael P. Zechmeister(8)		133,340	0.11	%	56,115
First Eagle Investment Management, LLC(5) 1345 Avenue of the Americas New York, NY 10105
First Eagle Investment Management, LLC(5) 1345 Avenue of the Americas New York, NY 10105
State Street Corporation State(6) State Street Financial Center One Congress Street, Suite 1 Boston, MA 02114
State Street Corporation State(6) State Street Financial Center One Congress Street, Suite 1 Boston, MA 02114
State Street Corporation State(6) State Street Financial Center One Congress Street, Suite 1 Boston, MA 02114
David P. Bozeman
David P. Bozeman
David P. Bozeman							158,144	0.14	%	136,716
Michael P. Zechmeister(7)						Michael P. Zechmeister(7)	150,449	0.13	%	46,114
Angela K. Freeman(8)						Angela K. Freeman(8)	142,509	0.12	%	53,150
Arun D. Rajan	Arun D. Rajan	112,508	0.10	%	53,350	Arun D. Rajan	132,664	0.11	%	63,326
Mac S. Pinkerton(9)		186,693	0.16	%	56,725
Michael J. Short(10)		91,974	0.08	%	53,489
Michael J. Short(9)
Scott P. Anderson	Scott P. Anderson	23,672	0.02	%
James J. Barber Jr	James J. Barber Jr	83	0.00	%
James J. Barber Jr
James J. Barber Jr
Kermit R. Crawford
Kermit R. Crawford
Kermit R. Crawford	Kermit R. Crawford	4,738	0.00	%
Timothy C. Gokey	Timothy C. Gokey	15,595	0.01	%
Timothy C. Gokey
Timothy C. Gokey
Mark A. Goodburn
Mark A. Goodburn
Mark A. Goodburn	Mark A. Goodburn	4,308	0.00	%
Mary J. Steele Guilfoile	Mary J. Steele Guilfoile	18,486	0.02	%
Mary J. Steele Guilfoile
Mary J. Steele Guilfoile
Jodee A. Kozlak
Jodee A. Kozlak
Jodee A. Kozlak	Jodee A. Kozlak	19,413	0.02	%
Henry J. Maier	Henry J. Maier	3,423	0.00	%
Henry J. Maier
Henry J. Maier
James B. Stake
James B. Stake
James B. Stake	James B. Stake	27,357	0.02	%
Paula C. Tolliver	Paula C. Tolliver	10,211	0.01	%
Henry W. “Jay” Winship(11)		270,963	0.23	%
All current executive officers and directors as a group (17 people)		1,712,189	1.47	%	472,299
Paula C. Tolliver
Paula C. Tolliver
Henry W. “Jay” Winship(10)
Henry W. “Jay” Winship(10)
Henry W. “Jay” Winship(10)
All current executive officers and directors as a group (18 people)
All current executive officers and directors as a group (18 people)
All current executive officers and directors as a group (18 people)							1,376,878	1.18	%	429,925


822024 Proxy Statement			93

Security Ownership and Related Information

(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 13, ~~2023,~~2024, 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.

(3)Disclosure is made in reliance upon a statement on Schedule 13G/A filed with the Securities and Exchange Commission on February ~~9, 2023.~~13, 2024. The Vanguard Group, Inc., filing as an investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E), has shared voting power over ~~169,361~~153,135 shares, sole dispositive power over ~~14,435,600~~13,513,714 shares, and shared dispositive power over ~~494,750~~524,335 shares.

(4)Disclosure is made in reliance upon a statement on Schedule 13G/A filed with the Securities and Exchange Commission on January ~~26, 2023.~~24, 2024. 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 ~~13,542,224~~11,889,438 shares and sole dispositive power over ~~14,668,586~~13,065,167 shares.

(5)Disclosure is made in reliance upon a statement on Schedule 13G/A filed with the Securities and Exchange Commission on February ~~9, 2023,~~8, 2024, by First Eagle Investment Management, LLC (“FEIM”), filing as an investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E), has sole voting power over ~~9,778,062~~8,571,979 shares and sole dispositive power over ~~10,816,805~~9,482,897 shares. The First Eagle Global Fund, a registered investment company for which FEIM acts as investment adviser, may be deemed to beneficially own ~~7,426,526~~6,737,246 shares, or ~~6.31%~~5.78% of the company’s common stock.

(6)Disclosure is made in reliance upon a statement on Schedule 13G/A filed with the Securities and Exchange Commission on ~~February 6, 2023,~~January 30, 2024, 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 ~~7,098,107~~5,153,469 shares and shared dispositive power over ~~8,551,636~~7,964,376 shares.

(7)Includes ~~322,882~~85,976 shares underlying ~~performance-based and~~ time-based stock options exercisable within 60 days.

(8)Includes ~~66,580~~43,520 shares underlying time-based stock options exercisable within 60 days.

(9)Includes ~~99,810~~10,408 shares underlying ~~performance-based and~~ time-based stock options exercisable within 60 days.

(10)Includes ~~16,046 shares underlying time-based stock options exercisable within 60 days.~~

~~(11)Includes 266,943~~266,936 shares beneficially owned by Pacific Point Advisors LLC. Mr. Winship disclaims beneficial ownership of the shares held by Pacific Point except to the extent of his actual pecuniary interest in such shares.


~~2023 Proxy Statement~~94			83

Security Ownership and Related Information

Related Party Transactions

Our Audit Committee, pursuant to the company’s written policy and procedures regarding transactions with related parties, is responsible for reviewing, approving, and/or ratifying any transaction involving the company with related persons. As defined in the policy, (i) a “related person” includes all directors and executive officers of the company, any nominee for director, and any immediate family members of any of the foregoing persons, as well as shareholders who beneficially own greater than 5% of the company’s common stock and their immediate family members; and (ii) a “transaction” includes but is not limited to any financial transaction, arrangement, or relationship. A transaction does not include any compensation arrangement with an executive officer or director of the company that has been approved or authorized by the Talent & 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 of the transaction, the process used to evaluate the transaction, and the significance of the interests and amounts involved in the transaction.

~~Brian P. Short, who served as a director~~

Delinquent Section 16(a) Filings

Section 16(a) of the ~~company until~~Securities Exchange Act of 1934 (“Exchange Act”) requires the ~~annual shareholder meeting in 2022, is the president, chief~~company’s executive ~~officer~~officers, directors, and ~~with a number~~persons who beneficially own more than 10% of ~~his family members, holds a controlling interest in AMMF, a privately held trucking and transportation services company. In 2022,~~ C.H. Robinson ~~engaged AMMF~~common stock, or any other person subject to Section 16 of the Exchange Act, to file reports of securities ownership and changes in the ordinary course of business as a contracted motor carrier to haul approximately 418 truckloads. The company paid approximately $1,370,000 to AMMF for these services in 2022. Management reported to the Audit Committee that the prices paid for the transportation services provided by AMMF were negotiated by 19 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 accordancesuch ownership with the ~~policy described above.~~Securities and Exchange Commission. Based solely upon a review of copies of such reports, or written representations that all such reports were timely filed, the company believes that each of its executive officers and directors complied with all Section 16(a) filing requirements applicable to them during 2023 except that, due to an administrative error, Mr. Winship filed one late Form 4 reporting the sale of indirectly held shares in connection with routine account maintenance.


842024 Proxy Statement			95

Additional Information

Proxy Statement for the ~~2023~~2024 Annual Meeting of Shareholders

This Proxy Statement is soliciting your proxy for use at the C.H. Robinson Worldwide, Inc.~~, 2023~~ 2024 Annual Meeting of Shareholders (“Annual Meeting”). A proxy enables your shares of common stock to be represented and voted at the Annual Meeting. Our Annual Meeting will be virtual only and held at 1:00 p.m. Central Time on Thursday, May ~~4, 2023.~~9, 2024. You may attend the virtual meeting and vote your shares electronically by visiting www.virtualshareholdermeeting.com/~~CHRW2023.~~CHRW2024. This proxy can also be used at any adjournment or postponement of the Annual Meeting.

This proxy is requested by the Board of Directors of C.H. Robinson Worldwide, Inc., (“the company,” “we,” “us,” or “C.H. Robinson”) for the following purposes:

1.To elect 1112 directors to serve for a term of one year;

2.To approve, on an advisory basis, the compensation of named executive officers;

3.To ~~hold an advisory vote on the frequency of future advisory votes on the compensation of named executive officers.~~

4.To ratify the selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, ~~2023;~~2024; and

5.4.To conduct any other business that properly comes before the meeting and any adjournment or postponement of the meeting.

We provide our shareholders with the opportunity to access the Annual Meeting proxy materials online. A Notice of Internet Availability of Proxy Materials is being mailed to all our shareholders, except those who have previously provided instructions to receive paper copies of our proxy materials. The notice contains instructions on how to access and review our proxy materials online and how to vote your shares. The notice will also tell you how to request our proxy materials in printed form or by email, at no charge, if that is your preference. The notice contains your 16-digit control number that you will need to vote your shares at our virtual only Annual Meeting. Please keep the notice for your reference until after our Annual Meeting.

We will have completed mailing the Notice of Internet Availability of Proxy Materials to our shareholders by Friday, March ~~24, 2023.~~29, 2024.

Questions and Answers about the Annual Meeting

General Information

Who is entitled to vote?

Holders of record of C.H. Robinson Worldwide, Inc., common stock, par value $0.10 per share, at the close of business on March ~~8, 2023,~~13, 2024, are entitled to vote at our Annual Meeting. March ~~8, 2023~~13, 2024 is referred to as the record date. As of the record date, ~~114,888,557~~116,993,730 shares of common stock were outstanding. Each share is entitled to one vote. There is no cumulative voting.

Shares are counted as present at the Annual Meeting if either the shareholder is present and votes during the Annual Meeting, or has properly submitted a proxy by mail, by telephone, or by internet. To achieve a quorum and conduct business at the Annual Meeting, a majority of our issued and outstanding common stock as of March ~~8, 2023,~~13, 2024 must be present and entitled to vote. If a quorum is not represented at the Annual Meeting, the shareholders and proxies entitled to vote will have the power to adjourn the Annual Meeting until a quorum is represented.


~~2023 Proxy Statement~~96			85

Additional Information

How can I vote?

If you submit your vote before the Annual Meeting using any of the following methods, your shares of common stock will be voted as you have instructed:

àOnline: You can vote your shares at www.proxyvote.com. You may access this website 24 hours a day, and voting is available through 11:59 p.m. Eastern Time on Wednesday, May ~~3, 2023.~~8, 2024. You will need your 16-digit control number that was included in the notice that was mailed to you. The voting website has easy-to-follow instructions and allows you to confirm that the system has properly recorded your votes. If your shares are held beneficially, please follow the internet voting instructions in the notice you received from your bank, broker, trustee, or other record holder.

àBy Telephone: You can vote your shares by telephone. To vote your shares by telephone, please go to ~~www. proxyvote.com~~www.proxyvote.com and log in using your 16-digit control number provided on your notice. At that website, you will be provided with a telephone number for voting. Alternatively, if you request paper copies of the proxy materials, your proxy card or voting instruction form will have a toll-free telephone number that you may use to vote your shares. Telephone voting is available through 11:59 p.m. Eastern Time on Wednesday, May ~~3, 2023.~~8, 2024. When you vote by telephone, you will be required to enter your 16-digit control number, so please have it available when you call. As with online voting, you will be able to confirm that the system has properly recorded your votes.

àBy Mail: If you choose to receive paper copies of the proxy materials by mail and you are a holder of record, you can vote by marking, dating, and signing your proxy card and returning it by mail in the postage-paid envelope provided to you. If you choose to receive paper copies of the proxy materials by mail, and you hold your shares beneficially, you can vote by completing and mailing the voting instruction form provided by your bank, broker, trustee, or holder of record.

Your vote is important, and we encourage you to vote promptly. Online and telephone voting are available through 11:59 p.m. Eastern Time on Wednesday, May ~~3, 2023,~~8, 2024 for all shares entitled to vote. The company will be hosting the Annual Meeting virtually, which we believe allows C.H. Robinson to be more inclusive and reach a greater number of our shareholders. To attend the virtual meeting please visit www.virtualshareholdermeeting.com/~~CHRW2023~~CHRW2024 and be sure to have the 16-digit control number provided to you on your Notice of Internet Availability of Proxy Materials or ~~Proxy Card.~~proxy card. If you are a beneficial shareholder (you hold your shares through a nominee, such as a broker), your nominee can advise you on whether you will be able to submit voting instructions by telephone or via the internet. Submitting your proxy will not affect your right to vote electronically, if you decide to login with your 16-digit control number and attend the virtual only Annual Meeting. Shareholders logging into the Annual Meeting with their 16-digit control number will receive the same rights and opportunities to participate in the Annual Meeting as they would if the meeting was an in-person meeting. This includes having the ability to ask questions throughout the Annual Meeting and having those questions answered during the question-and-answer period at the end of the Annual Meeting, to the extent such questions are related to the business being conducted at the Annual Meeting. Shareholders logging in with their 16-digit control number will be able to ask questions at any time during the Annual Meeting. Relevant questions related to business being conducted at the Annual Meeting will be answered following the adjournment of the Annual Meeting, and the company will prioritize questions that relate to the proposals considered at the Annual Meeting. If a shareholder asks general questions about C.H. Robinson, a representative of the company will respond to the shareholder following the adjournment of the Annual Meeting. Shareholders can learn more information about how to access the Annual Meeting by visiting www.virtualshareholdermeeting.com/~~CHRW2023.~~CHRW2024.


862024 Proxy Statement			97

Additional Information

What am I voting on, how many votes are required to approve each item, how are votes counted, and how does the Board recommend I vote?

The table below summarizes the proposal that will be voted on, the vote required to approve each item, how votes are counted, and how the Board recommends you vote:

Item

Vote Required

Voting Options

Board Recommendation(1)

Broker Discretionary Voting?(2)

Effect of Abstention

Effect of Broker Non-Vote

Proposal 1:

Election of Directors

Majority of votes cast (votes FOR must exceed votes AGAINST)(3)

FOR

AGAINST

ABSTAIN

FOR each nominee

No

None

Proposal 2:

Advisory Vote on the Compensation of Named Executive Officers

We will consider our shareholders to have approved this advisory proposal if the votes cast FOR exceed the votes cast AGAINST

FOR

AGAINST

ABSTAIN

FOR

No

None

Proposal 3:~~Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Named Executive~~

~~We will consider the frequency that receives the highest number of votes as the advisory vote of our shareholders~~

~~1 YEAR~~

~~2 YEARS~~

~~3 YEARS~~

~~ABSTAIN~~

~~1 YEAR~~

No

~~None~~

~~Proposal 4:~~ Ratification of the Selection of Independent Auditors

Majority of shares present in person or by proxy

FOR

AGAINST

ABSTAIN

FOR

Yes

Against

None

(1)If you sign and return your proxy without any specific voting instructions, your proxy will be voted in accordance with the Board recommendation listed above.

(2)Brokers cannot vote shares on their customers’ behalf on “non-routine” proposals without receiving voting instructions from a customer, but may vote on “routine” proposals without such instructions. The table indicates that the only routine proposal is Proposal 4.3. If a broker does not receive voting instructions from its customer with respect to the other non-routine proposals and is precluded from voting on those proposals, then a “broker non-vote” occurs. If a broker returns a proxy indicating a lack of authority to vote on non-routine proposals, the shares represented by the proxy will be deemed present at the meeting for purposes of determining a quorum, but not present for purposes of calculating the vote on the non-routine proposals.

(3)With respect to the election of directors, our Bylaws provide for a plurality voting standard in the event of a contested director election, as an exception to the majority voting standard described above, and contain a director resignation requirement. Under the director resignation requirement, any incumbent director who fails to receive a majority vote in an uncontested election is required to tender his or her resignation, subject to acceptance by the Board. Our Governance Committee will make a recommendation to the 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. Because the election of directors at the Annual Meeting is uncontested, the majority voting requirement described above applies to the election of directors at the Annual Meeting.

How do I revoke my proxy?

You may revoke your proxy and change your vote at any time before the voting closes at the Annual Meeting. You may do this by submitting a properly executed proxy with a later date, or by delivering a written revocation to the corporate secretary’s attention at the company’s address listed above, or during the Annual Meeting.

Shareholder Proposals and Other Matters

C.H. Robinson did not receive written notice of any shareholder proposal and, as of the date of this Proxy Statement, the Board of Directors knows of no business that will be presented for consideration at the Annual Meeting other than the matters described in this Proxy Statement. If any other matters are properly brought before the Annual Meeting, the persons named in the proxy card will have discretionary authority to vote on such matters and will vote according to their best judgment.


~~2023 Proxy Statement~~98			87

Additional Information

Other Information

Solicitation of Proxies

C.H. Robinson is making this solicitation and is paying the costs of solicitation, including the cost of preparing and mailing the Notice of Internet Availability of Proxy Materials and this Proxy Statement. Proxies are being solicited primarily via the internet, but the solicitation may be followed by solicitation in person, by mail, by telephone, by facsimile, or by regular employees of C.H. Robinson without additional compensation. C.H. Robinson will reimburse brokers, banks, and other custodians and nominees for their reasonable out-of-pocket expenses incurred in sending proxy materials to the company’s shareholders.

Proposals for the ~~2024~~2025 Annual Meeting

Consistent with our Bylaws and federal securities laws, any shareholder proposal to be presented at the ~~2024~~2025 Annual Meeting of Shareholders must be received at C.H. Robinson’s executive offices, 14701 Charlson Road, Eden Prairie, Minnesota 55347, not less than 90 days before the first anniversary of the prior year’s meeting. Assuming that our ~~2023~~2024 Annual Meeting is held on schedule, we must receive notice pertaining to the ~~2024~~2025 Annual Meeting no later than February ~~4, 2024.~~8, 2025. Proposals should be sent to the attention of the corporate secretary and must include certain information about the shareholder and the business they want to be conducted. These requirements are provided in greater detail in our company Bylaws. C.H. Robinson will exercise its discretionary authority with respect to any matter not properly presented by February ~~4, 2024.~~8, 2025. Furthermore, with respect to any proposal that a shareholder desires to be included in the company’s ~~2024~~2025 proxy materials, such notice must be received at the above address no later than ~~Friday,~~ November ~~22, 2023.~~26, 2024. Please see ~~“Proposal~~“Proposal 1: Election of Directors - Board ~~Refreshment and Nominations Process”~~Nomination Process” on page 28 for information regarding the shareholder nomination ~~process.~~process, including the right of our shareholders to nominate directors using “proxy access” and the deadlines for doing so.

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 10, 2025.

Householding

The Securities and Exchange Commission has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single proxy statement or annual report, as applicable, addressed to those shareholders. This process, which is commonly referred to as “householding”, potentially provides extra convenience for shareholders and cost savings for companies. We household our proxy materials and annual reports for shareholders, delivering a single proxy statement and annual report to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders.

If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or annual report, or if you are receiving multiple copies of either document and wish to receive only one, please contact us in writing or by telephone at C.H. Robinson Worldwide, Inc., Attention: Chief Legal Officer and Corporate Secretary, by telephone at (952) 937-7829, or by writing to him at 14701 Charlson Road, Eden Prairie, MN 55347. We will deliver promptly upon written or oral request a separate copy of our Annual Report and/or Proxy Statement to a shareholder at a shared address to which a single copy of either document was delivered.

General

Our Annual Report and Form 10-K for the fiscal year ended December 31, ~~2022,~~2023, are available on the internet at www.proxyvote.com. The Annual Report is not part of the soliciting materials. Please vote using the internet or by telephone or, if you elect to receive paper copies of the proxy materials, by mail. Please sign, date, and return your proxy or voting instruction form in the prepaid envelope you received. We encourage you to attend the May ~~4, 2023,~~9, 2024, Annual Meeting. You may attend the meeting and vote your shares electronically as part of our virtual meeting of shareholders by visiting www.virtualshareholdermeeting.com/~~CHRW2023.~~CHRW2024. The meeting will be completely virtual. You will need the control number that is printed in the box marked by the arrow on your Notice Regarding the Availability of Proxy Materials or proxy card to enter the Annual Meeting. We recommend that you log in at least 15 minutes before the meeting to ensure that you are logged in when the meeting starts.

By Order of the Board of Directors:

Ben G. Campbell

Chief Legal Officer and Secretary

March ~~21, 2023~~26, 2024


882024 Proxy Statement			99

~~Additional Information~~

C.H. ROBINSON WORLDWIDE, INC.
ATTN: BEN G. CAMPBELL
14701 CHARLSON ROAD, SUITE 200
EDEN PRAIRIE, MN 55347

~~VOTE BY INTERNET~~

~~Before The Meeting~~ ~~- Go to~~ ~~www.proxyvote.comor scan the QR Barcode above~~

Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 3, 2023 for shares held directly and by 11:59 p.m. Eastern Time on May 1, 2023 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

~~During The Meeting~~ ~~- Go to~~ ~~www.virtualshareholdermeeting.com/CHRW2023~~

~~You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.~~

~~VOTE BY PHONE - 1-800-690-6903~~

Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 3, 2023 for shares held directly and by 11:59 p.m. Eastern Time on May 1, 2023 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.

~~VOTE BY MAIL~~

~~Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.~~


~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:~~	~~D98031-P88798~~	~~KEEP THIS PORTION FOR YOU RECORDS~~
~~THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.~~		~~DETACH AND RETURN THIS PORTION ONLY~~


~~2023 Proxy Statement~~			89

~~Additional Information~~

~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:~~

~~The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.~~



~~D98032-P88798~~


90


☑			Filed by the Registrant			☐			Filed by a party other than the Registrant


CHECK THE APPROPRIATE BOX:
☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12


PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11



Link to Strategy			We focus our resources on areas that drive long-term value and contribute to the success of our business. Our work prioritizes topics that align with our business objectives and are most important to our stakeholders. These priority topics were identified through a materiality assessment conducted in 2019 and refreshed annually since 2020. The company is currently conducting a double materiality assessment to ensure a continued focus on areas important to business success and alignment with stakeholder needs, and provide the foundation for compliance with new regulations such as the Corporate Sustainability Reporting Directive (“CSRD”). The assessment is slated for completion in late spring of 2024. Our annual ESG report with more information is released each spring and can be found on the company’s ESG Hub at https://www.chrobinson.com/en-us/about-us/corporate-responsibility/esg/.


Climate Action			Exceeding Our 2025 Goal 47% reduction In 2019, using a 2018 baseline, we set a goal to reduce our Scope 1 and Scope 2 emissions intensity 40% by 2025. In 2023, we achieved our goal two years ahead of schedule.



			àSince 2005, C.H. Robinson has been a member of the U.S. Environmental Protection Agency (“EPA”) SmartWay® program, which helps companies advance supply chain sustainability by measuring, benchmarking, and improving freight transportation efficiency. The program is a voluntary partnership between various freight industry sectors and the EPA. àSince 2020, we have been an accredited partner of the Smart Freight Centre (“SFC”), a global non-profit organization dedicated to sustainable freight. àCustomer emissions reporting in our EmissionsIQTM tool is aligned with the SFC’s Global Logistics Emissions Council (“GLEC”) Framework, the leading globally recognized methodology for harmonized calculation and reporting of the logistics GHG footprint across a multimodal supply chain. àTo advance sustainability efforts within the transportation industry, we joined an effort spearheaded by the World Economic Forum and the SFC to develop a book and claim chain of custody system for tracking and accounting for freight emissions reduction actions to accelerate decarbonization. The C.H. Robinson alternative fuel program commenced with a pilot for road transportation in 2023 and will continue to expand into other modes.


People Empowerment			Our talent strategy builds on our existing strengths while addressing areas and capabilities that we need to evolve to drive future success. àPeople: Enabled people with a customer-centric focus who have the skills and expertise needed to compete in a more sophisticated supply chain market, including key functions such as industry supply chains, engineering, and product. àLeadership: Decisive leaders who drive enterprise collaboration and business results today while developing superior talent for the future. àIncentives: Clear and compelling compensation plans that incentivize enterprise performance and commercial growth. àCulture: Empowered employees with a dynamic and collaborative mindset who are proactive problem solvers, use speed principles to drive outcomes and enable employees to make decisions faster, and use of lean principles to enhance processes and drive productivity. àEngagement: Highly engaged people who are motivated to outperform, with a clear understanding of C.H. Robinson’s vision, where they fit within it, and the growth opportunity it offers them. àThrough C.H. Robinson and the C.H. Robinson Foundation, we support our people, our communities, and our stakeholders with programs that help recruit, engage, and develop top talent, align with business priorities, and advance the logistics and transportation industry as a whole.


Responsible Business Practices			Our Board is accountable for ensuring responsible governance and setting the strategic path forward for C.H. Robinson. See page 42 for information about Board oversight of our ESG strategy and performance, as well as how Board committees engage on ESG topics. àEthics and Compliance: All employees participate in our global Code of Ethics training and we hold an annual “Compliance Month” where all employees must complete a range of compliance trainings and tasks, as appropriate for their job responsibility. àRisk and Crisis Management: Our internal audit team facilities our enterprise risk management program, and conducts an annual risk assessment process, culminating in a formal risk register, which includes topics such as cybersecurity, data privacy, and climate. We publicly report on climate-related risks identified, including a description of the risk, its likelihood and magnitude of the potential impact, in our Task Force on Climate-Related Financial Disclosure (“TCFD”) Report. àBusiness Suppliers: We expect all of our third-party suppliers to share our commitment to responsible business practices. Our procurement policy provides the foundation for our sourcing practices, integrating ESG and diversity principles into our processes from end to end.


2023 Recognitions and Awards			àForbes: Best Employer for Diversity àForbes: Best Employer for New Grads àFortune: World’s Most Admired Companies àNewsweek: America’s Most Responsible Companies àNewsweek: America’s Greatest Workplaces àInbound Logistics: 75 Green Supply Chain Partners àWorld Finance: Most Sustainable Companies - Freight Forwarder



“I want to recognize our entire C.H. Robinson ~~continues~~team for their dedication and ingenuity. Although 2024 presents some of the same challenges and headwinds as 2023, our talented people continue to ~~be uniquely positioned to deliver an unparalleled experience for~~serve our customers and carriers like no one else can. Now, with Dave’s exceptional leadership and vision, C.H. Robinson is ~~leveraging an unmatched combination~~poised to further unlock the power of ~~global scale~~our people, processes, products, and ~~services, expertise, data, and technology to drive profitable growth.~~portfolio.” Jodee Kozlak, Chair of the Board


Letter from Independent Chair						1
Notice of 202 4 Annual Meeting of Shareholders						4
About C.H. Robinson						5
Voting Roadmap						11

PROPOSAL 1
Election of Directors						13

Board Composition						14
Board Refreshment						15
Director Nominee Biographies and Qualifications						16
Board Nomination Process						28
Director Independence						30

Corporate Governance						31
Introduction						31
Board Structure						33
Role of the Board of Directors						39
Other Corporate Governance Policies, Practices, and Processes						44

Compensation of Directors						45
Overview						45
202 3 Director Compensation Table						46

PROPOSAL 2

Advisory Vote on the Compensation of Named Executive Officers (“Say-on-Pay”)						47

Compensation Discussion and Analysis						48
Executive Summary						49
Executive Transitions						55


202 3 Elements of Compensation						58
202 3 Named Executive Officer Compensation						63
Compensation Process						70
Additional Compensation Policies and Practices						73
Talent & Compensation Committee Report						75
Executive Compensation Tables						76
CEO Pay Ratio						84
Pay Versus Performance						85

PROPOSAL 3

Ratification of the Selection of Independent Auditors						89

Audit-Related Matters						90
Independent Auditors’ Fees						90
Pre-A pproval Policy						91
Audit Committee Report						92

Security Ownership and Related Information						93
Security Ownership of Certain Beneficial Owners and Management						93
Related Party Transactions						95
Delinquent Section 16(a) Filings						95

Additional Information						96
Proxy Statement for the 202 4 Annual Meeting of Shareholders						96
Questions and Answers about the Annual Meeting						96
Other Information						99



Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 9, 2024.The Proxy Statement and the Annual Report are available at www.proxyvote.com.



Executive Transitions During 2023 and early 2024, the Board effected several executive leadership changes, including our Chief Executive Officer, Chief Financial Officer, and President of North American Surface Transportation roles. See “Executive Transitions” on p. 55 of this Proxy Statement.


PROPOSAL 1
Election of Directors
The Board recommends a vote FOReach director nominee.						àSee page 13


				Director Since	Committee Membership
Director Name		Independent	Age		AC	CAPC	GC	TCC
	James J. Barber, Jr. Retired Chief Operating Officer, United Parcel Service		63	2022
	David P. Bozeman President and Chief Executive Officer		55	2023
	Kermit R. Crawford Retired President and Chief Operating Officer, Rite Aid		64	2020
	Timothy C. Gokey Chief Executive Officer, Broadridge Financial Solutions		62	2017
	Mark A. Goodburn Retired Chairman and Global Head of Advisory, KPMG International		61	2022
	Mary J. Steele Guilfoile Former Executive Vice President, JP Morgan Chase		70	2012
	Jodee A. Kozlak Chair of the Board; Former Executive Vice President and Chief Human Resources Officer, Target		61	2013
	Henry J. Maier Retired President and Chief Executive Officer of FedEx Ground		70	2022
	Michael H. McGarry Retired Executive Chairman and Chief Executive Officer, PPG Industries		66	Nominee
	Paige K. Robbins Senior Vice President and President, Grainger Business Unit		55	Nominee
	Paula C. Tolliver Retired Corporate Vice President and Chief Information Officer, Intel		59	2018
	Henry W. “Jay” Winship Founder, President and Managing Member of Pacific Point Capital		56	2022


PROPOSAL 2
Advisory Vote on the Compensation of Named Executive Officers
The Board recommends a vote FORthis proposal						àSee page47


CEO 2023 Target Compensation(1)			Average Other NEO 2023 Target Compensation




			Proposal 1: Election of Directors Background There are 12 nominees for election to the C.H. Robinson Board of Directors (the “Board of Directors” or the “Board”) for a one-year term. Ten of the nominees are current directors. Scott P. Anderson and James B. Stake, whose terms expire at the Annual Meeting, have each decided not to seek re-election at the Annual Meeting. Michael H. McGarry and Paige K. Robbins are standing for election as nominees for the first time at the Annual Meeting. The Board of Directors has set the number of directors constituting the Board of Directors effective at the Annual Meeting at 12. James J. Barber, Jr., David P. Bozeman, Kermit R. Crawford, Timothy C. Gokey, Mark A. Goodburn, Mary J. Steele Guilfoile, Jodee A. Kozlak, Henry J. Maier, Paula C. Tolliver, and Henry W. “Jay” Winship are directors whose terms expire at the Annual Meeting. Both Mr. McGarry and Ms. Robbins were identified as potential candidates for election to the Board of Directors by an external search firm retained by our Governance Committee. The Board of Directors has determined that all the directors and nominees, except for Mr. Bozeman, 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: àFor Mr. Gokey, services provided 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. àFor Mr. Goodburn, services provided 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. àFor Mr. McGarry, services provided by the company on behalf of PPG Industries, Inc. and/or its subsidiaries, where Mr. McGarry was Executive Chairman until 2023, and for which payments were less than 1% of either companies’ revenues or operations in the last three fiscal years. àFor Ms. Robbins, services provided by the company on behalf of W.W. Grainger, Inc. and/or its subsidiaries, where Ms. Robbins is employed, and for which payments were less than 1% of either companies’ revenues or operations in the last three fiscal years. 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 two cooperation agreements with the Ancora Group (“Ancora”) in, respectively, 2022 and 2023. In accordance with the terms of a letter agreement entered into on December 29, 2023 between Ancora and the company, the Board acknowledged that it would renominate Messrs. Maier and Winship at the Annual Meeting. See “Ancora Letter Agreement” on page 28 for additional details. 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. On the recommendation of the Governance Committee, the Board of Directors has nominated Mr. Barber, Mr. Bozeman, Mr. Crawford, Mr. Gokey, Mr. Goodburn, Ms. Guilfoile, Ms. Kozlak, Mr. Maier, Mr. McGarry, Ms. Robbins, Ms. Tolliver, and Mr. 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. Bozeman and Ben G. Campbell will vote the proxies received by them for the election of director nominees Barber, Bozeman, Crawford, Gokey, Goodburn, Guilfoile, Kozlak, Maier, McGarry, Robbins, Tolliver, and Winship unless otherwise directed. If any nominee becomes unavailable for election at the Annual Meeting, Messrs. Bozeman and Campbell may vote for a substitute nominee at their discretion as recommended by the Board of Directors.


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


			Independent
			Non-Independent


			50s						70s
			60s


			Women
			Racial Minority


	Female	Male
Board Diversity Matrix (As of March 26, 2024)
Total Number of Directors	12
Part I: Gender Identity
Directors	3	9
Part II: Demographic Background
African American or Black	0	2
White	3	7


~~Letter from Independent Chair~~ 2024 Proxy Statement	1
~~Notice of 202~~3 ~~Annual Meeting of Shareholde~~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 ofNamed 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 ExecutiveOfficers~~						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 BeneficialOwners and Management~~						82

~~Related Party Transactions~~						84

~~Additional Information~~						85
~~Proxy Statement for the 2023 Annual Meetingof Shareholders~~						85
~~Questions and Answers about the AnnualMeeting~~						85
~~Other Information~~						88



Executive Transitions During 2023 and early 2024, the Board effected several executive leadership changes, including our Chief Executive Officer, Chief Financial Officer, and President of North American Surface Transportation roles. See “Executive Transitions” on p. 55 of this Proxy Statement.
~~2023~~


CEO 2023 Target Compensation(1)			~~1 YEAR~~Average Other NEO 2023 Target Compensation


~~Total Revenues ($)~~ ~~(in billions)~~ ~~[+7% Y/Y]~~ 6			~~Adjusted Gross Profits ($)(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 ($)~~ ~~(in millions)~~	Cash Dividends	~~Capital Distribution ($)~~ ~~(in millions)~~

	Share Repurchases




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			à~~C.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 FOR each director nominee.						àSee page 1213


PROPOSAL 2
Advisory Vote on the Compensation of Named Executive Officers
The Board recommends a vote FOR this proposal						àSee page 4247


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~~						à~~See page~~78


~~PROPOSAL 4~~
Ratification of the Selection of Independent Auditors
The Board recommends a vote FOR this proposal						àSee page 7989




						Recent Changes At a Glance

						5			New directors joined board in 2022 – 2023

						3			Directors concluded board tenure in 2022 – 2023

						2			New director nominees standing for election in 2024

						2			Directors concluding board tenure in 2024



						~~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 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~~ à~~C.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)~~ à~~Patterson 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~~ à~~Other 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~~ à~~Duke Realty Corporation (NYSE: DRE)~~ •~~Former Director and member of the Audit Committee (2022)~~ ~~Education~~ à~~Master of Business Administration, Northwestern University, Kellogg School of Management~~ à~~Bachelor of Arts, Gustavus Adolphus College~~
~~NON-INDEPENDENT~~INDEPENDENT (Director Nominee) Age: 5663 Director Since:~~January 2012~~ December 2022 Committees: à~~Capital Allocation and Planning~~Audit



		Director Qualifications Mr. Barber possesses an extensive 35+ year background at UPS, ~~one of the world’s largest package delivery companies. This experience~~which 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~~Logistics. This experience 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~~operations. He 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:~~ à~~Audit~~
	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


(Director Nominee) Age: 55 Director Since: June 2023 Committees: àCapital Allocation and Planning
						Director Qualifications Mr. Bozeman brings over 30 years of experience at industry-leading companies and iconic brands across supply chains, middle-mile transportation, manufacturing, digital, and customer service. Mr. Bozeman has a strong track record of reinventing complex operating models with industry-wide impact, proven expertise in global supply chain and logistics management through various economic cycles, and extensive experience leading high performing teams and cultures to drive results.


						Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Chief Executive Officer (June 26, 2023 – Present) •Director (June 26, 2023 – Present) àFord Motor Company (NYSE: F), an automobile manufacturer •Vice President Ford Customer Services Division and Enthusiast Brands (2022 – 2023) àAmazon.com, Inc. (Nasdaq: AMZN), a technology company focused on ecommerce, cloud computing, online advertising, digital streaming, and artificial intelligence •Senior Vice President, Amazon Transportation Services (2017 – 2022) àCaterpillar Inc. (NYSE: CAT) •Senior Vice President, Enterprise Systems (2013 – 2017) •Multiple roles of increasing responsibility (2008 – 2013) àHarley-Davidson, Inc. (NYSE: HOG), a construction, mining, and other engineering equipment manufacturer •Multiple roles of increasing responsibility (1992 – 2008), including as Vice President, Advanced Manufacturing àOther Experience •Trustee and member of the Governance Committee, The Brookings Institution •Director and member of the Finance Committee, The Conservation Fund Public Board Experience àWeyerhaeuser Co. (NYSE: WY) •Former Director (2015 – 2017) Education àMaster of Science in Engineering/Industrial Management, Milwaukee School of Engineering àBachelor of Science in manufacturing Engineering Technology/Mechanical Design, Bradley University


INDEPENDENT (Director Nominee) Age: 64 Director Since: September 2020 Committees: àGovernance (Chair) àTalent & Compensation
		Director Qualifications Mr. Crawford has significant executive leadership and ~~leadership~~brand experience based on his senior roles with Rite Aid ~~Corporation~~ and Walgreens. He has ~~also developed expertise~~a strong track record of developing strategy, delivering performance, and leading operational change through the use of technology in ~~the areas of strategic investment and digital transformation.~~a consumer-focused service business. 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, Vizient Inc. •Director, Northwestern Medicine North/Northwest Region •Trustee, The Field Museum Chicago Public Board Experience àThe Allstate Corporation (NYSE: ALL) •Director, ~~and Chairman~~Chair of the Audit Committee, and member of the Risk and Return Committee and Executive 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) •Former Director, member of the Audit and Compliance Committee and Technology, Privacy and Cybersecurity Committee (2019 – 2021) àLifePoint Health (NYSE: LPNT; no longer publicly traded) •Former Director and member of the Audit and Compliance Committee, Compensation Committee, Corporate Governance & Nominating Committee, and Quality Committee ~~(2016-2018)~~(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:~~ à~~Governance (Chair)~~ à~~Talent & Compensation~~


INDEPENDENT (Director Nominee) Age: 62 Director Since: October 2017 Committees: àAudit àTalent & Compensation
		Director Qualifications Through his service in a variety of leadership roles, including his current role as chief executive officer at 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:~~ à~~Audit~~ à~~Talent & 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 à~~None~~Broadridge Financial Solutions (NYSE: BR) •Director (2019 – Present) 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


INDEPENDENT (Director Nominee) Age: 61 Director Since: May 2022 Committees: àAudit (Chair) àCapital Allocation and Planning
		Director Qualifications Mr. Goodburn has significant executive and leadership experience based on his senior leadership roles with KPMG. ~~Specifically,~~In addition to his executive roles, Mr. Goodburn has served as an advisor to multiple Fortune 500 boards and executive teams. 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~~firm •Senior Advisor to KPMG LLP (2021 – ~~Present)~~2023) •Chairman and Global Head of Consulting and Deal Advisory (2011 – 2021) •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 of increasing responsibility, 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~~(1984 – 2005) •~~Roles of increasing responsibility at KPMG LLP (1984 – 1997)~~ àOther Experience •Advisor to venture capital and private equity firms •Advisor to high growth services and technology-based companies •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:~~ à~~Audit~~ à~~Capital Allocation & Planning~~