10 | Expeditors International of Washington, Inc.

CORPORATE GOVERNANCE

Board Operations, Practices and Procedures

The Board of Directors has policies and procedures to ensure effective operations and governance. Our corporate governance materials, including our Corporate Governance Principles, the Charters of each of the Board’s Committees, and ourthe Code of Business Conduct can be found on our website at https://investor.expeditors.com/corporate-governance/governance-documents. Currently the Board is composed of eight independent Directors and two non-independent Directors. Robert R. Wright has served as the independent Chair of the Board of Directors since May 2014 and is not standing for election at the 2022 Annual Meeting of Shareholders. The Board has elected Robert P. Carlile to serve as independent Chair of the Board upon election at the 2022 Annual Meeting of Shareholders.

The primary functions of Expeditors’ Board of Directors include:

The Board of Directors has determined that all current Directors except Messrs. Musser and Alger are independent under the applicable independence standards set forth in the rules promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act) and the rules of the NASDAQ Stock Market. The Board has designated that only independent Directors can serve as Committee members.

The Board currently has the following Committees: Nominating and Corporate Governance, Compensation, and Audit. Each Committee operates under a written charter, all of which are available on our website https://investor.expeditors.com/corporate-governance/governance-documents.

Board Practices & Procedures

Notice of Annual Meeting & Proxy Statement | 11

Board AttendanceCorporate Governance Principles

The Board met six times in 20212023 and each Director attended at least 75% of the total number of Board of Directors meetings and Committee meetings on which they served. While the Company has no established policy requiring Directors to attend the Annual Meeting, all members attended the 20212023 Annual Meeting.

The Board’s governing principles include:

Committee Composition

Composition and leadership of the three standing committees are determined following the annual shareholder meeting. From time to time, the Board rotates committee membership to deepen director skills required to deliver on committee responsibilities. Additionally, every committee meeting is open to and has included attendance of every Board director, in an effort to 'observe and learn'. Committee assignments made each year consider: expertise, capacity, and interest. Committee chair assignments consider: experience, capacity and interest. In all cases, the Board aims to compose each committee with members both new and tenured so that the work of the committee can proceed smoothly and efficiently.

Director Retirement Policy

The Board established a guideline, whereby an individual Director will not be nominated to stand for election to the Board of Directors at the next Annual Meeting if the Director has reached an age of 7275 years, absent a waiver of such guideline by the Board.

Board’s Role in Risk Oversight

Senior executive management is responsible for the assessment and day-to-day management of risk and brings to the attention of the Board the material risks to the Company. The Board provides oversight and guidance to management regarding material enterprise risks. Oversight responsibilities for certain areas of risk are assigned to the Board's three standing Committees and others are assigned to the full Board. The Board and its Committees regularly discuss with management the Company’s strategies, operations, compliance, policies, cybersecurity and inherent associated risks in order to assess appropriate levels of risk taking and steps taken to monitor, mitigate and control such exposures.

The Board believes the Company’s risk management processes are appropriate and that the active oversight role played by the Board and its Committees provides the right level of oversight for the Company. The Company experienced a cyberattack on February 20, 2022 and the Board has been actively overseeing the Company’s related investigation and recovery process.

SEC Filings & Reports

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports, are available free of charge on our website at https://investor.expeditors.com under the heading “Investor Relations” (see SEC Filings) immediately after they are filed with or furnished to the SEC.

12 | Expeditors International of Washington, Inc.

Director Compensation Program

The Board uses a combination of cash and stock-based compensation to attract and retain qualified non-employee candidates to serve on the Board. In setting Director compensation, the Compensation Committee considers the amount of time that Directors expend in fulfilling their duties, as well as the skill level required as members of the Board and its Committees.

Board of Directors' Annual Compensation & Stock Ownership Requirements – Effective in 2022

Considerations for Director Nominations

to promote understanding of the Code. The Committee followsCode is translated into nine languages to reach the board’s policy on director nominations,employees working across the globe. Compliance specialists in every time zone are available on our website https://investor.expeditors.com, which features a number of criteria for nominations such as:

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ESG OVERSIGHT: EXPEDITORS’ COMMITMENT TO SUSTAINABILITY

Expeditors has always been committedassist with questions about the Code, escalating directly to the fundamental valuesCECO when needed. The Code also applies to third parties who do work for Expeditors. Every employee and Board Director is evaluated each year to ensure understanding and compliance with the Code. The NCGC Committee has been assigned oversight of good environmental, social and governance (ESG) corporate citizenship sincethis program. Readers can access the Code on the Company website https://investor.expeditors.com/corporate-governance/governance-documents to appreciate the scope of this shared responsibility.

Business Continuity is critical to our Company’s inception. Indeed, this commitment is part ofongoing success. With oversight by the Audit Committee, Expeditors developed an overall plan that empowers our business model and is reflected in the various long-standing mechanismsemployees to address disasters or other situations that may pose a threat to our people, operations or customers' assets. With our Business Continuity Plan, we have putformalized responsibilities and procedures for contacting the appropriate people in placecase of an emergency, using pre-established avenues of escalation for branches. In the event of an emergency, our plan will act as a reference point for communication to promoteeach branch, and each district has a crisis management team and locally specific plan to respond to these types of situations. Moreover, in 2023 the best interestsCompany conducted various table-top exercises, including some in partnership with government agencies, designed to test these practices and procedures for a wide range of emergencies, including political unrest, terrorist acts, pandemics, cyber-attacks and power outages, and all Expeditors’ stakeholders – including our shareholders, employees, service providers, customerstypes of natural disasters.

Cybersecurity and communities. We fully understand and closely monitor our stakeholders’ interests in ESG risks and opportunities.  

While the topic and issues that today fall under the rubric of "ESG"Data Privacy are not new to Expeditors, and many of them are rooted in our culture and business model, we recognize and appreciate that – especially for shareholders – distilling factors into standard measures is what will ultimately be most efficient for markets. Accordingly, as various voluntary reporting frameworks continue to emerge and coalesce, we have continued to provide meaningful disclosures using the framework of the Task Force on Climate-Related Financial Disclosures (TCFD) and relevant Sustainability Accounting Standards Board (SASB) standards applicablealso table stakes, critical to our non-asset, knowledge-based business model.  

We approach ESG as completelyongoing success. Security and intricately linked to our strategy. It is through that lens that we plan to conduct a third-party Materiality Assessmentprivacy requirements are embedded in 2022. Our goal will be to rely upon any insights from that study to underpin our future disclosures and programs around ESG. As we align the Company’s strategy, operations, and risk management. The Company has several formal governance bodies to address evolving security and privacy requirements. The full Board provides oversight of the cybersecurity and data privacy programs, with ESG initiatives,a global privacy policy that provides global standards governing access and use of personal data. Management organizes its work on these and other risks through its Enterprise Risk Management Committee. Reporting to the CompensationEnterprise Risk Management Committee is considering linking a portion of CEO compensation to certain ESG outcomes based on the findingsEnterprise Cybersecurity Committee, which defines the strategy, prioritizes, and sets the expectations for execution of the competed Materiality Assessment.

Our executive team is firmly committed to good ESG principlescybersecurity program, leveraging an industry-standard cybersecurity framework and we have well-established ESG employee committees, all undertaken with continuous oversight by our BoardNational Institute of Directors. We were honored to have been named asStandards and Technology cybersecurity framework (NIST CSF). The Cybersecurity and Information Services Department executes the highest ranked logistics company (and 14^th overall) incybersecurity program and implements controls throughout the 2020 Best ESG Companies Top 50 list published by Investor’s Business Daily and receive a AAA rating (their highest rating) from MSCI, an investment research firm. We are proud of the fact that this achievement was a natural consequence of executing our core business strategy effectively and ethically. We are also proud of the fact that we adopted a “no layoff” policy in 2020 during the early stages of the pandemic. This approach was the right thing to do for our employees. It also paid dividends: as demand for our services increased over 2020 levels, our loyal, trained employees were there, and rose to the occasion to service our customers.Company’s

global operations. The Company uses cybersecurity technologies and services to prevent, identify, detect, respond, and recover from cybersecurity threats and incidents. The program regularly evaluates potential or existing cyber threats from third party service providers. To augment internal cyber security work, the Company engages third parties, (including consultants, auditors, and cyber-specialists) to support, evaluate, and improve the program. In August 2023, the Company added a new role - Chief Information Security Officer - and appointed a well-seasoned cybersecurity expert to work closely with our Chief Information Officer.

fleetsThe Company’s Data Protection Officer collaborates with the Cyber Security team, bringing compliance requirements for data protection overall, addressing the rapidly changing needs of various governmental bodies across the globe.

For more information on our approach to cybersecurity, see Cybersecurity – Risk Management and lower carbon routing options precisely because we do not ownStrategy in our most recent form 10-K filing: https://www.sec.gov/Archives/edgar/data/746515/000095017024019394/0000950170-24-019394-index.htm

Environment: The Company Has a Dual Focus

Expeditors complies with all environmental laws and regulations and maintains an active commitment to environmental matters across the globe. The results of the Materiality Assessment complemented this commitment and focused the Company on GHG emissions and reduction strategies. For Expeditors, this “E” focus within ESG takes hold in two ways:

Social: The Company Has a sharpening40-Year Track Record

The Company’s statement of shipper demand to move cargo in ever more efficient ways.

Leading by Influence with Our Service Providers and Industry Outreach

We also encourage and help our business partners to adopt practices that lead to increased environmental sustainability. We fully support green freight initiatives such as the recent ocean industry adoption of low-sulfur measures for ships, and we work with our shippers to help them leverage the use of new technologies and solutions that promote a lighter carbon footprint. Specifically, we seek out partnerships with service providers that operate fuel-efficient fleets and use equipment supported by strong environmental programs. For example, we have participated in the U.S. Environmental Protection Agency’s SmartWay Transport Partnership program since 2008. Each year we work to increase the percentage of our service providers who are SmartWay members to measure and benchmark fuel use and freight emissions, with the goal of reducing carbon emissions across our customers’ supply chains. In addition, environmental criteria are part of our selection process for service providers, and our service provider contracts require compliance with environmental regulations.

We also work to advance sustainability in global supply chains through industry engagement, providing opportunities for dialog and thought leadership. Expeditorspurpose is actively involved in both Clean Cargo and the Sustainable Air Freight Alliance, two groups working to bring together carriers, shippers and forwarders in a collaborative manner to reduce freight transportation’s environmental impact.

Managing What We Control: Our Scope 1 & Scope 2 Emissions

In addition to supporting our customers’ GHG reduction efforts through supply chain efficiency, we are doing our part to reduce GHG emissions from the assets that we control directly. Our Green Teams worldwide track fuel and electricity usage across our office and warehouse facilities. We derive our Scope 1 emissions from fuel used in our operations, and our Scope 2 emissions from the electricity we consume in offices and warehouses. This data allows us to pinpoint locations in need of enhanced energy-saving programs, and the data are disclosed publicly in our annual Sustainability Report and our annual response to CDP (formerly the Carbon Disclosure Project). Our Green Teams continue to take action to reduce our environmental impact by significantly reducing paper usage, increasing the use of electric forklifts, installing more energy-efficient lighting, funding employee commuting via public transportation, and implementing recycling programs, among other initiatives.

Mapping to TCFD and SASB

We continually work to provide meaningful disclosure on our wide range of sustainability efforts taking place throughout our office and warehouse facilities around the world. We published our first public sustainability report in 2017, highlighting our commitments and progress across the ESG spectrum. We continue to enhance our disclosure of ESG matters while monitoring developments in ESG reporting. In our 2021 Sustainability Report, we are once again mapping our disclosures on a range of ESG topics to selected metrics outlined within the SASB standards which now form part of the Value Reporting Foundation and within the TCFD framework, in each case, as directly relevant to our non-asset, knowledge-based business model.

SOCIAL

Human Capital – Employees Are Our Most Important Asset

For more than 40 years, Expeditors has set the standard for excellence in global logistics by making our employees our key focus. Our founders believed that if we took care of our employees, they would take care of our customers.

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This founding principle remains at the core of our philosophy on corporate citizenship today and is why the Expeditors’ Vision Statement is not primarily about logistics - it is about our people.

“To“To create unlimited opportunities for our people through sustainable growth and strategic focus, inspiring our premier customer-focused logistics organization.” Like every savvy service organization, Expeditors invests in employee engagement/talent management to assure that the business is sustainable and profitable.

Our founders sought to createEvidence of this commitment is a different kind of company where people could do well for themselves – in other words,very long tenured workforce (our average NEO tenure is 32 years and our worldwide senior manager tenure is 27 years), one that feeds a place of “unlimited opportunities.” Case in point, ourvery deep leadership bench. Since the current CEO, Jeff Musser, started his career with Expeditors as a part-time messenger while still in high school. After 30 years in a wide range of roles withhas led the Company, he was appointed CEO in 2014. Mr. Musser’s example of tenurethe executive worldwide management team has grown more diverse, and career path of diverse experience and increasing levels of responsibility is common throughout our organization and embodies oneimportantly, by promoting individuals who have been developed from within.

For further insight into the success of our corporate mottos: Hire for Attitude, Train for Skill. We believe thatcommitment to diversity, please see our culture, which fosters organic growthEEO-1 Report attached as Appendix A.

Beyond these U.S. statistics, the Company employs a diverse global workforce: 45% female, 55% male. And notably, the 132 district offices outside the U.S. hire locally, and promotion from within, is a competitive advantage that helps us attract and retain high-caliber talent. We are committed to developing our employees’ capabilities so that as they grow in knowledge and experience, their opportunities to service our customers andU.S.-centric definition, would amplify the ‘diversity’ measure. See further their careers grow as well.

Creating and Maintaining a Positive Working Environment for All

We believe in creating and maintaining a positive work environment for all our employees. That commitment is supported by policies designed to promote fairness and equitable treatment. Our supervisors and managers are responsible for setting positive examples and providing mentoring with a focus on creating an inclusive environment where everyone can be successful. We firmly believe that we have an ethical and moral obligation to treat all employees fairly and equally across the globe without harassment, intimidation, or discrimination of any kind based on race, sex, sexual orientation, gender identity, gender expression, marital status, age, color, religion, creed, national origin, disability, veteran status, or any other characteristic protected under applicable law. Our Code of Business Conduct outlines our expectations regarding our labor standards and policies, which are designed to promote a fair, open and inclusive environment. We expect our service providers to live up to these same standards too. We also evaluate our ability to engage and retain employees by monitoring turnover rates and the percentage of positions filled internally, and by regularly conducting employee satisfaction surveys to identify opportunities where we can improve. We also post publicly all open positions to ensure that we are including the widest and most diverse pool of talent for consideration. We want to draw employees who are able to see Expeditors as a place of unlimited opportunity for them to achieve their own professional goals.

Workforce Diversity

Diversity and inclusion are part and parceldiscussion of our vision of unlimited opportunity for our employees. In 2021, our United States workforce was 44% women and 40% racially/ethnically diverse. Globally, our practice is to hire local employeesexecutive team demographics in our offices so that our operations continuerebuttal to reflecta shareholder proposal 5.

Please find more about all Sustainability efforts at the diverse and vibrant communities we serve. We leverage regional and local expertise by staffing our districts principally with local managers and personnel who are from the regions in which they operate and who have extensive experience in logistics, coupled with a deep understanding of their local market. This results in a highly talented, inclusive and multi-cultural global workforce that we are extremely proud of. Because our business involves shipments between districts located all over the world and typically touches more than one geographic area, our success requires a high degree of communication and cooperation among our diverse workforce: over 19,000 talented people of whom over 12,000 are employed in over 60 countries outside of the United States.Company at www.expeditors.com/about-us/sustainability

Nominating & Corporate Governance Committee:

Upward MobilityLiane Pelletier, Chair

Expeditors has a long history of promoting from within and we consider upward mobility to be an important aspect of workforce diversity and inclusion. For instance, ten out of our top 23 global executives are women and/or are of a diverse background (race, ethnicity, or sexual orientation). Moreover, eight out of the last 11 promotions into Expeditors’ senior executive team (consisting of the top Senior Vice President roles or above) have been women and/or a person of a diverse background (race, ethnicity, or sexual orientation). All of these recently promoted individuals are very long tenured, with an average length of service with Expeditors of 25 years (ranging between 18 and 38 years). Our corporate culture enabled these employees to thrive and have long-term success at Expeditors, just as our founders envisioned.Mark Emmert

Board Refreshment and DiversityDiane Gulyas

overall board and committee evaluation process. To ensure that this continues, we also take gender, ethnicity, and racial diversity into consideration as part of our succession planning, and this also specifically forms part of our Board’s review of development and succession plans for our CEO and senior executives:

“The board views board director, CEO and key management selection succession as one of its most important responsibilities. The board shall develop and maintain a succession plan for directors and the CEO. The board will also regularly review CEO developmental plans for succession of key senior executives taking into consideration the diverse experiences, qualifications, and perspectives that each candidate can bring to the Company including gender, race, and ethnicity.” (Governance Principles, page 4).

We adopted the so-called “Rooney Rule” for our CEO and Board of Director searches. Accordingly, we require any initial list of CEO and Board candidates recruited from outside the Company to include qualified female and racially/ethnically diverse individuals. Any search firms we engage will also be instructed to include the same on their initial lists of potential candidates that are furnished to us. These requirements are set forth in our Policy on Director Nominations and our Governance Principles and are publicly available on our website at https://investor.expeditors.com/corporate-governance/governance-documents.

Workforce Recruitment

Expeditors’ commitment to diversity and inclusion in the workforce is part of our workforce recruitment. As part of our hiring efforts, we partner with DirectEmployers in the United States to ensure our organization is conducting recruiting outreach to minority and veterans’ groups. We also recognize that socio-economic disparities pose potential barriers to diversity and inclusion that often have a disproportionate impact on minority communities. To address this, in 2008 we established our Opportunity Knocks Program, which offers paid internships or student work-studies for youth from disadvantaged communities, many of whom have come to work for Expeditors full time once the program ends. Opportunity Knocks started in the United States and has since expanded to our operations in seven countries. Considered a “Best in Class” program, we created a toolkit called “Opportunity Knocks in a Box” so that other companies could replicate the Opportunity Knocks program in their organizations. Further information about Opportunity Knocks is available on our external website: https://web.expeditors.com/opportunity-knocks/ and in our Sustainability Report at www.expeditors.com/sustainability.

Training and Professional Development

We also encourage personal growth of our workforce. Expeditors requires all employees to complete a series of compliance training courses annually and we encourage our employees to further take advantage of a host of other training opportunities housed within our Professional Development Center – an online global learning management system that is deployed across our network. Thanks to the efforts of our employees, the average hours of training per employee was 60 hours in 2021. We believe this commitment to the professional development of our employees results in our low level of employee turnover, which substantially reduces our cost to recruit and train new hires. Additionally, long-tenured employees are able to provide strong bench strength as evidenced by the long tenure of our top managers: our CEO has been with the Company for 39 years and the average tenure of our other NEO is 31 years. Similarly, Jose A. Ubeda, our Senior Vice President, Digital Solutions, joined Expeditors in 1984 in entry-level operations at the age of 17. Today, Jose is not only a member of our executive team, he is also passionate about the development and support of opportunities for youth. He leads the Opportunity Knocks program at Expeditors, which offers paid internships for youth to increase confidence, skills and job readiness with potential for long-term careers.

Promoting Workplace Safety and Security

We are committed to maintaining secure and safe working environments and business operations for our employees globally by following our well-established security, health and safety standards as well as applicable security, health and safety laws and regulations. We have robust mechanisms in place to report accidents, injuries and unsafe working conditions to our dedicated Health and Safety Team. This team has been at the center of our COVID-19 response since the beginning of the pandemic, and we have continued to leverage our global Health and Safety infrastructure in managing through the on-going pandemic. We also report key metrics on our workplace safety controls in our Sustainability Report at www.expeditors.com/sustainability.

Employee Protections During the On-going COVID-19 Pandemic

We continued to take care of our people throughout the on-going global pandemic, which has had a prolonged and pronounced impact on global supply chains and created extremely challenging operating conditions for our people. When the COVID-19 pandemic hit the global economy initially in early 2020, Expeditors promptly announced a “no layoff” policy so that our people would all have certainty that their jobs and livelihoods would be safe. This response was in line with our response during the 2008-09 Global Financial Crisis, a period that witnessed a significant downturn in our industry. In early 2020, we adopted our “no layoff” policy, as well as the additional two weeks of annual sick

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time available for any COVID-19 related illness. We also re-affirmed our commitment to honoring employee healthcare plans, matching 401(k) contributions in the United States, and continuing to extend our employee stock purchase plan (ESPP) to all Expeditors employees during the pandemic. These commitments allowed our employees to focus their attention on delivering solutions and excellent service to our customers during this unprecedented crisis.

Business Continuity During the On-going COVID-19 Pandemic

Our Business Continuity Plan (BCP) provides a framework for both protecting the safety of our people and minimizing potential adverse impacts on our operations and our customers' businesses during times of crisis. Throughout 2021, we continued to protect our people with the safety protocols in our phased approach to COVID-19 response, while complying with widely varying rules from local health officials in different countries and navigating multiple waves of virus transmission globally. In doing so, we utilized our COVID-19 response plan developed as part of our BCP to manage through the ongoing COVID-19 pandemic and are continuing to operate under this plan today.

Our plan includes measures to protect and safeguard the health of our employees and service providers, such as sanitization of our facilities, guidelines regarding protective equipment for employees, restricting travel, and requiring office staff to work remotely if they are able to. We continue to monitor the continuously evolving situation and adjust our actions, as needed, based on recommendations from governments and local and national health authorities. Our recovery plan is intended to allow office staff currently working remotely to move back gradually and safely into offices when health risks subside and governments around the world lift restrictions. Accordingly, our districts around the world are at different phases of the recovery plan depending on local conditions.

Giving Back to our Communities Where We Work and Live

Expeditors is also committed to making our communities better places to live and work. Our community support extends to local charities, children's programs, volunteerism, and grassroots projects in our communities around the world. For example, our regional leaders in India created the Avasar Foundation in 2012 to help underprivileged girls gain equal access to unlimited learning opportunities. To date, this program has awarded 160 scholarships to cover tuition, implemented programs for pre-primary school children and equipped more than 40 local schools with state-of-the-art computer labs all of which is funded by Expeditors, our employees, and their friends and families.

This year during our annual Matching Gift Campaign employees donated to hundreds of different organizations to support their mission-driven activities, with each organization receiving a matching gift from Expeditors to further increase the impact of each donation. In recent years we have seen a meaningful increase in donations being made to non-profit organizations, aided by a new online platform for our Matching Gift Campaign that we implemented last year. Additionally, Expeditors provides every employee in the United States a paid day off each year to volunteer at a charity of their choice. No matter where we have a presence, Expeditors encourages each of our employees to commit themselves to helping improve the lives of those in their communities.

GOVERNANCE

Good Governance Means Good Business

Expeditors is always focused on devoting the right resources to good governance, including staying on top of the ever-shifting regulatory landscape in which we operate given our large global footprint. Compliance is an essential component of good governance and, at Expeditors, compliance touches almost every aspect of our business. Indeed, one of our core Cultural Attributes is “integrity,” a trait that captures and reflects an unwavering commitment to strict compliance with the letter and the spirit of all applicable laws, regulations, and other requirements. To ensure this is translated into how we conduct our business every day, Expeditors Board of Directors together with its General Counsel and Chief Ethics and Compliance Officer oversee the Company’s Code of Business Conduct and programs to ensure compliance with sanctions and embargoes as well as anti-corruption, antitrust/competition, trade compliance laws and cybersecurity. Additionally, the Company deploys a trade compliance team of more than 140 subject matter experts throughout our global network to provide on-the-spot, practical compliance guidance at the local level. All Expeditors employees, officers and directors are required to take mandatory training on our Code of Business Conduct annually and every employee receives an additional 15+ hours of mandatory compliance training every year on critical topics including security, health and safety; preventing workplace harassment; anti-corruption; anti-competition/anti-trust; export and trade compliance and a wide range of other training that is relevant to the specific countries where we operate. This training reiterates the Company’s compliance message and equips our employees with the essential compliance knowledge and skills they need.

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Assessing and Monitoring Enterprise Risk

Senior executive management is responsible for the assessment and day-to-day management of risk and bringing any material risks to the attention of our Board of Directors, who are responsible for overseeing the conduct of our business and monitoring significant enterprise risks. Oversight responsibilities for certain areas of risk are assigned to our Board's standing Committees or to the full Board itself. Our Board of Directors and each of its Committees regularly discuss with management the Company’s strategies, operations, compliance, cybersecurity, policies and inherent associated risks in order to assess appropriate levels of risk taking and steps taken to monitor, mitigate and control such exposures. Our Board of Directors believes the Company’s risk management processes are appropriate and that the active oversight role played by the Board and its Committees provides the appropriate level of oversight for the Company.

Aligning Interests: Executive Stock Ownership Policy and Clawback Policy

Expeditors maintains executive stock ownership guidelines, governed by our Compensation Committee, that require all senior executives to own mandatory minimum amounts of shares of the Company’s Common Stock (determined as a multiple of the executive’s annual base salary). These requirements help to ensure that all senior executives are acting as “business owners” and in the best interests of our Company. Furthermore, Expeditors’ Insider Trading Policy prohibits its Board of Directors and employees from hedging or pledging their ownership of Company stock, including trading in publicly traded options, puts, calls or other derivative instruments related to Company stock.

In addition, in 2015 we adopted a “clawback policy” such that if the Company found it necessary to prepare an accounting restatement of its financial statements due to material noncompliance as a result of executive misconduct, the Board shall be entitled, on behalf of the Company, to require reimbursement or forfeiture of any Incentive Compensation received by that executive.

Political Contributions: Reaffirming our Long-standing Policy Against Direct or Indirect Contributions

Fundamentally, we do not believe that it is our Company’s proper role, or in our Company’s interests, to seek to influence political campaigns or election outcomes. We think this practice is best left to individuals acting in their own private capacity and, as such, we encourage all our employees, directors and officers to participate in community and political activities on an individual basis if they so wish. Those who do participate in community and political activities do so as individual citizens and not as representatives of Expeditors. Consistent with our culture, Expeditors has implemented clear written policies against endorsing political parties or individual candidates, contributing funds to political campaigns, or making any Expeditors' premises available for political or campaign purposes. Forms of political support prohibited by our Code include not only direct contributions, but also extend to indirect contributions to trade associations or industry groups for the purpose of electioneering or making a campaign donation on our behalf, and any activity that would be considered intervention in a political campaign under the Internal Revenue Code. In 2021, we updated our Code to further strengthen our language related to indirect political donations (which were already prohibited), and we made zero political contributions in 2021.

Cybersecurity

Given the technology- and data-intensive nature of our knowledge-based business model, we have invested in mandatory cyber specific training and frequent company-wide reminders and in a number of controls to maintain the privacy and security of our systems, information and data. In terms of cybersecurity, Expeditors employs a dedicated team of cybersecurity experts with technical expertise, including several Certified Information Systems Security Professionals, and cybersecurity staff in our district offices in each region. Our Enterprise Cybersecurity Committee works with our General Counsel to provide quarterly updates to our Enterprise Risk Committee and annual updates to our Board of Directors on cyber risk, information security, and technology risk as well as policy development. We work to continuously enhance our cybersecurity capabilities to detect and protect against threats and system compromise, including running table-top exercises and simulations. We focus on the key fundamentals of protect, monitor and respond and leveraging industry experts and government resources and associations, including the National Institute of Standards and Technology Cybersecurity Framework, to safeguard the security of our systems. Board member, Liane Pelletier, has a significant background in cybersecurity and Board member, Jim DuBois, has extensive cybersecurity experience.

In late February 2022, we were the subject of a targeted cyber-attack that prompted us to shut down most of our operating systems globally to manage the safety of our overall global systems environment, underscoring the critical nature of our ongoing vigilance and attention to cybersecurity. We have since been working around the clock to restore our systems and, as we finalize this Proxy Statement, we are making significant progress in returning to normal operations.

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Privacy and Data Protection

We believe privacy and data protection form a critical element of corporate responsibility for every organization. Customer trust — in our products, our services and our business practices — is foundational to our mission. We recognize that we cannot protect our customers and achieve our mission without a deep commitment to information security and data privacy ourselves. Working in tandem with our Cybersecurity team is our Global Data Protection Officer, who is a member of our Legal Department and helps the Company navigate the complex and evolving regulatory landscape around privacy and data protection. As a part of our privacy compliance infrastructure, Expeditors has a Global Privacy Policy that regulates our collection, use, and disclosure of individuals’ personal information; determines responsibility if there is a violation; and assures the rights of individuals to access their information in accordance with applicable laws. We also maintain an online Privacy Statement that describes some of the ways we gather, use, disclose, and manage customer, third-party service provider or employee personal information. We have in place industry-accepted physical, technical and administrative security measures appropriate to our business to safeguard and secure the personal information we process. Our Global Data Protection Officer works with our General Counsel to provide updates to the Board on relevant privacy issues that may impact our business, and also manages our Global Privacy Policy which includes mandatory annual training for all employees.

Board Evaluation of ESG

Expeditors’ Board of Directors has an established cadence of regular oversight and evaluation of the Company’s effectiveness on ESG matters, and is constantly pursuing continuous improvement. Each year, our Board of Directors undertake a comprehensive written evaluation process, which includes a review of how the Company preserves and enhances value to each of its stakeholders, including shareholders, employees, service providers, customers, and communities.

Nominating & Corporate Governance Committee:

Liane Pelletier, Chair

Mark Emmert

Diane Gulyas

Notice of Annual Meeting & Proxy Statement | 25

PROPOSAL NO. 2:

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATON

The Board of Directors has elected to submit a non-binding vote on compensation, a so-called "Say-on-Pay" vote, to shareholders on an annual basis.

We value our shareholders’ views on Named Executive Officer (NEO) compensation and our incentive compensation programs. We continue to extend outreach and regularly engage with those representing over half of the outstanding shares to understand their perspectives on our Company performance, including our compensation programs. The fundamentals of our compensation programs are unchanged from prior years and performing as expected. Shareholders supported our advisory vote on NEO compensation by an average of 90% over the past three years by voting FOR our proposals.

We are asking for your non-binding advisory vote on the following resolution, known as “Say-on-Pay,” as required pursuant to section 14A of the Exchange Act:

Resolved: That shareholders approve the compensation of the NEO, as disclosed in the Compensation Discussion & Analysis, the compensation tables, and the related narrative executive compensation disclosures contained in this proxy statement.

We encourage you to read the Compensation Committee Report, including Compensation Discussion and Analysis, as well as the Summary Compensation Table and other related compensation tables and narrative to learn about our executive compensation programs and policies.

After pandemic-driven demand in 2021 and 2022 drove record operating results, volumes transacted in all services were down in 2023 due to continued softening customer demand from a slowdown in the global economy and international trade, as customers' inventory levels remained high. In 2021, the Company again achieved record revenues, operating income and EPS, as we continued to work through severe supply chain disruptions and constraints initially brought on by the COVID-19 pandemic. Revenues grew by 72%, operating income by 103% and EPS by 103% over 2020. All services provided by the Company performed at record levels as we were able to the meet high demands from our customers in a market that was significantly challenged by capacity limitations and volatileaddition, average buy and sell rate pricing.rates declined through most of the year, as supply chain congestion cleared and available capacity for transportation exceeded demand. As expected, revenues and expenses in airfreight and ocean services were significantly down compared to 2022 and 2021, and net earnings to shareholders decreased 45% in 2023. Nevertheless, we generated more than $1.0 billion in cash flow from operations and returned $1.6 billion to shareholders through common stock repurchases and dividends.

Total compensation to our CEO and average total compensation to our other NEO increased 76%decreased 31% and 85%38%, respectively, over 2020from 2022, primarily due to participation in our 2008 Executive Incentive Compensation Plan. In 2021,Plan, which decreased 43% and 50%, respectively. While our shareholder-approved 2008 Executive Incentive Compensation Plan performed as designed in 2022, delivering performance-based compensation tied directly to operating income, the Compensation Committee further reduced payouts to NEO by 5% throughout 2023 because operating income did not grow by 5%.

Our Compensation Program in Brief

The 2008 Executive Incentive Compensation Plan (“Incentive Compensation Plan”) is a primary component of our compensation program. This shareholder-approved plan has been in place since 1985 and is designed to drive superior financial results and is effective because of its simplicity, transparency, and focus on a key operating metric: U.S. GAAP operating income. The unique design of Incentive Compensation Plan incentivizes our management team to continually increase our GAAP operating income, which in turn drives long-term shareholder value.

While preserving the core of our compensation structure, we have made substantive adjustments to our programs, including:

Compensation: What We Do and Don't Do

The Board of Directors has elected to submit a non-binding vote on compensation, a so-called "Say-on-Pay" vote, to shareholders on an annual basis. Shareholders supported our 2021, 2020 and 2019 advisory vote on NEO compensation by 92%, 95% and 94%, respectively, by voting FOR our proposals.

Effect of Proposal

The Say-on-Pay proposal is non-binding on the Board of Directors. The approval or disapproval of this proposal by shareholders will not require the Board of Directors or the Compensation Committee to take any action regarding NEO compensation. The final decision on NEO compensation remains with the Board of Directors and/or its Compensation Committee. Although non-binding, the Board of Directors and the Compensation Committee will review and consider the voting results when making future decisions regarding NEO compensation.

COMPENSATION DISCUSSION & ANALYSIS

This Compensation Discussion and Analysis (CD&A) describes the Company’s executive compensation program in 2021.2023. In particular, this CD&A explains how the Compensation Committee (the Committee) of the Board of Directors made its compensation decisions for the Company’s executives, including the following NEO:

Our Compensation Philosophy

Our Company is committed to a strong pay for performance compensation philosophy that is a foundational characteristic of our Company’s culture. Expeditors has been and will continue to be driven by Company performance and doing what is right for our shareholders, our customers and our employees. While we have implemented changes to our CEO and other NEO compensation over the years, the core compensation structure, which has been in place since the Company became publicly traded, is responsible for differentiating the Company’s performance from that of many of our competitors.

The objective of our core compensation program is to enhance shareholder value over the long term by:

Our core compensation programs directly serve the interests of our Company and its stakeholders through:

Base Salaries

Throughout our history, we have followed a policy of offering our management employees a compensation package that is heavily weighted toward incentive-based compensation. To emphasize at-risk variable pay, we have customarily set annual base salaries of our NEO and other top managers well below competitive market levels. Our NEO base salaries are set at $100,000 and are well below median NEO base salaries in our peer group.

2008 Executive Incentive Compensation Plan

The 2008 Executive Incentive Compensation Plan is a primary component of our compensation program. The Plan has been in place since 1985 and its unique design incentivizes our management team to continually increase our operating income, which in turn drives long-term shareholder value. The 2008 Executive Incentive Compensation Plan is designed to drive superior financial results and is effective because of its simplicity, transparency, and focus on a key operating metric.

Operating income captures many elements of managing a healthy business, including:

To be successful, management must optimize the multiple elements of a full income statement, culminating with operating income. This metric is comprehensive, simple, objective and easily understood. It drives both short- and long-term growth, efficiency, and creates a prudent and entrepreneurial environment. We remain committed to our focus on operating income and our view that this broad-based metric is a key driver of shareholder value over the long-term.

Our use of U.S. GAAP operating income rewards management for delivering profitable results. We use U.S. GAAP operating income because we believe that management must be held accountable for our results regardless of external market forces that may adversely affect the level of bonus payouts. Our 2008 Executive Incentive Compensation Plan creates a culture of shared economic interests among our top managers and ensures a universal and daily focus on the achievement of superior financial results. Equally important, our focus on continual improvement in operating income drives long-term shareholder value creation.

Key Terms of the Plan:

The Incentive Pool

In addition to our below-market base salaries, the total incentive cash compensation available to all senior executive management participating in the Incentive Pool, including all NEO, is limited to 10% of pre-bonus operating income. Individual amounts earned under this plan are determined by participation percentages set by the Compensation Committee at the time of promotion. As a result, incentive compensation to the CEO and to each NEO rises and falls in conjunction with our level of operating income. Executive incentive compensation is directly and inextricably tied to performance.

Eligibility for the Incentive Pool

The Compensation Committee determines which executive officers and other key managers are eligible to participate in the 2008 Executive Incentive Compensation Plan. For each quarter, the Committee determined that each NEO and every member of senior executive management would participate in the 2008 Executive Incentive Compensation Plan.

Funding the Incentive Pool

Company performance funds an Incentive Pool with up to 10% of our U.S. GAAP operating income before bonus. The Compensation Committee believes that setting the Incentive Pool at a fixed percentage of operating income with fluctuations in the amounts paid directly linked to actual changes in operating income, aligns both the short- and long-term interests of employees and shareholders.

The Company has never incurred an annual or quarterly operating loss since going public in September 1984. Nonetheless, we maintain the following stringent policies in the event that we should incur no or negative operating income for a quarter:

We believe this policy protects shareholder interests while strongly incentivizing our management team to maintain and increase positive operating income every fiscal quarter.

Allocation of the Incentive Pool

The Compensation Committee determined each NEO's allocable portion of the Incentive Pool. This determination is set at the time of promotion to the position and performance is reviewed quarterly. The Compensation Committee considers various factors when establishing each participant's allocable share of the Incentive Pool, including:

For our most senior executive managers, their allocable percentage of the Incentive Pool is likely to decline over time to accommodate additional investments in new areas of growth and personnel.

The fixed percentage of each NEO’s allocation did not change in 2021.

Determining Payouts Under the Incentive Pool

Payouts under the Plan were determined by multiplying the Incentive Pool by each participant’s allocable portion of the Incentive Pool. For each quarter of fiscal years 2019-2021,2021-2023, we had positive operating income, which resulted in the funding of the Incentive Pool. At the conclusion of each quarter, the Compensation Committee reviewed and approved each NEO incentive payment under the 2008 Executive Incentive Compensation Plan based on the executive officer’s allocable share of the Incentive Pool for that quarter. In 2022, to reduce the growth of compensation to NEO and certain senior executives, the Compensation Committee reduced payouts by 15% for the second quarter and 20% for each of the third and fourth quarters for a combined total of $12.2 million.

5% Growth Performance Requirement

In 2017, a minimum 5% growth requirement was added for the CEO to earn an unreduced payout, and in 2020, the requirement was expanded to include all senior executive management. OperatingIn 2023, operating income did not grow by 5% in any of the quarters of 2019, as compared to the same periods in 2018, and the amount paid to our CEO was reduced by 5% or a total of $201,305. In 2020, operating income did grow by more than 5%, as compared to the same period in 2019, except in the firsteach quarter and the amount paid to our NEO and senior executives in that quarter was reduced by 5% or a combined total of $487,533. In 2021, operating income did grow by more than 5% in each quarter, as compared to the same period in 2020.$2.3 million.

Determination of NEO RSU Grants

The Compensation Committee considered various factors in determining the size of each RSU grant to NEO for 2021,2023, including:

PSU Grants to CEO and Senior Executive Management

To further align CEONEO and senior executive management long-term incentive compensation with shareholders’ interests and focus on long-term performance, the Compensation Committee, starting in 2017 shifted a portion of Mr. Musser’s annual pay to longer-term by adopting performance metrics in the form ofgrants performance share units (PSU) subject to vesting only if 3-year performance goals were achieved for Net Revenues and EPS.EPS, weighted 25% and 75% respectively. The PSU are awarded in May each year under the Amended and Restated 2017 Omnibus Incentive Plan (the Amended 2017 Plan) that was approved by shareholders. PSU incentive goals are established with the intent that performance in-line with our operating plans should result in a payout that is approximately at target. In order to achieve the maximum goals, our performance would have to exceed our operating plans to a significant degree. Threshold performance goals were set at a level that was meant to be attainable and below which the Company could not justify a payout. In evaluating the difficulty of our target performance goals, the Compensation Committee, comprised entirely of independent Directors, believes these goals are challenging. Beginning in 2019, the Compensation Committee expanded the use of PSU awards to senior executive management, including all other NEO. PSU continue to measure 3-year performance and use Net Revenues and EPS, weighted 25% and 75% respectively.

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20192021 PSU Performance Criteria & Discussion

The performance period of 20192021 PSU awards to Mr. Musser and to senior executive management, including all NEO, was January 1, 20212023 to December 31, 2021. The final number of shares earned was based on the Company’s 3-year EPS and Net Revenue growth.2023. In setting targets for the 20192021 PSU in May 2021, the Compensation Committee considered a number of factors, including the Company’s past performance, estimated impact of supply chain congestion, including customers, service providers and employees, current strategies and initiatives, estimated share repurchases, expected macro-economic forces, and global trade expectations. Following the end of the performance period, the Compensation Committee considers the Company’s actual performance compared to targets, including the effect of any significant items during the performance period in making its final determination.

Net revenues are a non-GAAP measure calculated as revenues less directly related operations expenses attributable to the Company’s principal services. The Board believes that net revenues are a better measure than total revenues when evaluating the Company’s operating performance since total revenuesfinal number of shares earned as a freight consolidator include the carriers’ charges for carrying the shipment, whereas revenues earned in other capacities include primarily the commissions and fees earned by the Company. Net revenue is one of the Company’s primary operational and financial measures and demonstrates management’s ability to concentrate and leverage purchasing power through effective consolidation of shipments from customers utilizing a variety of transportation carriers and optimal routings.

For PSU granted in 2019, the Compensation Committee established 2021 performance criteria for Mr. Musser and senior executive management, including all NEO,was based on the following criteriaCompany’s 3-year EPS and weightings. The table below also includes the actual achieved performance for the year ended December 31, 2021 usedNet Revenue growth, as shown in the final measurement for shares granted to NEO:table below.

RSU & PSU Vesting and Retirement Eligibility

The RSU and PSU Awards under the Amended 2017 Plan include a dividend equivalent that vests commensurately with the underlying award. In addition, senior executive management who have either (i) attained the age of 55 and completed at least 10 years of continuous service, or (ii) completed at least 30 years of continuous service are deemed "retirement eligible." All NEO are retirement-eligible.retirement-eligible, except for Mr. Bell. RSU vest 1/3 on each successive one-year anniversary of the grant date. PSU vest only if performance goals are achieved for net revenue and earnings per share growth in the second fiscal year after grant. Upon the retirement, death or disability of a retirement-eligible senior executive manager, RSU vest immediately and PSU will fully vest at the end of the applicable performance period. See “Potential Payments upon Termination & Change in Control” for a description of the treatment of RSU and PSU upon an involuntary termination with cause and without cause and a voluntary termination for good reason.

Perquisites & Other Personal Benefits

The Company provides no perquisites or personal benefits to our NEO that are not available to all employees. The Company provides standard benefits packages to all employees that vary by country, based on individual country regulations. Further, the Company does not provide tax “gross-ups” on change in control severance benefits or any other type of benefit.

Risk & Compensation Clawback Recovery

Because the 2008 Executive Incentive Compensation Plan is based on cumulative operating income, any operating losses that are incurred must be recovered from future operating income before any amounts would be due to participants. Since a significant portion of executive compensation comes from the 2008 Executive Incentive Compensation Plan, the Company believes that this cumulative feature is a disincentive to excessive risk taking by its senior managers. No one individual has the authority to commit the Company to excessive risk taking. Due to the nature of the Company’s services, the business hastransactions have a short operating cycle. The outcome of any higher risk transactions, such as overriding established credit limits, would be known in a relatively short time frame. Management believes that when the potential impact on the bonus is considered in light of this short operating cycle, the potential for gains that could be generated by higher risk business practices is sufficiently mitigated. Management believes that both the stability and the long-term growth in operating income and net earnings are a result of the incentives and recovery mechanism inherent in the Company’s compensation programs. Awards under the 2017 Plan (including any shares subject to an Award) are subject to any Company policy providing for recovery, recoupment, clawback and/or other forfeiture. In addition, the Company's "clawback policy""Incentive Compensation Recovery Policy" related to financial restatements includes not just the CEO and Chief Financial Officer (CFO), but all members of senior executive management.

32 | Expeditors InternationalIncentive Compensation Recovery Policy

In November 2023, our Board adopted an Incentive Compensation Recovery policy, which amended the Company’s previous clawback policy, and complies with recently enacted SEC rules and NYSE listing standards. The policy requires the Company to recoup incentive-based compensation from our NEO and senior executives in the event the Company issues a restatement of Washington, Inc.

its financial statements, to the extent such incentive-based compensation received by the individual exceeds the amount the individual would have received based on the restated financial statements. Incentive compensation may also be recouped from certain other employees of the Company under these circumstances under the policy if deemed appropriate by the Compensation Committee.

Role of the Compensation Committee, Management & Consultants

Compensation decisions, other than compensation and equity grant determinations for the CEO, are made in consultation with the CEO. Compensation decisions for the CEO are made by our Compensation Committee and approved by our full Board. With respect to the 2008 Executive Incentive Compensation Plan, the CEO recommends allocation percentages for all participating executive officers, which must be reviewed and approved by the Compensation Committee.

The Board believes in overall total compensation targets that are consistent with the underlying compensation philosophy of the Company. The Company recognizes that because it operates in the highly competitive global logistics services industry, the quality of its service depends upon the quality of the executives and other employees it is able to attract and retain. In order to succeed, the Company believes that it must be able to attract and retain qualified executives and employees. The Compensation Committee considers the competitiveness of the entire compensation package of an executive officer relative to that paid by similar companies when evaluating the adequacy of base salaries, the percentage allocations of the 2008 Executive Incentive Compensation Plan and

equity grants. The Company’s objective is to offer a total compensation package, which gives the executive officer the opportunity to be rewarded at a level believed to be superior to that offered by the Company’s competitors in the global logistics services industry. The Company believes that the opportunity for achieving superior levels of compensation is predicated on achieving sustained, long-term profitable results that are superior to those of its competitors.

The Compensation Committee used benchmark data on a limited basis to review base salaries and other compensation information and practices disclosed by certain U.S. publicly traded companies in the logistics and transportation industry. The benchmark data has confirmed that the Company’s compensation packages offered to executives are competitive and give executives appropriate incentives to retain and gain profitable customers and grow the Company’s services. Benchmark data was derived from proxy statements filed by Alaska Air Group, Inc., CH Robinson Worldwide, Inc., CSX Corp., JB Hunt Transport Services, Inc., JetBlue Airways Corp., Knight-Swift Transportation Holdings, Inc., Landstar System, Inc., Norfolk Southern Corp., Old Dominion Freight Line, Inc., Ryder System, Inc., Schneider National, Inc., Southwest Airlines Co., Union Pacific Corp., and XPO Logistics. While these companies vary in size in terms of revenue, the Compensation Committee believes the benchmark data derived from this group of companies is useful for the limited comparisons described above.

Since 2016, the Compensation Committee has engaged Meridian Compensation Partners, LLC (Meridian) to provide advice on executive and Director compensation matters. The Compensation Committee has assessed the independence of Meridian pursuant to SEC and NASDAQNYSE rules and determined that no conflict of interest exists that would prevent Meridian from providing independent and objective advice to the Compensation Committee. Meridian has provided consulting services only as directed by the Compensation Committee. Meridian reports directly to the Compensation Committee and does not provide any other services to the Company.

Notice of Annual Meeting & Proxy Statement | 33

Employment Agreements

The Company has entered into employment agreements with each NEO. Each employment agreementsagreement is automatically renewable upon expiration for additional one-year periods unless either party elects otherwise.

Executive Stock Ownership Policy

The Company maintains executive stock ownership guidelines and is governed by the Compensation Committee. These stock ownership guidelines are applicable to our NEO and certain other senior management holding a title of Senior Vice President or above. These guidelines are designed to increase executives’ equity stakes in the Company and to further align executives’ interests with those of shareholders. The guidelines require covered executives to own shares of the Company’s Common Stock sufficient to satisfy the amount specified below as a multiple of the executive’s annual base salary:

Executives in the positions above need to achieve the corresponding ownership target within five years of the earlier of promotion to the position or the policy adoption or revision date. This policy, revised by the Board of Directors in November 2023, excludes stock option and PSU grants in the ownership calculation and includes RSU and target PSU grants. Further, each Executive in the positions above must hold at least 50% of the guideline amount in Company’s common stock. As of December 31, 2021,2023, all of our NEO are in compliance with their respectivethese ownership guidelines. When NEO exercise stock options, they must continue to comply with the ownership requirements above.

All executives must hold 75% of the net after-tax shares received upon vesting of any PSU and RSU until their respective stock ownership guidelines are achieved.

Insider Trading Policy Prohibits Hedging or Pledging

The Company’s Insider Trading Policy prohibits its Board of Directors and employees from hedging or pledging their ownership of Company stock, including trading in publicly-traded options, puts, calls or other derivative instruments related to Company stock.

Other Retirement or Disability Payments

Other than for RSU and PSU, the Company has no formal obligations to make any payments to any executive officer upon his or her death, disability or retirement except to senior executive management domiciled in countries where statutory regulations require that these benefits be provided to all employees.

The Company’s policy prohibit the paymentBoard will seek shareholder approval of any retirement bonusesexecutive’s new or renewed pay package that provides for severance or termination payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus target short-term non-equity incentive plan compensation.

Severance or termination payments include cash, equity or other pay that is paid out or vests due to executive officersa senior executive’s termination for any reason. Payments include those provided under employment agreements, severance plans, and members of senior executive management.change-in-control clauses in long-term equity plans, but not life insurance, pension benefits, or deferred pay earned and vested prior to termination.

Estimated total value includes lump-sum payments, payments offsetting tax liabilities, perquisites or benefits not vested under a plan generally available to management employees, post-employment consulting fees or office expense and equity awards if vesting is accelerated, or a performance condition waived, due to termination.

While there is no legal or contractual obligation to do so, the Company has, on occasion, accelerated the vesting of any unvested RSU or stock options of employees who pass away.

34 | Expeditors International of Washington, Inc.

Compensation Committee Report

The Compensation Committee believes in simple, easy to understand executive incentive compensation plans that are directly aligned with Company performance and focus management on enhancing the long-term value of the Company. The Compensation Committee Charter is available on our website https://investor.expeditors.com.

Compensation Committee

All members are independent underaccording to rules of the Exchange Act and NASDAQ rules.The New York Stock Exchange. The Compensation Committee met four times in 2021.2023.

Compensation Committee Interlocks & Insider Participation

No member of the Committee is or has been an officer or employee of the Company and none had any interlocking relationship with any other entities or of the type that would be required to be disclosed in this Proxy Statement.

Key Responsibilities:

The Compensation Committee believes that the compensation for the CEO and other NEO are consistent with its philosophy, incentive compensation plans and the objectives described above. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee of the Board of Directors:

Mark Emmert, Chair

Robert Carlile

Diane Gulyas

Brandon Pedersen

Summary Compensation Table for the Fiscal Year Ended December 31, 20212023

The table below summarizes the total compensation earned by each NEO for each of the fiscal years shown. The Company has entered into employment and indemnification agreements with all of the NEO.

The NEO were not entitled to receive payments that would be characterized as “Bonus” payments for the fiscal years shown. Amounts listed under “Non-Equity Incentive Plan Compensation” were determined based on percentages of the Incentive Pool that were allocated to each NEO by the Compensation Committee under the 2008 Executive Incentive Compensation Plan based on the factors described in the Compensation Discussion and Analysis contained herein.

Base salaries for the NEO accounted for less than 3% of their total compensation and “at-risk” compensation accounted for more than 85%80% of their total compensation in 2021.2023. Benefits accounted for less than 1% of the total compensation of NEO.

The following table sets out the type and amount of compensation paid to each NEO for the years ended December 31:

36 | Expeditors International of Washington, Inc.

Grants of Plan-Based Awards Table

The following table sets forth certain information regarding awards granted to each NEO during the year ended December 31, 2021:2023: