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C.H. Robinson brings together customers, carriers, and suppliers to connect supply chains. As the world’s largest and most connected logistics platform, we operate at the heart of global commerce. People get the goods they need through our | ||||||||||||||||||||||||||||||||||||||
Purpose Together, we keep the | ||||||||||||||||||||||||||||||||||||||
Mission Our people, processes, and technology improve the world’s transportation and supply chains, delivering exceptional value to our customers and suppliers. | ||||||||||||||||||||||||||||||||||||||
Vision Accelerating commerce through the world’s most powerful supply chain platform. | ||||||||||||||||||||||||||||||||||||||
Serve and empower our teams to grow and advance. Recognize diversity makes us a smarter, stronger team. | ||||||||||||||||||||||||||||||||||||||
$17.6B 2023 Total Revenues | 15,000 Employees Worldwide | >90,000 Active Customers | >450,000 Contract Carriers on our Platform | |||||||||||||||||||||||||||||||||||
“I want to recognize our entire C.H. Robinson Jodee Kozlak, Chair of the Board | |||||
2024 Proxy Statement | 1 |
2 |
PROPOSAL 3 | ||||||||
2024 Proxy Statement | 3 |
DATE AND TIME Thursday, May 9, 2024 at 1:00 p.m. (CT) | LOCATION www.virtualshareholdermeeting.com/CHRW2024 | WHO CAN VOTE Shareholders of record at the close of business on March 13, 2024 | |||||||||||||||
Proposals | Board Vote Recommendation | For Further Details | ||||||||||||
1 | To elect 12 directors to serve for a term of one year | FOReach director nominee | Page 13 | |||||||||||
2 | To approve, on an advisory basis, the compensation of named executive officers | FOR | Page 47 | |||||||||||
3 | To ratify the selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 | FOR | Page 89 |
Online www.proxyvote.com | By Telephone 1-800-690-6903 | By Mail Mark, date, and sign your proxy card and return it by mail in the postage-paid envelope provided to you. |
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. | ||
4 |
2024 Proxy Statement | 5 |
6 |
Cash Dividends | Share Repurchases |
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. | ||
2024 Proxy Statement | 7 |
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. | ||||||||
8 |
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 |
2024 Proxy Statement | 9 |
Who We Engage | |||||||||||||||||||||||
EMPLOYEES | CUSTOMERS | INVESTORS | |||||||||||||||||||||
Our diverse network of logistics experts connects the world through technology, innovation, and collaboration to enact long-term, sustainable change for global supply chains. | As part of our mission to improve the world’s supply chains, we solve logistics challenges and create value for our customers across industries and geographies. | We have constructive conversations with investors on topics such as operating performance and strategy and to better understand other matters of importance to them. | |||||||||||||||||||||
CONTRACT CARRIERS & SUPPLIERS | GOVERNMENT & REGULATORS | COMMUNITY We support the causes our people are passionate about, contributing to our communities as well as organizations that support our industry and align with our diversity, equity, and inclusion (“DEI”) efforts. | |||||||||||||||||||||
Through stability, support, and technology, we keep operations moving for the contract carriers, suppliers, and growers integral to supply chains around the world. | Memberships and relationships with industry associations and government agencies keep us connected to existing and proposed rules and regulations. | ||||||||||||||||||||||
How We Engage with Our Investors We continuously seek to strengthen investor relationships through proactive engagement focused on gaining insight into what matters most to those who choose to invest in our organization. We know their perspectives are critical to our continued success. The long-standing investor outreach program at C.H. Robinson centers around listening and responding to the positions and priorities of our investors through quarterly earnings calls, individual and group investor calls and meetings, investor conferences, as well as our annual shareholders meeting. | |||||||||||||||||||||||
TOPICS OF ENGAGEMENT àBusiness overview and marketplace dynamics àFinancial performance drivers àStrategic initiatives àCapital allocation strategy àTalent, culture, and DEI àESG priorities, reporting, and disclosures àAdditional topics from governance and leadership transitions to executive compensation, among others | WHO IS INVOLVED IN ENGAGEMENT àChair of the Board àChief Executive Officer àChief Financial Officer àChief Operating Officer àDirector of Investor Relations àAdditional members of the C.H. Robinson team, including our Chief Human Resources & ESG Officer and our Vice President of ESG | ||||||||||||||||||||||
10 |
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 |
AC- Audit Committee CAPC- Capital Allocation and Planning Committee | GC- Governance Committee TCC- Talent & Compensation Committee | Chair | Member |
2024 Proxy Statement | 11 |
PROPOSAL 2 | ||||||||
Advisory Vote on the Compensation of Named Executive Officers | ||||||||
The Board recommends a vote FORthis proposal | ||||||||
CEO 2023 Target Compensation(1) | Average Other NEO 2023 Target Compensation | ||||
PROPOSAL 3 | ||||||||
Ratification of the Selection of Independent Auditors | ||||||||
The Board recommends a vote FORthis proposal | àSee page 89 | |||||||
12 |
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. | ||||||||
2024 Proxy Statement | 13 |
Independent | |||||
Non-Independent |
<3 years | >10 years | ||||||||||
3-6 years |
50s | 70s | ||||||||||
60s |
Women | |||||
Racial Minority |
14 |
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 |
Online www.proxyvote.com | By Telephone 1-800-690-6903 | By Mail Mark, date, and sign your proxy card and return it by mail in the postage-paid envelope provided to you. |
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. | ||
2024 Proxy Statement | ||||||||
6 |
Cash Dividends | Share Repurchases |
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. | ||
2024 Proxy Statement |
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. | ||||||||
8 |
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 |
2024 Proxy Statement | 9 |
Who We Engage | |||||||||||||||||||||||
EMPLOYEES | CUSTOMERS | INVESTORS | |||||||||||||||||||||
Our diverse network of logistics experts connects the world through technology, innovation, and collaboration to enact long-term, sustainable change for global supply chains. | As part of our mission to improve the world’s supply chains, we solve logistics challenges and create value for our customers across industries and geographies. | We have constructive conversations with investors on topics such as operating performance and strategy and to better understand other matters of importance to them. | |||||||||||||||||||||
CONTRACT CARRIERS & SUPPLIERS | GOVERNMENT & REGULATORS | COMMUNITY We support the causes our people are passionate about, contributing to our communities as well as organizations that support our industry and align with our diversity, equity, and inclusion (“DEI”) efforts. | |||||||||||||||||||||
Through stability, support, and technology, we keep operations moving for the contract carriers, suppliers, and growers integral to supply chains around the world. | Memberships and relationships with industry associations and government agencies keep us connected to existing and proposed rules and regulations. | ||||||||||||||||||||||
How We Engage with Our Investors We continuously seek to strengthen investor relationships through proactive engagement focused on gaining insight into what matters most to those who choose to invest in our organization. We know their perspectives are critical to our continued success. The long-standing investor outreach program at C.H. Robinson centers around listening and responding to the positions and priorities of our investors through quarterly earnings calls, individual and group investor calls and meetings, investor conferences, as well as our annual shareholders meeting. | |||||||||||||||||||||||
TOPICS OF ENGAGEMENT àBusiness overview and marketplace dynamics àFinancial performance drivers àStrategic initiatives àCapital allocation strategy àTalent, culture, and DEI àESG priorities, reporting, and disclosures àAdditional topics from governance and leadership transitions to executive compensation, among others | WHO IS INVOLVED IN ENGAGEMENT àChair of the Board àChief Executive Officer àChief Financial Officer àChief Operating Officer àDirector of Investor Relations àAdditional members of the C.H. Robinson team, including our Chief Human Resources & ESG Officer and our Vice President of ESG | ||||||||||||||||||||||
10 |
PROPOSAL 1 | |||||||||||||||||||||||
Election of Directors | |||||||||||||||||||||||
at 1:00 p.m. (CT) | CHRW2023 | ||||||||||||||||||||||
The Board | ||||||||||||||
FOR each director | ||||||||||||||
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 |
TCC- Talent & Compensation Committee | Chair | Member |
2024 Proxy Statement | 11 |
PROPOSAL 2 | ||||||||
Advisory Vote on the Compensation of Named Executive Officers | ||||||||
The Board recommends a vote FORthis proposal | ||||||||
PROPOSAL 3 | ||||||||
Ratification of the Selection of Independent Auditors | ||||||||
The Board recommends a vote FORthis proposal | ||||||||
12 |
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. | ||||||||
2024 Proxy Statement | 13 |
Independent | |||||
Non-Independent |
<3 years | >10 years | ||||||||||
3-6 years |
50s | 70s | ||||||||||
60s |
Women | |||||
Racial Minority |
14 |
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 |
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May | ||
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Worldwide | and Suppliers | ||||||||||||||||||||||
Share | Digitally | Processes | Strategically | |||||||||||||||||||||||
5 |
Cash Dividends | |||||||||||
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. | |||||
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. |
Culture | |||||
Social & Governance | |||||
7 |
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. | ||||||||
8 |
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 |
2024 Proxy Statement | 9 |
Who We Engage | |||||||||||||||||||||||
EMPLOYEES | CUSTOMERS | INVESTORS | |||||||||||||||||||||
Our diverse network of logistics experts connects the world through technology, innovation, and collaboration to enact long-term, sustainable change for global supply chains. | As part of our mission to improve the world’s supply chains, we solve logistics challenges and create value for our customers across industries and geographies. | We | |||||||||||||||||||||
CONTRACT CARRIERS & SUPPLIERS | GOVERNMENT & REGULATORS | COMMUNITY We support the causes our people are passionate about, contributing to our communities as well as organizations that support our industry and align with our diversity, equity, and inclusion (“DEI”) efforts. | |||||||||||||||||||||
Through stability, support, and technology, we keep operations moving for the contract carriers, suppliers, and growers integral to supply chains around the world. | Memberships and relationships with industry associations and government agencies keep us connected to existing and proposed rules and regulations. | ||||||||||||||||||||||
How We Engage with Our Investors We continuously seek to strengthen investor relationships through proactive engagement focused on gaining insight into what matters most to those who choose to invest in our organization. We know their perspectives are critical to our continued success. The long-standing investor outreach program at C.H. Robinson centers around listening and responding to the positions and priorities of our investors through quarterly earnings calls, individual and group investor calls and meetings, investor conferences, as well as our annual shareholders meeting. | |||||||||||||||||||||||
TOPICS OF ENGAGEMENT àBusiness overview and marketplace dynamics àFinancial performance drivers àStrategic initiatives àCapital allocation strategy àTalent, culture, and DEI àESG priorities, reporting, and àAdditional topics from governance and | WHO IS INVOLVED IN ENGAGEMENT àChair of the Board àChief Executive Officer àChief Financial Officer àChief Operating Officer àDirector of Investor Relations àAdditional members of the C.H. Robinson | ||||||||||||||||||||||
PROPOSAL 1 | ||||||||
Election of Directors | ||||||||
The Board recommends a vote FOR each director nominee. | àSee page | |||||||
Director Since | Committee Membership | |||||||||||||||||||||||||
Director Name | Independent | Age | AC | TCC | GC | CAPC | ||||||||||||||||||||
Scott P. Anderson Interim Chief Executive Officer; Former CEO of Patterson Companies | 56 | 2012 | ||||||||||||||||||||||||
James J. Barber, Jr. Retired Chief Operating Officer, United Parcel Service | 62 | 2022 | ||||||||||||||||||||||||
Kermit R. Crawford Retired President and Chief Operating Officer, Rite Aid | 63 | 2020 | ||||||||||||||||||||||||
Timothy C. Gokey Chief Executive Officer, Broadridge Financial Solutions | 61 | 2017 | ||||||||||||||||||||||||
Mark A. Goodburn Retired Chairman and Global Head of Advisory, KPMG International | 60 | 2022 | ||||||||||||||||||||||||
Mary J. Steele Guilfoile Former Executive Vice President, JP Morgan Chase | 68 | 2012 | ||||||||||||||||||||||||
Jodee A. Kozlak Chair of the Board; Former Executive Vice President and Chief Human Resources Officer, Target Corporation | 59 | 2013 | ||||||||||||||||||||||||
Henry J. Maier Retired President and Chief Executive Officer of FedEx Ground | 69 | 2022 | ||||||||||||||||||||||||
James B. Stake Retired Executive Vice President, 3M | 70 | 2009 | ||||||||||||||||||||||||
Paula C. Tolliver Retired Corporate Vice President and Chief Information Officer, Intel | 58 | 2018 | ||||||||||||||||||||||||
Henry W. “Jay” Winship Founder, President and Managing Member of Pacific Point Capital | 55 | 2022 |
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 |
AC - Audit Committee CAPC- Capital Allocation and Planning Committee | GC - Governance Committee | TCC - Talent & Compensation | Chair | Member |
PROPOSAL 2 | ||||||||
Advisory Vote on the Compensation of Named Executive Officers | ||||||||
The Board recommends a vote FOR this proposal | ||||||||
CEO | Average Other NEO | ||||
PROPOSAL 3 | ||||||||
Ratification of the Selection of Independent Auditors | ||||||||
The Board recommends a vote FOR this proposal | àSee page | |||||||
Proposal 1: Election of Directors Background There are The Board of Directors has determined that all the directors and nominees, except for Mr. àFor Mr. Gokey, services provided àFor Mr. Goodburn, services provided àFor Mr. 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 On the recommendation of Mr. | |||||||||||
BOARD VOTING RECOMMENDATION The Board of Directors recommends a vote FOR the election as directors of | |||||||||||
Independent | |||||
Non-Independent |
<3 years | >10 years | ||||||||||
3-6 years |
50s | 70s | ||||||||||
60s |
Women | |||||
Racial Minority |
14 |
Female | Male | ||||||||||||||||||||
Board Diversity Matrix (As of March 21, 2023) | |||||||||||||||||||||
Female | Female | Male | |||||||||||||||||||
Board Diversity Matrix (As of March 26, 2024) | Board Diversity Matrix (As of March 26, 2024) | ||||||||||||||||||||
Total Number of Directors | Total Number of Directors | 11 | Total Number of Directors | 12 | |||||||||||||||||
Part I: Gender Identity | Part I: Gender Identity | ||||||||||||||||||||
Directors | Directors | 3 | 8 | ||||||||||||||||||
Directors | |||||||||||||||||||||
Directors | 3 | 9 | |||||||||||||||||||
Part II: Demographic Background | Part II: Demographic Background | ||||||||||||||||||||
African American or Black | African American or Black | 0 | 1 | ||||||||||||||||||
African American or Black | |||||||||||||||||||||
African American or Black | 0 | 2 | |||||||||||||||||||
White | White | 3 | 7 | White | 3 | 7 |
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 Nominee) Age: Director Since: December 2022 Committees: à |
Director Qualifications Mr. Barber possesses an extensive 35+ year background at UPS, | ||||||||
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, •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 |
David P. Bozeman |
(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 | ||||||||
2024 Proxy Statement | 17 |
Kermit R. Crawford |
INDEPENDENT (Director Nominee) Age: 64 Director Since: September 2020 Committees: àGovernance (Chair) àTalent & Compensation | ||||||||
Director Qualifications Mr. Crawford has significant executive leadership and | ||||||||
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, 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 Education àBachelor of Science, The College of Pharmacy and Health Sciences at Texas Southern University | ||||||||
Timothy C. Gokey |
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, | ||||||||
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 •Director (2019 – Present) Education àDoctorate in Finance; Bachelor of Arts/Master of Arts in Philosophy, Politics, and Economics, University of Oxford àBachelor of Arts in Public Affairs and Management Engineering, Princeton University |
Mark A. Goodburn |
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. | ||||||||
Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2022 – Present) àKPMG International, a multinational professional services •Senior Advisor to KPMG LLP (2021 – •Chairman and Global Head of Consulting and Deal Advisory (2011 – 2021) •Global Head of Strategic Investments and Innovation (2018 – 2021) •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 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, Public Board Experience àNone Education àBachelor of Science in Business, Minnesota State University àCertified Public Accountant | ||||||||
Mary J. Steele Guilfoile |
INDEPENDENT (Director Nominee) Age: 70 Director Since: October 2012 Committees: àGovernance àTalent & Compensation (Chair) | ||||||||
Director Qualifications Ms. Guilfoile has significant experience and expertise in the areas of corporate mergers and acquisitions, business integration, and financing through her association with the investment banks of several large financial institutions. She also has public board experience through her membership on the boards of, among others, Interpublic, | ||||||||
Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2012 – Present) àMG Advisors, Inc., a privately-owned financial services merger and acquisition advisory and consulting services firm •Chair (2002 – Present) àThe Beacon Group, LP, a private equity investment partnership •Partner (1998 – Present) àJP Morgan Chase (and its predecessor companies, Chase Manhattan Corporation and Chemical Banking Corporation) (NYSE: JPM), a multinational bank •Executive Vice President, Corporate Treasurer (2000 – 2002) •Various leadership roles (1986 àOther Experience •Former Partner, CFO and COO, The Beacon Group, LLC (Private Equity, M&A, and Wealth Management) •Former Consultant, Booz Allen Hamilton •Former Manager in Audit Services, Coopers & Lybrand (now part of PwC) Public Board Experience àThe Interpublic Group of Companies (NYSE: IPG) •Director, Chair of the Audit Committee and member of the Corporate Governance and Social Responsibility Committee (2007 – Present) àPitney Bowes Inc. (NYSE: PBI) • àAvolta AG (formerly known as Dufry •Director, Education àMaster of Business Administration, Columbia University Graduate School of Business àBachelor of Science in Accounting, Boston College àCertified Public Accountant | ||||||||
2024 Proxy Statement | 21 |
Jodee A. Kozlak |
INDEPENDENT BOARD CHAIR (Director Nominee) Age: Director Since: February 2013 Committees: àGovernance àTalent & Compensation |
Director Qualifications Through her human resources executive leadership at Target and Alibaba Group and extensive public board experience, Ms. Kozlak has developed significant knowledge and expertise in human capital strategy, global operations, and digital transformation. Her experience on the boards of K.B. Home, MGIC Investment Corp., and Leslie’s, Inc. has also given her a deep understanding of executive compensation and governance within a public company. | ||||||||
Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Chair of the Board •Director (2013 – Present) àKozlak Capital Partners, LLC, a strategic advisory firm •Founder and CEO (2017 – Present) àAlibaba Group (NYSE: BABA), a multinational conglomerate specializing in •Global Senior Vice President of Human Resources (2016 – 2017) àTarget Corporation (NYSE: TGT), one of the largest U.S. retailers •Executive Vice President and Chief Human Resources Officer (2006 – 2016) •Senior Vice President, Human Resources (2004 – 2006) •General Counsel, Owned Brand Sourcing and Labor & Employment (2001 – 2004) àOther Experience •Chair of the Board of Trustees, University of St. Thomas •Former Partner in the litigation practice, Greene Espel, PLLP •Former Senior Auditor, Arthur Andersen & •Past fellow, Distinguished Careers Institute (DCI) at Stanford University Public Board Experience àK.B. Home (NYSE: KBH) •Director and member of the Management Development Compensation Committee (2021 – Present) àMGIC Investment Corp. (NYSE: MTG) •Director, Chair of the Business Transformation and Technology Committee and member of the Management Development, Nominating and Governance Committee (2018 – Present) àLeslie’s, Inc. (Nasdaq: LESL) •Former Director, Chair of the Nominating and Corporate Governance Committee and member of the Compensation Committee (2020 – Education àJuris Doctor, University of Minnesota àBachelor of Arts in Accounting, College of St. Thomas | ||||||||
Henry J. Maier |
INDEPENDENT (Director Nominee) Age: 70 Director Since: February 2022 Committees: àCapital Allocation and Planning àGovernance | ||||||||
Director Qualifications Throughout his career at FedEx and 40 years of experience in the transportation industry, Mr. Maier gained significant experience and expertise in the areas of capital markets, corporate governance, and logistics. Mr. Maier also has relevant public company board experience through his membership on the boards of CalAmp, | ||||||||
Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2022 – Present) àFedEx Corp. (NYSE: FDX), a multinational conglomerate holding company focused on transportation, •President and Chief Executive Officer of FedEx Ground (2013 – 2021) •Executive Vice President, Strategic Planning and Communication of FedEx Ground (2009 – 2013) •Senior Vice President, Strategic Planning and Communications (2006 – 2009) •Various other roles, including as a member of the Strategic Management Committee and leadership positions in logistics, sales, marketing, and communications Public Board Experience àCalAmp Corp. (Nasdaq: CAMP) •Independent Chair of the Board, member of the Governance and Nominating Committee and Human Capital Committee (2021 – Present) àCarParts.com, Inc. (Nasdaq: PRTS) •Director and member of the Nominating and Corporate Governance Committee (2021 – Present) àCanadian Pacific Kansas City Limited (NYSE: CPKC; merged with Kansas City Southern in 2023) •Director and member of the Management Resources and Compensation Committee and the Integration Committee (2023 – Present) àKansas City Southern (NYSE: KSU; no longer publicly traded) •Former Director, Chair of the Compensation & Organization Committee, member of the Finance & Strategic Investment Committee (2017 – Education àBachelor of Arts in Economics, University of Michigan | ||||||||
INDEPENDENT (Director Nominee) Age: Director Since: Nominee Committees: | ||||||||
Director Qualifications Mr. McGarry's over 40 years of experience at PPG Industries, Inc. gives him a wealth of experience in leading and managing the strategy, operations, and finances of a global company. He has expertise in, among other areas, global manufacturing and logistics, public company accounting, and business transformation through acquisition and integration. Mr. McGarry also has past public company board experience on PPG's board and at Axiall Corporation. He currently serves on the public company boards of United States Steel Corporation and Shin Etsu Chemical (a Japanese company traded on the Tokyo Stock Exchange). | ||||||||
Background à • • •President and Chief Operating Officer (2015) •Executive Vice President • •Other roles of increasing responsibility, • àOther Experience • Public Board Experience à •Director àShin Etsu Chemical Co., Ltd. (publicly traded on the Tokyo Stock Exchange) •Director and member of the Officers’ Remuneration Committee (2022 – Present) àPPG Industries, Inc. (NYSE: PPG) •Former Director (2015 – 2023) àAxiall Corporation (NYSE: AXLL; no longer publicly traded) •Former Director, (2013 – 2016) Education à àBachelor of Science in |
Paige K. Robbins |
INDEPENDENT (Director Nominee) Age: 55 Director Since: Nominee Committees: None | ||||||||
Director Qualifications Throughout her career, Ms. Robbins has gained extensive public company and senior management experience. In her leadership roles at Grainger, she has developed expertise in sales and marketing, operations, technology, the global supply chain, and logistics, among other areas. Her prior experience as a partner and managing director at the Boston Consulting Group with a focus on Industrial Goods companies, gives her a deep understanding of business growth, profit improvement, supply chain, merger and acquisition strategies, and business transformation. | ||||||||
Background àW.W. Grainger, Inc. (NYSE: GWW), a leading broad line distributor with operations primarily in North American, Japan, and the United Kingdom •Senior Vice President and President, Grainger Business Unit (2021 – Present) •Senior Vice President, Chief Technology, Merchandising, Marketing and Strategy Officer (2019 – 2021) •Senior Vice President, Chief Merchandising, Marketing, Digital, Strategy Officer (2019) •Senior Vice President, Chief Digital Officer (2017 – 2019) •Senior Vice President, Global Supply Chain, Branch Network, Contact Centers and Corporate Strategy (2015 – 2017) •Other Vice President roles of increasing responsibility, in the areas of Global Supply Chain and Logistics (2010 – 2015) àThe Boston Consulting Group, a business strategy and management consulting firm •Partner and Managing Director (2004 – 2010) •Roles of increasing responsibility from Associate Consultant to Vice President and Director (1992 – 2004) Public Board Experience àNone Education àMaster of Business Administration, Harvard University àMaster of Science in Industrial Engineering, Stanford University àBachelor of Science in Industrial Engineering, Stanford University |
2024 Proxy Statement | 25 |
Paula C. Tolliver |
INDEPENDENT (Director Nominee) Age: 59 Director Since: October 2018 Committees: àAudit àCapital Allocation and Planning | ||||||||
Director Qualifications Ms. Tolliver has developed broad multi-national executive and leadership experience as a senior leader at both Dow and | ||||||||
Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2018 – Present) àTech Edge, LLC, a technology consulting firm •Founder and Principal (2020 – Present) àSyniti,a pioneering data software and services company •Director and member of the Technology Committee (2020 – Present) àIntel Corporation (Nasdaq: INTC), a multinational technology company •Corporate Vice President and Chief Information Officer (2016 – 2019) àThe Dow Chemical Company (a wholly owned subsidiary of Dow, Inc.) (NYSE: DOW), a global materials science leader in packaging, infrastructure, and consumer care •Corporate Vice President of Business Services and Chief Information Officer (2012 – 2016) •Vice President, Procurement (2006 – 2011) •Chief Information Officer and Chief Digital Officer of Dow AgroScience (2000 – 2006) •Various other roles of increasing responsibility in Information Technology including as Europe Information Services Director (1996 – 2000) Public Board Experience àInvesco (NYSE: IVZ) •Director and member of the Nomination and Corporate Governance Committee, Compensation Committee and Audit Committee (2021 – Present) Education àBachelor of Science in Business Information Systems and Computer Science, Ohio University | ||||||||
Henry W. “Jay” Winship |
INDEPENDENT (Director Nominee) Age: 56 Director Since: February 2022 Committees: àCapital Allocation and Planning (Chair) àTalent & Compensation | ||||||||
Director Qualifications Mr. Winship has significant experience and expertise in the areas of capital allocation, finance and accounting, mergers and acquisitions, corporate governance, and logistics. He is an active portfolio manager, which provides our Board with valuable insights from an institutional investor perspective. Mr. Winship also has public board experience through his membership on the board of Bunge Limited, and his prior membership on the boards of CoreLogic | ||||||||
Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2022 – Present) àPacific Point Companies, a privately owned asset management firm •Founder, President and Managing Member of Pacific Point Capital LLC (2016 – Present) •Founder and Managing Member of Pacific Point (2016 – Present) àRelational Investors LLC, an activist investment fund •Principal, Senior Managing Director and Investment Committee member (1996 – 2015) àOther Experience •Advisor, Corporate Governance Institute at San Diego State University Fowler College of Business Public Board Experience àBunge Limited (NYSE: BG) •Director, Chair of the Audit Committee and member of the Corporate Governance and Nominations Committee and Human Resources and Compensation Committee (2018 – Present) àCoreLogic, Inc. (NYSE: CLGX; no longer publicly traded) •Former Director and member of the Nominating and Corporate Governance Committee and Strategic Planning and Acquisition Committee (2020 – 2021) àEsterline Technologies Corporation (NYSE: ESL; no longer publicly traded) •Former Director and member of the Compensation Committee and Strategy and Technology Committee (2012 – 2015) Education àMaster of Business Administration, University of California, Los Angeles àBachelor of Business Administration in Finance, University of Arizona àCertified Public Accountant àChartered Financial Analyst | ||||||||
The Governance Committee initially evaluates a prospective nominee based on his or her resume and other background information that has been provided to the | For further review, a member of the Governance Committee will contact those candidates whom the Governance Committee believes are qualified, may fulfill a specific need of the Board of Directors, and would otherwise best contribute to the Board of Directors. | Based on the information the Governance Committee learns during this process, it determines which nominee(s) to recommend to the Board of Directors to submit for election. | ||||||||||||||||||
2024 Proxy Statement | 29 |
Active, Independent Board | • •Executive sessions of independent directors held at each regularly scheduled meeting •Independent Board Chair •Independent Audit Committee, Governance Committee, and Talent & Compensation Committee •High rate of attendance at Board and committee meetings •Complete access to management •Access to outside advisors at the company’s expense | ||||
Robust Corporate Governance | •Board review of company strategy on at least an annual basis •Active Board involvement in management succession planning •Robust Board oversight on ESG matters •Comprehensive and strategic approach to enterprise risk management •Declassified Board •Majority vote standard in uncontested elections •Commitment to Board refreshment with | ||||
Shareholder Rights | •Proxy access right •No poison pill •Proactive investor outreach •Annual election of all directors •Plurality vote standard in contested elections •Annual “say-on-pay” vote | ||||
Board and Management Checks and Balances | •Prohibition on pledging and hedging •Stock ownership guidelines for directors and management •Annual Board and Committee self-evaluation •Clawback policy compliant with new Securities and Exchange Commission and Nasdaq rules |
Engaged and Active Board of Directors | |||||||||||||||||||||||
Board of Director meetings in | All directors attended at least 75% of | 100% Director nominee attendance at the | Each | ||||||||||||||||||||
32 |
Jodee A. Kozlak Independent Chair of the Board | Dave P. Bozeman President and CEO |
Mark A. Goodburn Audit Committee | Henry W. “Jay” Winship Capital Allocation and Planning Committee | Kermit R. Crawford Governance Committee | Mary J. Steele Guilfoile Talent & Compensation Committee |
Directors | Audit | Governance | ||||||||||||||||||
Scott P. Anderson | ||||||||||||||||||||
James J. Barber, Jr.(1) | ||||||||||||||||||||
David P. Bozeman | ||||||||||||||||||||
Kermit R. Crawford(1) | ||||||||||||||||||||
Timothy C. Gokey(1) | ||||||||||||||||||||
Mark A. Goodburn(1) | ||||||||||||||||||||
Mary J. Steele Guilfoile(1) | ||||||||||||||||||||
Jodee A. Kozlak(1) | ||||||||||||||||||||
Henry J. Maier(1) | ||||||||||||||||||||
James B. Stake(1) | ||||||||||||||||||||
Paula C. Tolliver(1) | ||||||||||||||||||||
Henry W. “Jay” Winship(1) |
(1)Director is indicated as | Member | Chair |
Audit Committee Report: See page | Chair | Other Members: àJames J. Barber, Jr. àTimothy C. Gokey à àPaula C. Tolliver | ||||||||||||||||||
Function: The Audit Committee assists the Board in fulfilling its oversight responsibilities relating to the quality and integrity of the financial reports of the company. The Audit Committee has the sole authority to appoint, review, and discharge our independent auditors, and has established procedures for the receipt, retention, and response to complaints regarding accounting, internal controls, or audit matters. | ||||||||||||||||||||
Key Responsibilities: Among other responsibilities in the Audit Committee Charter, the Audit Committee is responsible for: 1.Reviewing the scope, timing, and costs of the audit with the company’s independent registered public accounting firm and reviewing the results of the annual audit; 2.Assessing the independence of the outside auditors on an annual basis, including receipt and review of a written report from the independent auditors regarding their independence consistent with applicable rules of the Public Company Accounting Oversight Board; 3.Reviewing and approving in advance the services provided by the independent auditors; 4.Overseeing the internal audit function; 5.Reviewing the company’s significant accounting policies, financial results, and earnings releases and the adequacy of our internal controls and procedures; 6.Reviewing the risk management status of the company, including cybersecurity risks; and 7.Reviewing and approving related-party transactions. | ||||||||||||||||||||
Independence and Financial Expertise: All of our Audit Committee members are “independent” under applicable Nasdaq listing standards and Securities and Exchange Commission rules and regulations. The Board has determined that all five members of the Audit Committee, Messrs. Barber, Gokey, Goodburn, and Stake, and Ms. Tolliver, meet the definition of an “Audit Committee Financial Expert” as established by the Securities and Exchange Commission. | ||||||||||||||||||||
Committee Membership Changes: Mr. Goodburn was appointed Chair of the Audit Committee, effective July 1, 2023, succeeding Mr. Stake. | ||||||||||||||||||||
Chair | Other Members: à à à àHenry àPaula C. Tolliver | |||||||||||||||||||
Function: The | ||||||||||||||||||||
Key Responsibilities: Among other responsibilities in the 1.Reviewing and evaluating the company’s business and financial strategies and growth opportunities, including performance 2. 3.Reviewing and 4.Reviewing and evaluating the company’s | ||||||||||||||||||||
Independence: | ||||||||||||||||||||
Committee Membership Changes: Mr. Bozeman was appointed to the Capital Allocation and | ||||||||||||||||||||
Governance Committee | Kermit R. Crawford, Chair | Other Members: àScott P. Anderson àMary J. Steele Guilfoile àJodee A. Kozlak àHenry J. Maier | ||||||||||||||||||
Function: The Governance Committee identifies for the Board individuals qualified to become Board members, considers nominees recommended by shareholders, and recommends nominees to the Board for election as directors. The Governance Committee also adopts and revises corporate governance guidelines applicable to the | ||||||||||||||||||||
Key Responsibilities: Among other responsibilities in the Governance Committee Charter, the Governance Committee is responsible for: 1.Periodically reviewing and making recommendations to the Board as to the size, diversity, and composition of the Board and criteria for director nominees; 2.Identifying and recommending candidates for service on the Board; 3.Reviewing and revising the company’s Corporate Governance Guidelines, including recommending any necessary changes to the Corporate Governance Guidelines to the Board; 4.Leading the Board in an annual review of the performance of the Board and the Board committees; 5.Making recommendations to the Board regarding Board committee assignments; 6.Making recommendations to the Board on whether each director is independent under all applicable requirements; 7.Making recommendations to the Board with respect to the compensation of non-employee directors; 8.Periodically reviewing with the company’s Chief Legal Officer developments that may have a material impact on the company’s corporate governance programs, including related compliance policies; and 9.Reviewing, at least annually, the company’s policies, practices, performance, disclosures, and progress toward goals with respect to significant | ||||||||||||||||||||
Independence: All members of our Governance Committee are “independent” under applicable Nasdaq listing standards. | ||||||||||||||||||||
Committee Membership Changes: Mr. Crawford was appointed as the Governance Committee chair, effective January 1, 2023, and Mr. Anderson was appointed to the Governance Committee effective July 1, 2023. | ||||||||||||||||||||
Chair | Other Members: à à àJodee A. àHenry | |||||||||||||||||||
Function: The | ||||||||||||||||||||
Key Responsibilities: Among other responsibilities in the 1.Reviewing 2. 3.Reviewing and 4.Reviewing 5.Overseeing the company’s process of conducting advisory shareholder votes on executive compensation; and 6.Reviewing executive officers’ employment agreements; separation and | ||||||||||||||||||||
Independence: | ||||||||||||||||||||
Committee Membership Changes: Ms. Guilfoile was appointed Chair of the Talent & Compensation Committee, effective July 1, 2023, succeeding Ms. Kozlak. | ||||||||||||||||||||
àQuarterly and fiscal year financial results à àLong range financial planning and review of financial models àLong-term strategic planning and M&A àRisk management, mitigation, and insurance updates àReview and revision, as necessary, of policies and committee charters | àCybersecurity, àHuman àLeadership succession and àExecutive compensation àDirector compensation àBoard composition, effectiveness, and self-assessment results | |||||||||||||||||||||||||||||||
2024 Proxy Statement | 39 |
BOARD RESPONSIBILITIES | |||||||||||||||||||||||||||||||||||||||||
AUDIT COMMITTEE àRisk oversight is conducted primarily through the Audit Committee. à àProvides periodic risk assessment updates to the Board and solicits input from the Board regarding the company’s risk management practices. àOversees risks related to cybersecurity and data privacy. | TALENT & COMPENSATION COMMITTEE àPeriodically reviews àOversees human capital and succession planning risks. | GOVERNANCE COMMITTEE àPeriodically reviews corporate governance risks and related compliance policies. àOversees risks related to government relations and ESG, including climate change matters. | |||||||||||||||||||||||||||||||||||||||
MANAGEMENT RESPONSIBILITIES | |||||||||||||||||||||||||||||||||||||||||
EVALUATE The ERM program, overseen by our Chief Financial Officer and the Audit Committee, allows us to evaluate risks and their potential impact to the company based on multiple factors, including business conditions, company capabilities, and risk tolerance. The ERM program is administered by our internal audit department, which is independent of our business functions, and consists of a framework that identifies and classifies risks, enlists risk owners, facilitates risk mitigation efforts, and communicates results to senior management and the Audit Committee. | REVIEW Changes in the company’s risk profile may also be identified through routine internal audits and ongoing discussions with members of our operational staff and management. A significant component of the ERM program is the annual risk assessment, which includes interviews with various key personnel and risk owners within the company, as well as with members of the Audit Committee. | PRESENT The results of the annual risk assessment and any additional risk reports are presented to the Audit Committee. | |||||||||||||||||||||||||||||||||||||||
CLIMATE CHANGE OVERSIGHT |
OVERSIGHT OF CYBERSECURITY |
OVERSIGHT OF DATA PRIVACY |
2024 Proxy Statement | 41 |
OVERSIGHT OF ESG |
Board of Directors: Receive reports from committees and management and discuss ESG updates and disclosures, human capital management, cybersecurity, and data privacy | |||||||||||||||||||||||||||||||||||||||||
Governance Committee: ESG updates, strategy, risks, progress on goals, raters & rankers scoring | Talent & Compensation Committee: Human capital management, regular DEI updates | Audit Committee: ESG disclosures, cybersecurity, data privacy | |||||||||||||||||||||||||||||||||||||||
Management: Among other things, management develops solutions to climate-related, cybersecurity, and privacy issues throughout the organization; focuses on the attraction, development, and retention of talent; and supports our DEI initiatives. | |||||||||||||||||||||||||||||||||||||||||
42 |
OVERSIGHT OF TALENT |
Evaluate and Approve The Talent & Compensation Committee evaluates the performance of the CEO and management and sets performance goals and objectives. The Board reviews the report evaluating the CEO and any other updates from the Talent & Compensation Committee in executive sessions of the Board. The Talent & Compensation Committee reviews compensation programs, policies, and practices and makes compensation decisions. | Assess and Plan The Talent & Compensation Committee reviews succession plans for the company’s executive officers, including the CEO, and presents such plans to the Board. The Board provides input to the CEO, who conducts an annual assessment of the performance and development of other senior management. The Talent & Compensation Committee reviews the results of the advisory stockholder vote on executive compensation and makes recommendations to the Board as appropriate. | |||||||||||||||||||||||||||||||
Compensation Element | Compensation Amount ($) | ||||||||||||||||
Non-Employee Director Compensation: | |||||||||||||||||
Annual Cash Retainer | $110,000 | ||||||||||||||||
Annual Equity Award (RSUs) | 175,000 | ||||||||||||||||
Independent Chair of the Board Additional Cash Retainer | 100,000 | ||||||||||||||||
Committee Service Compensation: | Chair | Member | |||||||||||||||
Audit Committee | $30,000 | $12,500 | |||||||||||||||
Talent & Compensation Committee | 20,000 | 7,500 | |||||||||||||||
Governance Committee | 20,000 | 7,500 | |||||||||||||||
Capital Allocation and Planning Committee(1) | 20,000 | 7,500 |
Compensation Element | Compensation Amount ($) | |||||||||||||
Non-Employee Director Compensation: | ||||||||||||||
Annual Cash Retainer | 110,000 | |||||||||||||
Annual Equity Award (RSUs) | 175,000 | |||||||||||||
Independent Chair of the Board Additional Cash Retainer | 100,000 | |||||||||||||
Committee Service Compensation: | Chair | Member | ||||||||||||
Audit Committee | 30,000 | 12,500 | ||||||||||||
Capital Allocation and Planning Committee | 20,000 | 7,500 | ||||||||||||
Governance Committee | 20,000 | 7,500 | ||||||||||||
Talent & Compensation Committee | 20,000 | 7,500 |
Name(1) | Fees Earned or Paid in Cash | Stock Awards(2) | Total | Aggregate Number of Shares Subject to Stock Awards Outstanding as of December 31, 2022(3) | ||||||||||||||||||||||
Scott P. Anderson | $242,500 | $140,000 | $382,500 | 23,672 | ||||||||||||||||||||||
James J. Barber, Jr.(4) | 4,730 | 6,087 | 10,870 | 83 | ||||||||||||||||||||||
Kermit R. Crawford | 125,000 | 140,000 | 265,000 | 3,738 | ||||||||||||||||||||||
Wayne M. Fortun(5) | 42,886 | 48,032 | 90,918 | 19,229 | ||||||||||||||||||||||
Timothy C. Gokey | 130,000 | (6) | 140,000 | 270,000 | 15,595 | |||||||||||||||||||||
Mark A. Goodburn(7) | 79,828 | (6) | 91,223 | 171,051 | 2,028 | |||||||||||||||||||||
Mary J. Steele Guilfoile | 125,000 | 140,000 | 265,000 | 15,388 | ||||||||||||||||||||||
Jodee A. Kozlak | 137,500 | 140,000 | 277,500 | 19,413 | ||||||||||||||||||||||
Henry J. Maier(8) | 98,243 | 117,056 | 215,299 | 1,501 | ||||||||||||||||||||||
Brian P. Short(5) | 44,601 | (6) | 48,032 | 92,633 | 45,612 | |||||||||||||||||||||
James B. Stake | 147,500 | 140,000 | 287,500 | 26,957 | ||||||||||||||||||||||
Paula C. Tolliver | 130,000 | 140,000 | 270,000 | 10,211 | ||||||||||||||||||||||
Henry W. “Jay” Winship(8) | 98,243 | 117,056 | 215,299 | 1,501 |
Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards(2) ($) | Total ($) | Aggregate Number of Shares Subject to Stock Awards Outstanding as of December 31, 2023(3) | ||||||||||||||||||||||
Scott P. Anderson(4) | 64,114 | 89,904 | 154,018 | 52,015 | ||||||||||||||||||||||
James J. Barber, Jr. | 122,500 | 175,000 | 297,500 | 1,999 | ||||||||||||||||||||||
Kermit R. Crawford(5) | 137,500 | 175,000 | 312,500 | 5,654 | ||||||||||||||||||||||
Timothy C. Gokey | 130,000 | (6) | 175,000 | 305,000 | 18,877 | |||||||||||||||||||||
Mark A. Goodburn(7) | 138,750 | (6) | 175,000 | 313,750 | 5,469 | |||||||||||||||||||||
Mary J. Steele Guilfoile(8) | 131,250 | 175,000 | 306,250 | 17,304 | ||||||||||||||||||||||
Jodee A. Kozlak(9) | 231,250 | 175,000 | 406,250 | 21,329 | ||||||||||||||||||||||
Henry J. Maier | 125,000 | 175,000 | 300,000 | 3,417 | ||||||||||||||||||||||
James B. Stake | 131,250 | 175,000 | 306,250 | 28,873 | ||||||||||||||||||||||
Paula C. Tolliver | 130,000 | 175,000 | 305,000 | 12,127 | ||||||||||||||||||||||
Henry W. “Jay” Winship | 137,500 | 175,000 | 312,500 | 3,417 |
Proposal 2: Advisory Vote on the Compensation of Named Executive Officers (“Say-on-Pay”) C.H. Robinson is providing its shareholders the opportunity to cast a non-binding advisory vote on the compensation of its named executive officers (“NEOs”) “RESOLVED, that the shareholders of C.H. Robinson Worldwide, Inc. approve, on an advisory basis, the compensation paid to the company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the ‘Compensation Discussion and Analysis’ section, C.H. Robinson, with guidance and oversight from our Talent & Compensation Committee, has adopted an executive compensation philosophy that is intended to be consistent with our overall compensation approach and to achieve the following goals: 1.Pay incentive compensation aligned with company earnings performance; 2.Encourage executives to make long-term career commitments to C.H. Robinson and align executives’ interests with those of our shareholders; 3.Balance incentive compensation to achieve both annual and long-term profitability and growth; 4.Emphasize supporting both team and company goals, business transformation, and company culture; and 5.Provide a level of total compensation necessary to attract, retain, and motivate high quality executives. We believe that our executive compensation program is aligned with the long-term interests of our shareholders. In considering this proposal, we encourage you to review the C.H. Robinson has requested shareholder approval of the compensation of our NEOs on an annual basis. Our compensation disclosures, including our Compensation Discussion and Analysis, compensation tables, and discussion in this Proxy Statement, are done in accordance with the Securities and Exchange Commission’s compensation disclosure rules. àAs an advisory vote, this Proposal 2 is non-binding. However, the Board of Directors and the Talent & Compensation Committee value the opinions of our shareholders and will consider the results of the vote when making future compensation decisions for our NEOs. | ||||||||
BOARD VOTING RECOMMENDATION The Board of Directors recommends a vote FOR the advisory approval of the compensation of named executive officers. | ||||||||
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”):
(1)Mr. (2)Mr. Bozeman was appointed as President and Chief Executive Officer
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 Compensation 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 Compensation” 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.
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 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:
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. Executive Compensation Performance Overview The following summarizes C.H. Robinson financial, operational, and strategic
(1) 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 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. Executive Compensation Incentive Payouts
(1)Granted in (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. 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 93% Voted in Favor of our Executive Compensation Program at our 2023 Annual Meeting
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:
(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. 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.
Executive Compensation Executive Transitions •Following the termination of Board appointed one of our directors, Scott P. Anderson, who 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.
Executive Compensation
Executive Compensation Compensation Arrangement for Mr. Anderson’s Service as Interim Chief Executive Officer In his role as Interim As described above, the company is searching for a Retention Grants for Executive Officers In 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
(1)RSUs were granted on 2/8/2023. (2)RSUs were granted on 1/1/2023.
Executive Compensation 2023 Elements of Compensation Performance Evaluation and Compensation The NEOs are all paid the same compensation elements. The determination of the NEOs’ 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. The Talent & Compensation Committee annually conducts an evaluation of the
Executive Compensation Evolution of our Compensation Program
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.
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
(1)CEO (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. 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:
(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. Executive Compensation Performance Metrics and Goal Rigor
(1)The 2024 Incentive Compensation Plan for the CEO will include MBOs/SBOs.
Executive 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 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.
(1)Mr. (2)Mr.
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 The table below describes the structure of the Targets for NEOs
(1)The $ Target Incentive reported reflects the target award pro-rated for the period of time of employment during the year. Executive Compensation Financial Metrics The threshold, target, and maximum levels of •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 In The Talent & Compensation Committee certified the following actual performance levels of
Executive Compensation The Talent & Compensation Committee included
Performance against the The table below sets forth the weighted impact of actual performance against the financial metrics and Performance for NEOs
(1)Payout also prorated based on time in role for 2023. 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 Equity Mix and Vesting Terms
In 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 Executive Compensation Overview •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 •75% of the PSUs •25% of the PSUs The 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 The EPS growth awards issued in 2021 measuring performance from 2021 through 2023
Executive Compensation Adjusted Gross Profit PSUs The 2021 AND 2022 AGP PERFORMANCE LEVELS AND ACHIEVEMENT(1)
(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
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 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 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 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 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 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 Role of Independent Compensation Consultant • • • • • • •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 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. The Talent & Compensation Committee evaluates this peer group •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.
C.H. Robinson positioning relative to compensation peer group(1)
(1)Amounts as of December 31, 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 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 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.
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
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. 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. Mr. Bozeman’s special sign-on equity awards provide for similar change in control and termination of employment treatment, except that 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. Kermit R. Crawford Timothy C. Gokey Henry W. “Jay” Winship The Members of the Talent & Compensation Committee of the Board of Directors Executive Compensation Executive Compensation Tables Summary Compensation Table
(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:
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, (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.
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. (5) (6) Supplemental All Other Compensation Table
(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.
Executive Compensation Grants of Plan-Based Awards in 2023
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 (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 (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.
Executive Compensation Outstanding Equity Awards at Fiscal Year-End 2023
(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.
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 $6.5 million (which for 2023 was prorated for the portion of the year during which Mr. Bozeman served as CEO), 60% of which were issued in the form of PSUs and 40% in the form of RSUs, each with the same performance measures and vesting dates as comparable awards made to the company’s other executive officers for fiscal 2023 as part of the equity incentive plan. The awards are based on the company’s cumulative three-year diluted EPS growth, cumulative three-year annual AGP growth, and three-year average annual adjusted operating margin. Refer to the documentation below on the 2023 performance-based (4)Represents the number of time-based stock (5)Mr. Zechmeister was awarded a special time-based RSU award on February 8, 2023. This award vested and (6)The 2022 performance-based
(9)The 2023 RSUs vest ratably over three calendar years beginning in 2023. Shares of the company’s common stock will be delivered upon the earlier of one year after termination of employment or February 15, 2027, or the next available trading day if this date falls on the weekend or holiday. (10)The 2023 performance-based (11)Mr. Rajan was awarded a special time-based RSU award on January 1, 2023. This award vests with 50% of the shares on July 1, 2024, and the remaining 50% will vest Executive Compensation Option Exercises and Stock Vested During
(1) (2)$ Nonqualified Deferred Compensation(1)
(1)All awards referred to in this table are in the form of vested performance-based restricted shares, (2)All values in this column are based on the closing market price of the company stock as of December 31,
Executive Compensation Potential Payments Upon Termination or Change in Control See the description of 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
(1) 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 For àthe annual total compensation àthe annual total compensation of our
(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 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 Once we identified our median employee, we then determined that 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 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
(1)Amounts reported
(2)Amounts reported represent the amount of “Compensation Actually
Executive Compensation
(3)
(4)Total shareholder return (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 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 Financial Performance Measures
(1)
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. (1)
Executive Compensation Compensation Actually Paid versus Total Net Income
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,
(1)Fees for audit services billed or expected to be billed relating to •Audit of the company’s annual financial statements and internal controls over financial •Reviews of the company’s quarterly financial •Statutory and regulatory audits, consents, and other services related to (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 •Fees for tax planning and advice services totaled $907,105 and $174,539 in 2023 and (4)All other fees relate to greenhouse gas emissions reporting readiness consulting services billed.
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 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 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. 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, 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, James J. Barber, Jr. Timothy C. Gokey Paula C. Tolliver The Members of the Audit Committee of the Board of Directors 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
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, (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 (4)Disclosure is made in reliance upon a statement on Schedule 13G/A filed with the Securities and Exchange Commission on January (5)Disclosure is made in reliance upon a statement on Schedule 13G/A filed with the Securities and Exchange Commission on February (6)Disclosure is made in reliance upon a statement on Schedule 13G/A filed with the Securities and Exchange Commission on (7)Includes (8)Includes (9)Includes (10)Includes 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. Delinquent Section 16(a) Filings Section 16(a) of the Additional Information Proxy Statement for the This Proxy Statement is soliciting your proxy for use at the C.H. Robinson Worldwide, Inc. 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 2.To approve, on an advisory basis, the compensation of named executive officers; 3.To 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 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 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 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 àBy Telephone: You can vote your shares by telephone. To vote your shares by telephone, please go to 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 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:
(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 (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. 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 Consistent with our Bylaws and federal securities laws, any shareholder proposal to be presented at the 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, By Order of the Board of Directors: Ben G. Campbell Chief Legal Officer and Secretary March
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