March 22, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Soliciting Material Pursuant to Section 240.14a-12 |
Expeditors International of Washington, Inc.
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Expeditors® 2019 Notice of Washington, Inc.
Twelve months ago we enter our 40
And yet nothing could have quite prepared us for the growth we experienced in 2021, as uneven, ever-shifting pandemic restrictions coincided with heightened constraints in the historyair and on the oceans, critical labor and equipment shortages, and pricing and rate volatility unlike anything we had ever seen before. Our valuable, hard-working people – the very same people we prudently retained when things looked so bleak at the start of the company. In 2018,COVID-19 pandemic – worked even harder and with more dedication and flexibility to find solutions for our customers.
To say that accessing cargo space in 2021 was difficult is an understatement. Never before have our global network and our close carrier relationships been tested as they have been over the past 12 months, when the vast majority of air capacity remained grounded and so many ships lay anchored offshore and unable to unload on a timely schedule. Despite such difficult operating conditions, when a majority of our people were still working off-site and from home, we generatedproduced record grossresults in tonnage and netvolumes, revenues, operating income, and net income, and earnings per share. We accomplished these results throughthroughout the year, as we redoubled our efforts ofto secure precious capacity for our highly trained employees, operatingcustomers.
So far in more than 60 countries, bound together byearly 2022, the global supply chain continues to be challenged. As we file our culture of customer service, regulatory compliance, continuous improvement, and a focus on profitable organic growth.
Subsequent to the year-end, in late February 2022, in one of the most impactful events in our company’s history, we determined that we were the subject of a targeted cyber-attack, prompting us to shut down most of our operating systems globally to manage the safety of our overall global systems environment. We have since been working around the clock to restore our systems and, as we file this Proxy, we are making significant progress in returning to normal operations.
Stepping off the board after nearly 14 years, I strongly believe that the Company’s best days are ahead of us. It has been one of the greatest privileges of my professional career to serve with the incredible Executive Team and Board of Directors of Expeditors. Your next Board Chairman, Bob Carlile, has already served as Chairman of the Audit Committee and brings decades of leadership and financial experience. In addition, we welcome Olivia Polius and Brandon Pedersen as new members of the Board of Directors. Each brings unique skills and diverse perspective to our expanded and refreshed Board.
There is an old proverb of uncertain origin that our executive compensation program measuressuggests one is lucky to live in interesting times, suggesting among other things that heightened opportunity is there for those able to adapt. We certainly are living in interesting times and we eagerly embrace the unknown with the best employees in the industry and well-earned conviction that we are up to the expectations of our shareholders. We believe in the value of our incentive program and what it brings to our Company as one of our key competitive strengths. While we think it is essential to protect the program’s fundamental features, we recognize opportunities to improve it. One enhancement we are introducing in 2019 is the expanded use of long-term performance share units (PSU) to senior executive management, promoting further alignment with our shareholders.
We ask for your vote
:You are asked to vote
FOR the Board’s nine recommended director nominees andWe lookthank you for investing with us and remain dedicated to the next 40 years with confidence and commitment to our employees, customers, service providers, communities and our shareholders. sustaining your trust.
On behalf of the entire Board of Directors, and the more than 17,000 employees, we thank our employees, customers, service providers, communities and you, our shareholders, for your continued support and your investment in our business.
Sincerely,
/s/ Robert R. Wright
Robert R. Wright
Chairman of the Board
TABLE OF CONTENTS
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Tuesday | ||
• | Election of Directors | |
May | • | Approve (advisory) Named Executive Officer Compensation |
8:00 A.M. Pacific Time | • | |
| Ratification of Independent Registered Public Accounting Firm | ||
• | Vote on Shareholder Proposal | |
Expeditors International | ||
1015 Third | ||
Seattle, WA 98104 | Record | |
| 8, 2022 | ||
Attending the Annual Meeting
Attendance at the Meeting is limited to shareholders able to present evidence of Internet ownership as of the Record Date. All shareholders must be prepared to present valid photo identification to be admitted to the Meeting. Cameras (including cellular phones), recording devices and other electronic devices, and the use of cellular phones, will not be permitted at the Meeting. Representatives will be at the entrance to the Meeting, and these representatives will have the authority, on the Company’s behalf, to determine whether the admission policy and procedures have been followed and whether you will be granted admission to the Meeting.
Availability of Proxy Materials
This noticeNotice of Annual Meeting of Shareholders and related proxy materials are being distributed or made available to shareholders beginning on or about March 27, 2019.22, 2022. This includes instructions on how to access these materials (including our Proxy Statement and 20182021 Annual Report to shareholders) online.
Please vote your shares
We encourage shareholders to vote promptly, as this will save the expense of additional proxy solicitation.
You may vote in the following ways:
By Order of the Board of Directors,
Expeditors International of Washington, Inc.
/s/ Benjamin G. Clark
Jeffrey F. Dickerman
Corporate Secretary
Seattle, Washington
March 27, 2019
Notice of Annual Meeting & Proxy Statement | Expeditors International of Washington, Inc.
This Proxy Statement and the accompanying form of proxy are furnished in connection with the solicitation of proxies by the Board of Directors of Expeditors International of Washington, Inc. (the “Company,” “Expeditors,” “we,” "us," "our")Company, Expeditors, we, us, our) for use at the Annual Meeting of Shareholders (the “Annual Meeting”)Annual Meeting). This proxy summary is intended to provide a broad overview of the items that you will find elsewhere in this Proxy Statement. As this is only a summary, we encourage you to read the entire Proxy Statement for more information about these topics prior to voting.
Meeting Agenda & Voting Recommendations | |||||
Proposal | Board's Voting Recommendation | Page | |||
No. 1: Election of Directors | ü | FOR (each nominee) | pg. 5 | ||
No. 2: Advisory Vote to Approve Named Executive Officer Compensation | ü | FOR | pg. | ||
No. 3: | |||||
ü | FOR | pg. | |||
No. | X | AGAINST | pg. | ||
2019-2021 Financial Performance
(Data in millions except dividends and earnings per share)
In 2021, the Company again achieved record revenues, operating income and EPS, as we continued to work through severe supply chain disruptions and constraints initially brought on by the COVID-19 pandemic. Revenues aregrew by 72%, operating income by 103% and EPS by 103% over 2020. All services provided by the Company performed at record levels as we were able to meet high the demands from our customers in a non-GAAP measure calculated as revenues less directly related operating expenses attributablemarket that was significantly challenged by capacity limitations and volatile buy and sell rate pricing.
ENHANCING OUR COMMITMENT TO SUSTAINABILITY
Expeditors has always been committed to the Company's principal services. Please see Management's Discussionfundamental values of good environmental, social and Analysisgovernance (ESG) corporate citizenship since our Company’s inception. Indeed, this commitment is part of our business model and is reflected in the various long-standing mechanisms that we have put in place to promote the best interests of all Expeditors’ stakeholders – including our shareholders, employees, service providers, customers and communities. We are honored to be named as the highest ranked logistics company (and 14th overall) in the 2020 Best ESG Companies Top 50 list published by Investor’s Business Daily and receive a AAA rating (their highest rating) from MSCI, an investment research firm. We are proud of the fact that this achievement is a natural consequence of executing our core business strategy effectively and ethically. Our executive team is firmly committed to good ESG principles and we have well-established ESG employee committees, all undertaken with continuous oversight by our Board of Directors. We also work to provide meaningful disclosures on our various sustainability efforts, mapped against industry metrics relevant to our non-asset, knowledge-based business model.
Because we believe that ESG is intricately linked to our strategy, we plan to conduct a third-party Materiality Assessment in 2022. Our goal will be to rely upon any insights from that study to underpin our future disclosures and programs around ESG. As we align the Company’s strategy with ESG initiatives, the Compensation Committee is considering linking a portion of Chief Executive Officer (the CEO) compensation to certain ESG outcomes based on
2 | Expeditors International of Washington, Inc.
the findings of the competed Materiality Assessment. In addition to conducting a Materiality Assessment, in 2022 we also plan to set our own Scope 1 & 2 GHG emissions targets. As we gain momentum with these steps forward, we will continue to focus on making a difference not only by managing our own emissions, but also by collaborating with our customers and service providers – something we are well-positioned to do because we operate as an intermediary at the supply chain orchestration level (i.e., we are non-asset based).
We are also committed to creating a positive and inclusive work environment, free from discrimination and harassment of any kind, for all our employees – our most important asset. Fostering workplace diversity and upward mobility are part and parcel of this important commitment. Case in point, eight out of the last 11 promotions into Expeditors’ senior executive team (consisting of the top Senior Vice President roles or above) have been women and/or a person of a diverse background (race, ethnicity, or sexual orientation). All of these recently promoted individuals are very long tenured, with an average length of service with Expeditors of 25 years (ranging between 18 and 38 years). We are also proud of the fact that we immediately adopted a “no layoff” policy at the start of the COVID-19 pandemic and were able to maintain safe and secure working environments for our global workforce throughout the year. Additionally, despite the many challenges of the ongoing pandemic, we did not pause our commitment to making our communities better places to live and work. The employees of our offices around the world continued to support local charities and children's programs while encouraging our employees to volunteer and participate in grassroots projects in order to improve the diverse communities we serve.
Additional information about our programs to sustain a healthy environment and reduce greenhouse gas emissions, as well as our approach to social responsibility and sound governance is set forth on pages 19 to 25 of this proxy statement, and can also be found in our most recent Annual Report on Form 10-K for a reconciliation of Net Revenues to Revenues.latest ESG report, which is updated annually: www.expeditors.com/sustainability
Compensation
We value our shareholders’ views on Named Executive Officer (NEO) compensation and weour incentive compensation programs. We continue to extend outreach and regularly engage with those representing more than half of the outstanding shares to understand their perspectives on our company,Company performance, including our compensation programs. Shareholders supported our 20182021, 2020 and 20172019 advisory vote on NEO compensation by 96%92%, 95% and 94%, respectively, by voting FOR our proposals.
Total compensation to our CEO and to our other NEO increased 76% and 85%, respectively, over 2020 primarily due to participation in our 2008 Executive Incentive Compensation Plan. In 2019,2021, our shareholder-approved 2008 Executive Incentive Compensation Plan performed as design, delivering performance-based compensation that directly correlated to the Board is implementing further changesCompany’s 103% increase in operating income. Allocations of the Incentive Pool to compensation forNEO did not increase in 2021 over 2020. The Incentive Pool allocation to our CEO was the same in 2021 as 2020. The allocations to other NEO were reduced in the third quarter of 2020 as an offset to PSU awards. Beginning in the second quarter of 2022, the allocation percentage to all senior executive management, includingmanagers (including all NEO. Those changes include shifting cashNEO) will be reduced by 5% to fund growth initiatives. RSU and PSU awarded to NEO increased 20% in 2021 over 2020 based on Company performance.
Highlights of our compensation to long-term, performance-based equity for senior executive management by:
― | A minimum 5% growth in quarterly operating income is required for senior managers to earn an unreduced payout from the 2008 Executive Incentive Compensation Plan |
― | Senior managers’, including all NEOs except our CEO, allocations and payouts from the Executive Incentive Compensation Pool |
― | Pay for performance (over 75% of CEO pay is 'at risk' and directly linked to performance) |
― | No guaranteed bonuses |
― | No retirement bonuses |
― | No perquisites |
― | NEO allocation of the |
― | NEO allocation of the Executive Incentive Compensation Pool is limited to preset allocation percentages |
― | NEO Executive Incentive Compensation is strictly tied to U.S. GAAP operating income |
― | Double trigger vesting of unvested equity upon a change in control |
Notice of Annual Meeting & Proxy Statement | 2
DIRECTOR IDENTIFICATION & Nomination Process
The Policy on Director Nominations, which can be found on the Company’s website at
https://investor.expeditors.com,The Committee annually reviews its nomination procedures to assess the effectiveness of the Policy on Director Nominations. The Committee considers candidates for Director who are recommended by its members, by management, and by search firms retained by the Committee. In addition, perPer the Policy on Director Nominations, the Committee will also consider any candidate proposed by a shareholder satisfying certain notice provisions, and will take into account the size and duration of the recommending shareholder's ownership.
All candidates for Director who, after evaluation, are then recommended by the Committee and approved by the Board of Directors will be included in the Company’s recommended slate of Director nominees in its Proxy Statement.
In addition, any shareholder or group of up to 20 shareholders that has continuously beneficially owned at least 3% of the Company’s Common Stock for at least three years, and who satisfies certain notice, information and consent provisions, may nominate up to 20% of the Directors standing for election and include such nominees on the Company's proxy statement pursuant to the Company's proxy access rights. Lastly, a shareholder may nominate a Director candidate for election outside of the Company's proxy statement if the shareholder complies with the notice, information and consent provisions of Article II of the Company’s Bylaws, which can be found on our website at
https://Our Bylaws and our Policy on Director Nominations require any notice for Director nominees for shareholder consideration or recommendation of candidates to the Committee be submitted by certain deadlines, which are explained in detail under the heading “Deadlines for Shareholder Proposals for the 20202023 Annual Meeting of Shareholders.”
4 | Expeditors International of Washington, Inc.
ELECTION OF DIRECTORS
The Company’s Bylaws require a Board of Directors composed of not less than 6 nor more than 11 members. The Board is currently comprised of ten members. Expeditors’ Directors are elected at each Annual Meeting to hold office until the next Annual Meeting or until the election or qualification of his or her successor. Any vacancy resulting from the non-election of a Director may be filled by the Board of Directors. The tennine nominees are named below. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proposal.
Nominees for Election
This year’s nominees consist of eightseven independent Directors and two non-independent Directors. Unless otherwise instructed, it is the intention of the persons named in the accompanying form of proxy to vote shares represented by properly executed proxies for the 10nine nominees of the Board of Directors named below. Although the Board anticipates that all of the nominees will be available to serve as Directors of the Company, should any one or more of them be unwilling or unable to serve, it is intended that the proxies will be voted for the election of a substitute nominee or nominees designated by the Board of Directors or the seat will remain open until the Board of Directors identifies a nominee.
The following persons are nominated to serve as Directors until the Company’s 20202023 Annual Meeting of Shareholders:
ROBERT R. WRIGHT
Robert R. Wright“Bob” Carlile became a Directordirector in May 2008, served2019 and has been appointed by the Board to serve as Lead Director beginning May 2010 and was appointed Chairman of the Board in May 2014. Since 2002,of Directors upon election at the Company’s 2022 Annual Meeting of Shareholders. Mr. Wright has beenCarlile currently serves as the President and Chief Executive Officer of Matthew G. Norton Co., a real estate investment, development and management firm based in Seattle, Washington.Audit Committee Chair. Prior to joining Matthew G. Norton, Mr. Wrightthat, he was a Regional Managing Partner at KPMG LLP from 2002 to 2016, and Partner at Arthur Andersen LLP from 1987 to 2002. During his 39-year career in public accounting, Mr. Carlile served as the lead audit partner on numerous public company engagements operating across different industries including technology, retail, transportation, bio-science, and manufacturing. In addition to his experience as a lead audit partner, Mr. Carlile held a variety of Tax foroperating leadership positions at KPMG and Arthur Andersen. He currentlyAndersen in the Pacific Northwest. Since 2017, Mr. Carlile has served on the Board of Directors of publicly traded MicroVision Inc, where he is the Audit Committee Chair. Mr. Carlile also serves on the Board of Directors for two privately held companies, Matthew G. Norton Co.of Virginia Mason Franciscan Health and Stimson Lumber Company.
Specific Qualifications, Attributes, Skills & Experience
More than 30 years of senior leadership and management experience.
Extensive audit and accounting experience.
Served as Lead Audit Partner on many global publicly traded companies.
Experienced in private industrycorporate board governance and the public accounting environment.
GLENN M. ALGER
Glenn M. Alger became a Director in May 2017. He is one of the founders of Expeditors and served in various management and senior executive positions over a 25-year period, culminating as President and Chief Operating Officer from September 1999 -to May 2007. Prior roles included leading business and operational development in the Americas region and management and evolution of the Company's global products and services. Since his retirement from the Company in 2007, Mr. Alger has been principally engaged as an active investor and manager of his family trust and charitable activities. In 2015 and 2016, Mr. Alger provided consulting services to the Company. As a founder, former senior executive of the Company and a long-term shareholder, Mr. Alger brings a deep understanding of both Company operations specifically and the global logistics industry generally.
Specific Qualifications, Attributes, Skills & Experience
More than 30 years of entrepreneurial, business development, management and senior leadership in global logistics.
Direct experience building a business from a startup to a global industry leader.
Industry expertise in customer markets, strategy, competition, organization, technology and finance.
Over 20 years of governance and oversight experience as a senior executive of a public company.
Notice of Annual Meeting & Proxy Statement | Expeditors International of Washington, Inc.5
JAMES M. DuBOIS
James “Jim” DuBois became a Director in May 2016. He was Corporate Vice President and Chief Information Officer (“CIO”)(CIO) at Microsoft Corporation.Corporation from 2014 to 2017. As CIO, he was responsible for the company’s global security, infrastructure, collaboration systems, and business applications. Mr. DuBois was appointed CIO in January 2014 after serving as interim CIO since May 2013. Mr. DuBois served in various other roles at Microsoft, mostly in IT, after joining the company in 1993. These roles include leading IT and product teams for application development, infrastructure and service management. He also served as Microsoft’s Chief Information Security Officer and spent several years working from Asia and then Europe, learning the Microsoft field business while running the respective regional IT teams. He has degrees in computer science and business (accounting). Since leaving Microsoft in September 2017, Mr. DuBois has authored a book on modern IT and currently speaks on this topic and also serves on the boards or technical advisory boards of several startups, private companies, and VCventure capital partnerships.
Specific Qualifications, Attributes, Skills & Experience
Extensive information technology experience.
Experience overseeing investments in technology to support business objectives.
Expertise in cybersecurity.
Experience leading global IT teams.
MARK A. EMMERT
Mark A. Emmert became a Director in May 2008. Since 2010, he has been President of the National Collegiate Athletic Association. From 2004 to 2010, Dr. Emmert served as the President of the University of Washington (“UW”)(UW), a $5 billion per year organization with more than 30,000 employees, and is now President Emeritus. Prior to the UW, he was chancellor of Louisiana State University. He also served as the chancellor of the University of Connecticut and held administrative and academic positions at the University of Colorado and Montana State University. Dr. Emmert is a Life Member of the Council on Foreign Relations, a Fellow of the National Academy for Public Administration, and a former Fulbright Fellow. Dr. Emmert is currently on the Board of Directors of the Weyerhaeuser Company.
Specific Qualifications, Attributes, Skills & Experience
30 years of experience in executive leadership and administration of educational, healthcare and athletics enterprises.
Expertise in public policy, governmental affairs, and personnel development programs.
Expertise in the leadership and management of complex operations with rigid public oversight requirements.
Expertise in international affairs.
Extensive experience with governance of public and private organizations.
DIANE H. GULYAS
Diane H. Gulyas became a Director in November 2015. Ms. Gulyas worked for DuPont from 1978 until her retirement as President of their $4 billion global Performance Polymers business in September of 2014. During her 36-year career at DuPont, Ms. Gulyas served also as Chief Marketing and Sales Officer, President of Electronic and Communication Technologies Platform, and President of the Advanced Fibers divisions. Ms. Gulyas’ qualifications to serve on the Company’s Board of Directors include over 35 years of senior leadership and global business expertise. Since 2006, Ms. Gulyas has served as a public company director and is currently on the Board of Directors of Ingevity Corporation. She also served on the Board of Directors of W.R. Grace & Company, and Ingevity Corporation.
Specific Qualifications, Attributes, Skills & Experience
More than 35 years of senior leadership and global business expertise.
Substantial and varied management experience and strong skills in engineering, manufacturing (domestic and international), marketing and sales and distribution.
Governance and oversight experience from service as a senior executive of a public company and prior service on a public company board.
6 | Expeditors International of Washington, Inc.
JEFFREY S. MUSSER
Jeffrey S. Musser became a Director in March 2014. He joined the Company in February 1983 and was promoted to District Manager in October 1989. Mr. Musser became Regional Vice President in September 1999, Senior Vice President-Chief Information Officer in January 2005 and to Executive Vice President and Chief Information Officer in May 2009. Mr. Musser was appointed President and Chief Executive Officer in March 2014.
Specific Qualifications, Attributes, Skills & Experience
Over 35 years of experience in the international transportation industry.
Many years of corporate leadership responsibilities.
Background in the information technology discipline.
BRANDON S. PEDERSEN
Brandon S. Pedersen became a Director in February 2022. Mr. Pedersen served as Executive Vice President and Chief Financial Officer of Alaska Air Group, the parent company of Alaska Airlines and Horizon Air, from 2010 to 2020. Prior to that, he served as Vice President of Finance and Controller, having joined the company in 2003 from KPMG LLP, where he was an audit partner. During his 15 years in public accounting, he served a diverse range of clients in the retail, transportation and distribution industries. Mr. Pedersen is a member of the Audit Advisory Committee of the University of Washington (an advisory committee to the UW Board of Regents that serves as the University’s audit committee), where he co-facilitates a class on leadership and corporate governance in the Executive MBA program at the UW Foster School of Business. Mr. Pedersen is a Certified Public Accountant.
Specific Qualifications, Attributes, Skills & Experience
More than 15 years of commercial airline industry experience.
Experienced chief financial officer with experience in strategic planning, mergers and acquisitions, and organization management.
Extensive accounting and audit experience with publicly-traded companies.
LIANE J. PELLETIER
Liane J. Pelletier became a Director of the Company in May 2013. Ms. Pelletier is the former Chairwoman,Chairperson, Chief Executive Officer and President of Alaska Communications Systems, an Alaska-based telecommunicationsa telecommunication and information technology services provider, leading the firm from October 2003 to April 2011. Since April 2011, she has served on a number of public company boards. From November 1986 to October 2003, Ms. Pelletier held a number of executive positions at Sprint Corporation, a telecommunications company. Ms. Pelletier is alead independent director and member of the Compensation Committee on the Board of Directors of ATN International, and of Frontdoor, Inc. She is alsoserves on the board of the Northwest ChapterFrontdoor as member of the National AssociationAudit and Compensation Committees, and serves on the board of Switch as member of the Nominating and Corporate Directors (NACD) and is credentialed as a NACD Board Leadership Fellow. In 2017, she earned a professional certificate in cybersecurity from Carnegie Mellon's Software Engineering Institute.
Specific Qualifications, Attributes, Skills & Experience
Experience as a public company CEO and more than 25 years of senior leadership and management experience in the telecommunications industry.
Past and current positions as chair, lead independent Director, and member of audit, risk, nominating and compensation committees of various company boards.
Experienced in corporate board governance and engages in continuous education on information technology and security as well as leading governance practices.
Corporate career and board service spans firms where there is material focus on regulation, information technology and security, foreign operations and customer service.
Credentialed as a NACD Board Leadership Fellow and has earned the certificate in Cybersecurity Oversight from Carnegie Mellon's Software Engineering Institute.
Notice of Annual Meeting & Proxy Statement | 87
OLIVIA D. POLIUS
Olivia D. Polius became a Director of the Company in November 2021. Since 2020, Ms. Polius has served as the divisional Chief Financial Officer for three program strategy divisions at the Bill & Melinda Gates Foundation: Global Policy & Advocacy, U.S. Programs and Gender Equality. Previously Ms. Polius was Head of Finance for Bezos Academy in its inception and startup phase. Bezos Academy is a nonprofit created to develop a network of tuition-free preschools in underserved communities across the United States. From 2013 to 2019, Ms. Polius served as the Chief Financial Officer and Vice President of Finance, Technology and Infrastructure for PATH, a global organization that develops and scales innovative solutions to some of the world’s most pressing health challenges. After starting her career with Arthur Andersen, Ms. Polius spent 11 years in various finance leadership roles in the software industry, including nine years at Attachmate (formerly WRQ, and acquired by Micro Focus) in various roles ranging from Corporate Controller to VP of Finance.
Specific Qualifications, Attributes, Skills & Experience
More than 20 years of finance, operations management, and strategy experience with global technology and large-scale nonprofit organizations.
Experienced chief financial officer with experience in mergers and acquisitions, finance and accounting, and global operations management.
| Summary of Director Experience, Qualifications, Attributes & Skills | |||||||||||
| INDEPENDENT DIRECTORS | NON INDEPENDENT DIRECTORS | ||||||||||
| Summary of Director Experience, Qualifications, Attributions & Skills | Wright | Carlile | DuBois | Emmert | Gulyas | McCune | Monié | Pelletier | Alger | Musser | |
| Operations | l | l | l | l | l | l | l | l | l | l | |
| Logistics Industry | l | l | l | l | |||||||
| International | l | l | l | l | l | l | l | ||||
| Financial | l | l | l | l | l | l | l | l | l | ||
| Sales & Marketing | l | l | l | l | l | ||||||
| Information Technology | l | l | l | ||||||||
| Leadership & Strategy | l | l | l | l | l | l | l | l | l | l | |
Governance/Business Conduct/Legal | l | l | l | l | l | l | l | l | l | l | |
| Planned Committee Membership | |||||||||||
| Nominating & Corporate Governance | |||||||||||
| l | l | l | CHAIR | ||||||||
| Compensation | l | CHAIR | l | l | |||||||
| Audit | l | l | CHAIR | l | |||||||
| Additional Information | |||||||||||
| Age | 59 | 63 | 55 | 66 | 62 | 73 | 68 | 61 | 62 | 53 | |
| Tenure | 10 | 0 | 3 | 10 | 3 | 4 | 2 | 6 | 2 | 5 | |
| Other Public Company Boards | — | 1 | — | 1 | 2 | — | 1 | 2 | 0 | 0 | |
Experience with compliance related to deploying government funds globally, including sub-Saharan Africa and Asia.
Board Refreshment and Diversity
On our own and in consultation with third parties, our Board has a schedule for evaluating our performance against certain goals, as well as its composition, intending to strike a balance between longer-term service and the fresher perspective that can come from adding new members. We also value industry experience and relevant skills, as our business continues to evolve and our global industry grows more complex.
Because diversity is part of our global culture, we believe that a board should be comprised of directors with diverse backgrounds, experiences, and perspectives that will improve board decision-making and effectiveness. The Board assesses the effectiveness of our approach to diversity as part of our overall board and committee evaluation process.
8 | Expeditors International of Washington, Inc.
Summary of Director Nominee Experience, Qualifications, Attributes & Skills
Notice of Annual Meeting & Proxy Statement | 9
Experience and Skills Relevant to the Successful Oversight of our Strategy
Operations
Experience and insights into business operations is critical in assessing management’s ability to drive growth and nurture a strong corporate culture.
Logistics Industry
Experience in the global logistics industry, which is highly complex and dependent upon people, processes, and technology.
International
An understanding of diverse business environments, economic conditions, cultures, and regulatory frameworks, and a broad perspective on global market opportunities.
Financial
Senior-level experience of the finance function of an enterprise, with proficiency in complex financial management, capital allocation, and financial reporting processes.
Sales & Marketing
Experience developing strategies to grow sales and market share, build brand awareness and equity, and enhance enterprise reputation.
Information Technology
A significant background working in technology, resulting in knowledge of how to anticipate technological trends, generate disruptive innovation, and extend or create new business models. Experience in the cybersecurity frameworks and processes that protect data and information.
Leadership & Strategy
A practical understanding of organizations, processes, strategic planning, and risk management. Demonstrated strengths in developing talent, planning succession, and driving change and long-term growth.
Governance/Business
A solid foundation in good governance practices and oversight, which are critical to all business operations and as a publicly traded company.
Conduct/Legal
An understanding of international laws and adherence to good conduct is critical for a large company that moves goods across borders around the globe.
The Board of Directors unanimously recommends a vote FOR the election of each of the Director Nominees
✓ | The Board of Directors recommends a vote FOR the election of each of the Director Nominees. | |
10 | Expeditors International of Washington, Inc.
Board Operations
The Board of Directors has policies and procedures to ensure effective operations and governance. Our corporate governance materials, including our Corporate Governance Principles, the Charters of each of the Board’s Committees and our Code of Business Conduct, can be found on our website at
https://investor.expeditors.com/corporate-governance/governance-documents.Ensuring that the long-term interests of shareholdersthe Company are being served;served.
Assuring that Board discussions focus on forward-looking strategies, approving such strategies and monitoring related performance;performance.
Overseeing the conduct of our business and monitoring significant enterprise risks;risks.
Overseeing our processes for maintaining the integrity of our financial statements and other public disclosures, and compliance with laws and ethical conduct;conduct.
Evaluating CEO and senior management performance and determining executive compensation;compensation.
Planning CEO succession and monitoring management’s succession planning for other key executive officers; taking into consideration the diverse experiences, qualifications, and perspectives each potential succession candidate can bring to the Company including gender, race, and ethnicity.
Establishing tone at the top, effective governance structure, including appropriate Board evaluation, composition and planning for Board succession; andsuccession.
Ensuring the Company's commitment to maintain proper sustainability/ESGEnvironmental, Social and Governance (ESG) standards.
The Board of Directors has determined that all current Directors except Messrs. Musser and Alger are independent under the applicable independence standards set forth in the rules promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”)(Exchange Act) and the rules of the NASDAQ Stock Market. The Board has designated that only independent Directors can serve as Committee members.
The Board currently has the following Committees: Nominating and Corporate Governance, Compensation, and Audit. Each Committee operates under a written charter, all of which are available on our website
https://investor.expeditors.com/corporate-governance/Board Practices & Procedures
The Board’s Committees analyze and review the Company’s activities in key areas such as financial reporting, internal controls over financial reporting,reporting; compliance with Company policies,policies; corporate governance, social and environmental matters; significant risks,risks; succession planning and executive compensation.
The Board and its Committee Chairs review the agendas and matters to be considered in advance of each meeting. Each Board and Committee member is free to raise matters that are not on the agenda at any meeting and to suggest items for inclusion on future agendas.
Each Director is provided in advance with materials to be considered at every meeting of the Board and Committees and has the opportunity to provide comments and suggestions.
The Board and its Committees provide feedback to management and management answers questions raised by the Directors during Board and Committee meetings.
Independent Board and Committee members meet separately at each Board and Committee meeting and as otherwise needed.
Independent Directors regularly hold executive sessions without management.
Notice of Annual Meeting & Proxy Statement | 1011
Board Attendance
The Board met fivesix times in 20182021 and all Directorseach Director attended at least 75% of the total number of Board of Directors meetings and Committee meetings on which they served. While the Company has no established policy requiring Directors to attend the Annual Meeting, all members attended the 20182021 Annual Meeting.
Director Retirement Policy
The Board established a guideline, whereby an individual Director typically will not be nominated to stand for election to the Board of Directors at the next Annual Meeting if the Director has reached an age of 72 years, absent a waiver of such guideline by the Board. Given the ongoing changes to the Company's financial reporting systems and changes in U.S. tax laws, lease and revenue recognition reporting requirements, the Board has waived this guideline and asked Richard B. McCune, 73, to stand for election for an additional year of service on the Board and the Audit Committee as Chair.
Board’s Role in Risk Oversight
Senior executive management is responsible for the assessment and day-to-day management of risk and brings to the attention of the Board the material risks to the Company. The Board provides oversight and guidance to management regarding material enterprise risks. Oversight responsibilities for certain areas of risk are assigned to the Board's three standing Committees and others are assigned to the full Board. The Board and its Committees regularly discuss with management the Company’s strategies, operations, compliance, policies, cybersecurity and inherent associated risks in order to assess appropriate levels of risk taking and steps taken to monitor, mitigate and control such exposures.
The Board believes the Company’s risk management processes are appropriate and that the active oversight role played by the Board and its Committees provides the right level of oversight for the Company.
SEC Filings & Reports
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports, are available free of charge on our website at
https://investor.expeditors.com under the heading “Investor Relations” (see12
The Board uses a combination of cash and stock-based compensation to attract and retain qualified non-employee candidates to serve on the Board. In setting Director compensation, the Compensation Committee considers the amount of time that Directors expend in fulfilling their duties, as well as the skill level required as members of the Board and its Committees.
Board of Directors' Annual Compensation & Stock Ownership Requirements —– Effective in 2019
Board Retainer | $ |
Chair Retainers | An additional $175,000 retainer for the Chair of the Board. An additional An additional |
Stock Ownership Policy | Each Director is required to retain a minimum of 5x the cash Board retainer in Expeditors’ Common Stock, which is to be accumulated within the first 5 years of a Director joining the Board. |
Director Compensation Table
The table below summarizes the compensation paid by the Company to non-employee Directors for the fiscal year ended December 31, 2018:2021:
Name | Fees Earned or Paid in Cash | Stock Awards (1) | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total |
Robert R. Wright | $265,000 | $199,982 | — | — | — | $464,982 |
Glenn M. Alger | $90,000 | $199,982 | — | — | — | $289,982 |
Robert P. Carlile | $115,000 | $199,982 | — | — | — | $314,982 |
James M. DuBois | $90,000 | $199,982 | — | — | — | $289,982 |
Mark A. Emmert | $110,000 | $199,982 | — | — | — | $309,982 |
Diane H. Gulyas | $90,000 | $199,982 | — | — | — | $289,982 |
Liane J. Pelletier | $110,000 | $199,982 | — | — | — | $309,982 |
Olivia D. Polius | $22,500 | — | — | — | — | $22,500 |
| Name | Fees Earned or Paid in Cash | Stock Awards (1) | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total |
| Robert R. Wright | $240,000 | $199,966 | – | – | – | $439,966 |
| Glenn M. Alger | $65,000 | $199,966 | – | – | – | $264,966 |
| James M. DuBois | $65,000 | $199,966 | – | – | – | $264,966 |
| Mark A. Emmert | $85,000 | $199,966 | – | – | – | $284,966 |
| Diane H. Gulyas | $65,000 | $199,966 | – | – | – | $264,966 |
| Richard B. McCune | $90,000 | $199,966 | – | – | – | $289,966 |
| Alain Monié | $65,000 | $199,966 | – | – | – | $264,966 |
| Liane J. Pelletier | $85,000 | $199,966 | – | – | – | $284,966 |
| Tay Yoshitani | $65,000 | $199,966 | – | – | – | $264,966 |
(1) | |
This column represents the aggregate fair value of restricted shares issued to non-employee Directors in |
Notice of Annual Meeting & Proxy Statement | 12
Shareholder Engagement
We seek our shareholders’ views on environmental, social, and governance (ESG) and compensation matters throughout the year. Management provides regular updates concerning shareholder feedback to the Board, which considers shareholder perspectives along with the interests of all stakeholders when overseeing company strategy, formulating governance practices, and designing compensation programs.
In 2018,2021, we spokeengaged with shareholders representing approximately 52%50% of our shares outstanding to discuss matters related to our strategies, compensation programs, governanceESG and/or operations.
Management welcomes the opportunity to engage with our investors who express a desire to visit our corporate offices during the period after quarterly earnings releases when we are not in a quiet period. These visits will be scheduled around our meetings with customers, service providersperiod and visiting district operations and employees.
Shareholder Feedback: What We Heard & How We Responded
We have always taken sustainability seriously and published our first public sustainability report in 2017, highlighting our commitments and progress across the ESG spectrum. We continue to enhance our disclosures of ESG matters while monitoring developments in ESG since 2009. We continuereporting. In response to shareholder feedback, in 2021 we first mapped and linked our commitmentmany disclosures on a range of ESG topics to sustainabilitymetrics outlined by the Sustainability Accounting Standards Board (SASB) and record our progress, as discussedthe Task Force on Climate-Related Financial Disclosures (TCFD) voluntary disclosure frameworks. Further details are included in the Nominating and Corporate Governance Committee Report in this year's sustainabilityproxy filing. Additional information about our programs to sustain a healthy environment and programs to reduce greenhouse gas emissions, as well as our approach social responsibility and sound governance can be found in our in our latest ESG report, at
Communicating with the Board of Directors
Shareholders may communicate with the Board of Directors and the procedures for doing so are located on the Company’s website at
https://Information regarding the submission of comments or complaints relating to the Company’s accounting, internal accounting controls or auditing matters can be found in the Company’s Code of Business Conduct on the Company’s website at
https://Information Requests
We ask that all requests for corporate information concerning Expeditors’ operations be submitted in writing. This policy applies equally to securities analysts and current and potential shareholders. Requests can be made to Expeditors International of Washington, Inc., 1015 Third Avenue, Seattle, Washington 98104, Attention: Chief Financial Officer, or by email to investor@expeditors.com.
Written responses to selected inquiries will be released to the public by a posting on our website at https://investor.expeditors.com and by simultaneous filing with the Securities and Exchange Commission (“SEC”)(SEC) under Item 7.01 on Form 8-K.
Fair Disclosure
Any other analyst or investor contact, whether by telephone or in person, will be conducted with the understanding that questions directed at ongoing operations will not be discussed. Management will limit responses to discussions of previously disclosed information, including informational discussions directed to the history and operating philosophy of the Company and an understanding of the global logistics industry and its competitive environment. Expeditors will, of course, make public disclosures at other times as required by law, regulation or commercial necessity.
The following table sets forth information, as of December 31, 2018,2021, with respect to all shareholders known by the Company to be beneficial owners of more than 5% of its outstanding Common Stock. Except as noted below, each entity has sole voting and dispositive powers with respect to the shares shown.
Name & Complete Mailing Address | Number of Shares |
| Percent of Common Stock Outstanding |
BlackRock, Inc. 55 East 52nd Street, New York, NY 10055 | 22,923,231 | (1) | 13.50% |
The Vanguard Group 100 Vanguard Boulevard, Malvern, PA 19355 | 19,485,313 | (2) | 11.50% |
Loomis Sayles & Co., L.P. One Financial Center, Boston, MA 02111 | 10,165,441 | (3) | 6.00% |
State Street Corporation State Street Financial Center One Lincoln Street, Boston, MA 02111 | 9,300,226 | (4) | 5.49% |
| Name & Complete Mailing Address | Number of Shares | Percent of Common Stock Outstanding | |
| The Vanguard Group | 21,257,030 | (1) | 12.31% |
| 100 Vanguard Boulevard, Malvern, PA 19355 | |||
| Loomis Sayles & Co., L.P. | 16,292,353 | (2) | 9.44% |
| One Financial Center, Boston, MA 02111 | |||
| BlackRock, Inc. | 14,648,105 | (3) | 8.50% |
| 55 East 52nd Street, New York, NY 10055 | |||
| State Street Corporation | 9,641,951 | (4) | 5.60% |
| State Street Financial Center | |||
| One Lincoln Street, Boston, MA 02111 | |||
(1) | |
The holding shown is as of December 31, |
(2) | The holding shown is as of December 31, 2021, according to Schedule 13G/A dated February |
(3) | |
The holding shown is as of December 31, |
(4) | |
The holding shown is as of December 31, |
Security Ownership of Directors & Executive Officers
The following table lists the names and the amount and nature of the beneficial ownership of Common Stock of each Director and nominee, of each of the NEO described in the Summary Compensation Table, and all Directors and Executive Officers as a group at March 12, 2019.8, 2022. Except as noted below, each person has sole voting and dispositive powers with respect to the shares shown.
| DIRECTORS | Amount & Nature of Beneficial Ownership | Percent of Class |
| Robert R. Wright | 23,207 | * |
Glenn M. Alger (1) | 512,387 | * |
| Robert P. Carlile | – | * |
| James M. Dubois | 10,690 | * |
| Mark A. Emmert | 15,539 | * |
Diane H. Gulyas (2) | 10,690 | * |
| Richard B. McCune | 14,921 | * |
Alain Monié (3) | 6,561 | * |
Jeffrey S. Musser (4) | 389,167 | * |
| Liane J. Pelletier | 24,431 | * |
| Tay Yoshitani | 24,431 | * |
| ADDITIONAL NAMED EXECUTIVES OFFICERS | ||
Eugene K. Alger (5) | 157,208 | * |
Daniel R. Wall (6) | 165,869 | * |
Richard H. Rostan (7) | 152,603 | * |
Bradley S. Powell (8) | 181,119 | * |
All Directors & Executive Officers as a Group (18 persons) (9) | 2,030,847 | 1.2% |
DIRECTORS | Amount & Nature of Beneficial Ownership | Percent of Class | ||||
Robert R. Wright | 4,500 | * | ||||
Glenn M. Alger (1) | 359,595 | * | ||||
Robert P. Carlile | 7,208 | * | ||||
James M. Dubois | 17,898 | * | ||||
Mark A. Emmert | 17,147 | * | ||||
Diane H. Gulyas (2) | 17,898 | * | ||||
Jeffrey S. Musser (3) | 244,677 | * | ||||
Brandon S. Pedersen | — | — | ||||
Liane J. Pelletier | 31,639 | * | ||||
Olivia D. Polius | — | — | ||||
ADDITIONAL NAMED EXECUTIVE OFFICERS | ||||||
Eugene K. Alger(4) | 41,653 | * | ||||
Daniel R. Wall(5) | 47,989 | * | ||||
Richard H. Rostan(6) | 81,354 | * | ||||
Bradley S. Powell (7) | 19,343 | * | ||||
All Directors & Executive Officers as a Group (17 persons)(8) | 928,672 | * | ||||
* | Less than 1% |
(1) | All shares are held in two trusts for which Mr. Alger and his family maintain voting and dispositive authority. |
(2) | All shares are held in trust for which Ms. Gulyas maintains voting and dispositive authority. |
(3) | |
Includes 112,513 shares held in trust for which Mr. Musser maintains voting and dispositive authority, |
(4) | Includes 7,157 shares held in trust for which Mr. Alger maintains voting and dispositive authority and 6,304 shares subject to RSU vesting within sixty days. |
(5) | Includes and 6,304 shares subject to RSU vesting within sixty days. |
(6) | Includes 5,580 shares subject to RSU vesting within sixty days. |
(7) | Includes 6,304 shares subject to RSU vesting within sixty days. |
(8) | Includes 16,250 shares subject to stock options exercisable within sixty days and |
16 | Expeditors International of Washington, Inc.
The Nominating and Corporate Governance Committee is committed to strongproven corporate governance policies and procedures designed to makecontinuously improve the effectiveness of the Board and its Committees more effective in exercising their oversight roles. The Nominating and Corporate Governance Committee Charter and Corporate Governance Guidelines are available on our website
Nominating & Corporate Governance Committee
The committee charter is available at https://investor.expeditors.com
All members are independent under Exchange Act and NASDAQ rules.
Key Responsibilities
:Determine the criteria for Board membershipmembership.
Lead the search for qualified individuals to become Board members, taking into consideration various criteria including a candidate’s contribution to Board diversity including gender, race and ethnicity.
Utilize the so-called “Rooney Rule” for CEO and Board candidates recruited from outside the Company so that any initial list of candidates includes qualified female and racially/ethnically diverse individuals.
Recommend the composition of the Board and its CommitteesCommittees.
Monitor and evaluate changes in Board members’ professional statusstatus.
Conduct evaluations of Board and Committee effectivenesseffectiveness.
Maintain and advance a set of Corporate Governance PrinciplesPrinciples.
Maintain the Company’s Code of Business Conduct and oversee its compliancecompliance.
Assist in evaluating governance-related inquiries, commentary and proposalsproposals.
Analyze current and emerging governance trends for impact on the CompanyCompany.
Oversee enterprise risks assigned to Committee by the BoardBoard.
Monitor Directors' compliance with stock ownership guidelinesguidelines.
Oversee the Company's sustainability/ESG programsstrategy and programs.
2021 Committee Highlights
The Nominating and Corporate Governance Committee met four times in 2018.
Added two new independent board members (Nov 2021 and Feb 2022) as part of the Board’s multi-year succession plan. With the slate proposed in this proxy statement, theThe Board will again change its composition, with the retirement ofnominees’ tenure profile is now: 3 Directors under 5 years; 5 Directors between 5 and 10 years; and one Director over 10 years.
Named new Chairman of Board effective May 2022.
Recomposed Board Committees as a result of two additions and the addition of a planned successor (in 2020) to the current Audit Committee Chair. Thus, the Board's average tenure is five years and the Board's average age is 62 years.change in Chairman.
Oversaw the Company's continuing evolution of its global Code of Business Conduct guidelines.
Oversaw the Company’s sustainability effortsESG strategy and programs and its updated Sustainability Report, disclosed online at
Established plans for a Materiality Assessment of ESG factors in 2022.
Reviewed and kept current the Company’s enterprise risk management program.
Conducted board and committee evaluations to assure continuous Board and Committee evaluations.improvement.
Continued to invest in Board education, including Board sessions on the Company’s cybersecurity program and assuring compliance with SEC-related guidance.
Regularly monitored and discussed current and emerging governance issues of interest to our shareholders.stakeholders.
Notice of Annual Meeting & Proxy Statement | 16
Corporate Governance Policies & Practices
The Committee operates according to the following key corporate governance policies and practices:
Commitment to the long-term interests of all stakeholders.
Annual election of all DirectorsDirectors.
So-called “Rooney Rule” requirement that any initial list of CEO and Board candidates recruited from outside the Company will include qualified female and racially/ethnically diverse individuals.
Under the Company’s resignation policy, any Director must be elected bywho does not receive a majority of votes castvote in an uncontested election will resign immediately.
Availability of proxy access for qualifying shareholder groupsgroups.
Independent Board ChairChair.
The majority of the Board is comprised of independent DirectorsDirectors.
Each of the three Board Committees is composed of only independent DirectorsDirectors.
Each Committee operates under a written charter that has been approved by the BoardBoard.
Any Board action must be approved by a majority of the independent DirectorsDirectors.
Each of the three Committees has the authority to retain independent advisorsadvisors.
The Board and each Committee annually evaluates its performanceperformance.
No shareholder rights plan (“poison pill”)(poison pill).
No pledging, hedging or engaging in any derivatives trading of Company shares allowed by employees or Directors.
No Company spending on political campaigns and clear written policies against endorsing political parties or individual candidates; making any Company premises available for political or campaign purposes; or contributing funds to political campaigns, including indirect contributions for the purpose of electioneering or making a campaign donation on the Company’s behalf.
Annual Director certification of compliance with the Code of Business Conduct, available at https://investor.expeditors.com
Director stock ownership requirements.
Considerations for Director Nominations
The Committee shall take into account allfollows the board’s policy on director nominations, available on our website https://investor.expeditors.com, which features a number of the following criteria when determining the qualifications of any candidate for Director:
Integrity and judgmentjudgment.
Independence.
Knowledge and skillsskills.
Experience and accomplishmentsaccomplishments.
Contribution to Board diversity
18 | Expeditors International of Washington, Inc.
ESG OVERSIGHT: EXPEDITORS’ COMMITMENT TO SUSTAINABILITY
Expeditors has always been committed to the fundamental values of good environmental, social and governance (ESG) corporate citizenship since our Company’s inception. Indeed, this commitment is part of our business model and is reflected in the various long-standing mechanisms that we have put in place to promote the best interests of all Expeditors’ stakeholders – including our shareholders, employees, service providers, customers and communities. We fully understand and closely monitor our stakeholders’ interests in ESG risks and opportunities.
While the topic and issues that today fall under the rubric of "ESG" are not new to Expeditors, and many of them are rooted in our culture and business model, we recognize and appreciate that – especially for shareholders – distilling factors into standard measures is what will ultimately be most efficient for markets. Accordingly, as various voluntary reporting frameworks continue to emerge and coalesce, we have continued to provide meaningful disclosures using the framework of the Task Force on Climate-Related Financial Disclosures (TCFD) and relevant Sustainability Accounting Standards Board (SASB) standards applicable to our non-asset, knowledge-based business model.
We approach ESG as completely and intricately linked to our strategy. It is through that lens that we plan to conduct a third-party Materiality Assessment in 2022. Our goal will be to rely upon any insights from that study to underpin our future disclosures and programs around ESG. As we align the Company’s strategy with ESG initiatives, the Compensation Committee is considering linking a portion of CEO compensation to certain ESG outcomes based on the findings of the competed Materiality Assessment.
Our executive team is firmly committed to good ESG principles and we have well-established ESG employee committees, all undertaken with continuous oversight by our Board of Directors. We were honored to have been named as the highest ranked logistics company (and 14th overall) in the 2020 Best ESG Companies Top 50 list published by Investor’s Business Daily and receive a AAA rating (their highest rating) from MSCI, an investment research firm. We are proud of the fact that this achievement was a natural consequence of executing our core business strategy effectively and ethically. We are also proud of the fact that we adopted a “no layoff” policy in 2020 during the early stages of the pandemic. This approach was the right thing to do for our employees. It also paid dividends: as demand for our services increased over 2020 levels, our loyal, trained employees were there, and rose to the occasion to service our customers.
Additional information about our programs to sustain a healthy environment and to reduce greenhouse gas emissions, as well as our approach to social responsibility and sound governance. Our sustainability strategies are aligned under four distinct pillars: Environment, Social (which consists of Security, Healthgovernance is set forth below and Safety; and Corporate Social Responsibility), and Governance. These strategies are more fully describedcan also be found in our latest ESG report, which is updated Sustainability Report
THE ENVIRONMENT
Deepening our Resolve
On the environmental front, we are taking additional steps both to manage our own GHG emissions and to help our customers eliminate waste and pursue their own supply chain transformation strategies. In 2021, we took the step of creating a new role for our organization, Director – Environmental Sustainability. This position will help further our external environmental engagement efforts with customers and service providers, as well as our internal initiatives around recycling, efficiency, and GHG reduction. In addition to conducting a third-party Materiality Assessment, in 2022 we also plan to set our own Scope 1 & Corporate Governance Committee:
Our Non-Asset Business Model Drives Supply Chain Sustainability
Freight consolidation is at the core of our business. It involves the combining of multiple different shipments in an efficient manner in order to maximize space utilization and, consequently, minimize the consumption of resources. Therefore, freight consolidation saves money for our customers while being measurably better for the environment by reducing unnecessary waste. In performing this important supply chain optimization role, Expeditors operates using a non-asset business model, meaning that we do not own or operate any airplanes, ships or trucks. This model affords several important advantages when it comes to the effective management of Greenhouse Gas emissions, not least of which is our ability to accelerate transitions to more modern, fuel-efficient fleets as they become available in the market, thereby further improving overall supply chain sustainability for Expeditors and our customers.
Offering “Green Logistics Solutions” that Drive Efficiency
A key challenge in reducing GHG emissions in supply chains is providing an efficient system for demand to flow to “greener” assets. Our non-asset business model gives us maximum adaptability: as carriers invest in cleaner technologies, and our customers indicate a desire to route cargo via cleaner assets, we can direct our customers’ freight to the most optimal solutions. We are uniquely positioned to help our customers leverage more fuel-efficient
Notice of Annual Meeting & Proxy Statement | 19
fleets and lower carbon routing options precisely because we do not own transportation assets. We remain neutral and nimble: free to tailor solutions to customers’ needs and poised to accelerate the transition to next-generation assets. By way of example, we recently engaged in conversations with several key customers and carrier partnersto explore available options for the use of Sustainable Aviation Fuel (SAF) on certain routes, and plan to continue supporting SAF strategies as this market begins to unfold. We can also analyze customer supply chains and provide suggestions on sustainability best practices, including modal shifts, supply chain speed optimization, warehouse space optimization, freight consolidation, and data-based decision making.
Our Green Logistics Solutions service offers our customers multiple levels of insight into the environmental impact of their own supply chains. We can provide Carbon Footprint Summary Reports that illustrate emissions across a customer’s network, by transport mode, geography and business entity. Our Supply Chain Carbon Diagnostic service delivers a more detailed assessment of supply chain flows and carbon emissions, identifying opportunities and recommendations for emissions reductions. Our visibility tools and supply chain “digital twin” solutions can deliver the critical data customers need to drive and measure their green supply chain transformation targets. This information allows the customer to analyze their supply chain impact on a mode and lane basis, which in turn, can lead to a sharpening of shipper demand to move cargo in ever more efficient ways.
Leading by Influence with Our Service Providers and Industry Outreach
We also encourage and help our business partners to adopt practices that lead to increased environmental sustainability. We fully support green freight initiatives such as the recent ocean industry adoption of low-sulfur measures for ships, and we work with our shippers to help them leverage the use of new technologies and solutions that promote a lighter carbon footprint. Specifically, we seek out partnerships with service providers that operate fuel-efficient fleets and use equipment supported by strong environmental programs. For example, we have participated in the U.S. Environmental Protection Agency’s SmartWay Transport Partnership program since 2008. Each year we work to increase the percentage of our service providers who are SmartWay members to measure and benchmark fuel use and freight emissions, with the goal of reducing carbon emissions across our customers’ supply chains. In addition, environmental criteria are part of our selection process for service providers, and our service provider contracts require compliance with environmental regulations.
We also work to advance sustainability in global supply chains through industry engagement, providing opportunities for dialog and thought leadership. Expeditors is actively involved in both Clean Cargo and the Sustainable Air Freight Alliance, two groups working to bring together carriers, shippers and forwarders in a collaborative manner to reduce freight transportation’s environmental impact.
Managing What We Control: Our Scope 1 & Scope 2 Emissions
In addition to supporting our customers’ GHG reduction efforts through supply chain efficiency, we are doing our part to reduce GHG emissions from the assets that we control directly. Our Green Teams worldwide track fuel and electricity usage across our office and warehouse facilities. We derive our Scope 1 emissions from fuel used in our operations, and our Scope 2 emissions from the electricity we consume in offices and warehouses. This data allows us to pinpoint locations in need of enhanced energy-saving programs, and the data are disclosed publicly in our annual Sustainability Report and our annual response to CDP (formerly the Carbon Disclosure Project). Our Green Teams continue to take action to reduce our environmental impact by significantly reducing paper usage, increasing the use of electric forklifts, installing more energy-efficient lighting, funding employee commuting via public transportation, and implementing recycling programs, among other initiatives.
Mapping to TCFD and SASB
We continually work to provide meaningful disclosure on our wide range of sustainability efforts taking place throughout our office and warehouse facilities around the world. We published our first public sustainability report in 2017, highlighting our commitments and progress across the ESG spectrum. We continue to enhance our disclosure of ESG matters while monitoring developments in ESG reporting. In our 2021 Sustainability Report, we are once again mapping our disclosures on a range of ESG topics to selected metrics outlined within the SASB standards which now form part of the Value Reporting Foundation and within the TCFD framework, in each case, as directly relevant to our non-asset, knowledge-based business model.
SOCIAL
Human Capital – Employees Are Our Most Important Asset
For more than 40 years, Expeditors has set the standard for excellence in global logistics by making our employees our key focus. Our founders believed that if we took care of our employees, they would take care of our customers.
20 | Expeditors International of Washington, Inc.
This founding principle remains at the core of our philosophy on corporate citizenship today and is why the Expeditors’ Vision Statement is not primarily about logistics - it is about our people.
“To create unlimited opportunities for our people through sustainable growth and strategic focus, inspiring our premier customer-focused logistics organization.”
Our founders sought to create a different kind of company where people could do well for themselves – in other words, a place of “unlimited opportunities.” Case in point, our CEO, Jeff Musser, started his career with Expeditors as a part-time messenger while still in high school. After 30 years in a wide range of roles with the Company, he was appointed CEO in 2014. Mr. Musser’s example of tenure and career path of diverse experience and increasing levels of responsibility is common throughout our organization and embodies one of our corporate mottos: Hire for Attitude, Train for Skill. We believe that our culture, which fosters organic growth and promotion from within, is a competitive advantage that helps us attract and retain high-caliber talent. We are committed to developing our employees’ capabilities so that as they grow in knowledge and experience, their opportunities to service our customers and further their careers grow as well.
Creating and Maintaining a Positive Working Environment for All
We believe in creating and maintaining a positive work environment for all our employees. That commitment is supported by policies designed to promote fairness and equitable treatment. Our supervisors and managers are responsible for setting positive examples and providing mentoring with a focus on creating an inclusive environment where everyone can be successful. We firmly believe that we have an ethical and moral obligation to treat all employees fairly and equally across the globe without harassment, intimidation, or discrimination of any kind based on race, sex, sexual orientation, gender identity, gender expression, marital status, age, color, religion, creed, national origin, disability, veteran status, or any other characteristic protected under applicable law. Our Code of Business Conduct outlines our expectations regarding our labor standards and policies, which are designed to promote a fair, open and inclusive environment. We expect our service providers to live up to these same standards too. We also evaluate our ability to engage and retain employees by monitoring turnover rates and the percentage of positions filled internally, and by regularly conducting employee satisfaction surveys to identify opportunities where we can improve. We also post publicly all open positions to ensure that we are including the widest and most diverse pool of talent for consideration. We want to draw employees who are able to see Expeditors as a place of unlimited opportunity for them to achieve their own professional goals.
Workforce Diversity
Diversity and inclusion are part and parcel of our vision of unlimited opportunity for our employees. In 2021, our United States workforce was 44% women and 40% racially/ethnically diverse. Globally, our practice is to hire local employees in our offices so that our operations continue to reflect the diverse and vibrant communities we serve. We leverage regional and local expertise by staffing our districts principally with local managers and personnel who are from the regions in which they operate and who have extensive experience in logistics, coupled with a deep understanding of their local market. This results in a highly talented, inclusive and multi-cultural global workforce that we are extremely proud of. Because our business involves shipments between districts located all over the world and typically touches more than one geographic area, our success requires a high degree of communication and cooperation among our diverse workforce: over 19,000 talented people of whom over 12,000 are employed in over 60 countries outside of the United States.
Upward Mobility
Expeditors has a long history of promoting from within and we consider upward mobility to be an important aspect of workforce diversity and inclusion. For instance, ten out of our top 23 global executives are women and/or are of a diverse background (race, ethnicity, or sexual orientation). Moreover, eight out of the last 11 promotions into Expeditors’ senior executive team (consisting of the top Senior Vice President roles or above) have been women and/or a person of a diverse background (race, ethnicity, or sexual orientation). All of these recently promoted individuals are very long tenured, with an average length of service with Expeditors of 25 years (ranging between 18
Board Refreshment and Diversity
Because diversity is part of our global culture, we believe that a board should be comprised of directors with diverse backgrounds, experiences, and perspectives that will improve board decision-making and effectiveness. On its own and in consultation with third parties, the Board has a schedule for evaluating its performance against certain goals, as well as its composition, intending to strike a balance between longer-term service and the fresher perspective that can come from adding new members. The Board assesses the effectiveness of its approach to diversity as part of its
Notice of Annual Meeting & Proxy Statement | 21
overall board and committee evaluation process. To ensure that this continues, we also take gender, ethnicity, and racial diversity into consideration as part of our succession planning, and this also specifically forms part of our Board’s review of development and succession plans for our CEO and senior executives:
“The board views board director, CEO and key management selection succession as one of its most important responsibilities. The board shall develop and maintain a succession plan for directors and the CEO. The board will also regularly review CEO developmental plans for succession of key senior executives taking into consideration the diverse experiences, qualifications, and perspectives that each candidate can bring to the Company including gender, race, and ethnicity.” (Governance Principles, page 4).
We adopted the so-called “Rooney Rule” for our CEO and Board of Director searches. Accordingly, we require any initial list of CEO and Board candidates recruited from outside the Company to include qualified female and racially/ethnically diverse individuals. Any search firms we engage will also be instructed to include the same on their initial lists of potential candidates that are furnished to us. These requirements are set forth in our Policy on Director Nominations and our Governance Principles and are publicly available on our website at https://investor.expeditors.com/corporate-governance/governance-documents.
Workforce Recruitment
Expeditors’ commitment to diversity and inclusion in the workforce is part of our workforce recruitment. As part of our hiring efforts, we partner with DirectEmployers in the United States to ensure our organization is conducting recruiting outreach to minority and veterans’ groups. We also recognize that socio-economic disparities pose potential barriers to diversity and inclusion that often have a disproportionate impact on minority communities. To address this, in 2008 we established our Opportunity Knocks Program, which offers paid internships or student work-studies for youth from disadvantaged communities, many of whom have come to work for Expeditors full time once the program ends. Opportunity Knocks started in the United States and has since expanded to our operations in seven countries. Considered a “Best in Class” program, we created a toolkit called “Opportunity Knocks in a Box” so that other companies could replicate the Opportunity Knocks program in their organizations. Further information about Opportunity Knocks is available on our external website: https://web.expeditors.com/opportunity-knocks/ and in our Sustainability Report at www.expeditors.com/sustainability.
Training and Professional Development
We also encourage personal growth of our workforce. Expeditors requires all employees to complete a series of compliance training courses annually and we encourage our employees to further take advantage of a host of other training opportunities housed within our Professional Development Center – an online global learning management system that is deployed across our network. Thanks to the efforts of our employees, the average hours of training per employee was 60 hours in 2021. We believe this commitment to the professional development of our employees results in our low level of employee turnover, which substantially reduces our cost to recruit and train new hires. Additionally, long-tenured employees are able to provide strong bench strength as evidenced by the long tenure of our top managers: our CEO has been with the Company for 39 years and the average tenure of our other NEO is 31 years. Similarly, Jose A. Ubeda, our Senior Vice President, Digital Solutions, joined Expeditors in 1984 in entry-level operations at the age of 17. Today, Jose is not only a member of our executive team, he is also passionate about the development and support of opportunities for youth. He leads the Opportunity Knocks program at Expeditors, which offers paid internships for youth to increase confidence, skills and job readiness with potential for long-term careers.
Promoting Workplace Safety and Security
We are committed to maintaining secure and safe working environments and business operations for our employees globally by following our well-established security, health and safety standards as well as applicable security, health and safety laws and regulations. We have robust mechanisms in place to report accidents, injuries and unsafe working conditions to our dedicated Health and Safety Team. This team has been at the center of our COVID-19 response since the beginning of the pandemic, and we have continued to leverage our global Health and Safety infrastructure in managing through the on-going pandemic. We also report key metrics on our workplace safety controls in our Sustainability Report at www.expeditors.com/sustainability.
Employee Protections During the On-going COVID-19 Pandemic
We continued to take care of our people throughout the on-going global pandemic, which has had a prolonged and pronounced impact on global supply chains and created extremely challenging operating conditions for our people. When the COVID-19 pandemic hit the global economy initially in early 2020, Expeditors promptly announced a “no layoff” policy so that our people would all have certainty that their jobs and livelihoods would be safe. This response was in line with our response during the 2008-09 Global Financial Crisis, a period that witnessed a significant downturn in our industry. In early 2020, we adopted our “no layoff” policy, as well as the additional two weeks of annual sick
22 | Expeditors International of Washington, Inc.
time available for any COVID-19 related illness. We also re-affirmed our commitment to honoring employee healthcare plans, matching 401(k) contributions in the United States, and continuing to extend our employee stock purchase plan (ESPP) to all Expeditors employees during the pandemic. These commitments allowed our employees to focus their attention on delivering solutions and excellent service to our customers during this unprecedented crisis.
Business Continuity During the On-going COVID-19 Pandemic
Our Business Continuity Plan (BCP) provides a framework for both protecting the safety of our people and minimizing potential adverse impacts on our operations and our customers' businesses during times of crisis. Throughout 2021, we continued to protect our people with the safety protocols in our phased approach to COVID-19 response, while complying with widely varying rules from local health officials in different countries and navigating multiple waves of virus transmission globally. In doing so, we utilized our COVID-19 response plan developed as part of our BCP to manage through the ongoing COVID-19 pandemic and are continuing to operate under this plan today.
Our plan includes measures to protect and safeguard the health of our employees and service providers, such as sanitization of our facilities, guidelines regarding protective equipment for employees, restricting travel, and requiring office staff to work remotely if they are able to. We continue to monitor the continuously evolving situation and adjust our actions, as needed, based on recommendations from governments and local and national health authorities. Our recovery plan is intended to allow office staff currently working remotely to move back gradually and safely into offices when health risks subside and governments around the world lift restrictions. Accordingly, our districts around the world are at different phases of the recovery plan depending on local conditions.
Giving Back to our Communities Where We Work and Live
Expeditors is also committed to making our communities better places to live and work. Our community support extends to local charities, children's programs, volunteerism, and grassroots projects in our communities around the world. For example, our regional leaders in India created the Avasar Foundation in 2012 to help underprivileged girls gain equal access to unlimited learning opportunities. To date, this program has awarded 160 scholarships to cover tuition, implemented programs for pre-primary school children and equipped more than 40 local schools with state-of-the-art computer labs all of which is funded by Expeditors, our employees, and their friends and families.
This year during our annual Matching Gift Campaign employees donated to hundreds of different organizations to support their mission-driven activities, with each organization receiving a matching gift from Expeditors to further increase the impact of each donation. In recent years we have seen a meaningful increase in donations being made to non-profit organizations, aided by a new online platform for our Matching Gift Campaign that we implemented last year. Additionally, Expeditors provides every employee in the United States a paid day off each year to volunteer at a charity of their choice. No matter where we have a presence, Expeditors encourages each of our employees to commit themselves to helping improve the lives of those in their communities.
GOVERNANCE
Good Governance Means Good Business
Expeditors is always focused on devoting the right resources to good governance, including staying on top of the ever-shifting regulatory landscape in which we operate given our large global footprint. Compliance is an essential component of good governance and, at Expeditors, compliance touches almost every aspect of our business. Indeed, one of our core Cultural Attributes is “integrity,” a trait that captures and reflects an unwavering commitment to strict compliance with the letter and the spirit of all applicable laws, regulations, and other requirements. To ensure this is translated into how we conduct our business every day, Expeditors Board of Directors together with its General Counsel and Chief Ethics and Compliance Officer oversee the Company’s Code of Business Conduct and programs to ensure compliance with sanctions and embargoes as well as anti-corruption, antitrust/competition, trade compliance laws and cybersecurity. Additionally, the Company deploys a trade compliance team of more than 140 subject matter experts throughout our global network to provide on-the-spot, practical compliance guidance at the local level. All Expeditors employees, officers and directors are required to take mandatory training on our Code of Business Conduct annually and every employee receives an additional 15+ hours of mandatory compliance training every year on critical topics including security, health and safety; preventing workplace harassment; anti-corruption; anti-competition/anti-trust; export and trade compliance and a wide range of other training that is relevant to the specific countries where we operate. This training reiterates the Company’s compliance message and equips our employees with the essential compliance knowledge and skills they need.
Notice of Annual Meeting & Proxy Statement | 23
Assessing and Monitoring Enterprise Risk
Senior executive management is responsible for the assessment and day-to-day management of risk and bringing any material risks to the attention of our Board of Directors, who are responsible for overseeing the conduct of our business and monitoring significant enterprise risks. Oversight responsibilities for certain areas of risk are assigned to our Board's standing Committees or to the full Board itself. Our Board of Directors and each of its Committees regularly discuss with management the Company’s strategies, operations, compliance, cybersecurity, policies and inherent associated risks in order to assess appropriate levels of risk taking and steps taken to monitor, mitigate and control such exposures. Our Board of Directors believes the Company’s risk management processes are appropriate and that the active oversight role played by the Board and its Committees provides the appropriate level of oversight for the Company.
Aligning Interests: Executive Stock Ownership Policy and Clawback Policy
Expeditors maintains executive stock ownership guidelines, governed by our Compensation Committee, that require all senior executives to own mandatory minimum amounts of shares of the Company’s Common Stock (determined as a multiple of the executive’s annual base salary). These requirements help to ensure that all senior executives are acting as “business owners” and in the best interests of our Company. Furthermore, Expeditors’ Insider Trading Policy prohibits its Board of Directors and employees from hedging or pledging their ownership of Company stock, including trading in publicly traded options, puts, calls or other derivative instruments related to Company stock.
In addition, in 2015 we adopted a “clawback policy” such that if the Company found it necessary to prepare an accounting restatement of its financial statements due to material noncompliance as a result of executive misconduct, the Board shall be entitled, on behalf of the Company, to require reimbursement or forfeiture of any Incentive Compensation received by that executive.
Political Contributions: Reaffirming our Long-standing Policy Against Direct or Indirect Contributions
Fundamentally, we do not believe that it is our Company’s proper role, or in our Company’s interests, to seek to influence political campaigns or election outcomes. We think this practice is best left to individuals acting in their own private capacity and, as such, we encourage all our employees, directors and officers to participate in community and political activities on an individual basis if they so wish. Those who do participate in community and political activities do so as individual citizens and not as representatives of Expeditors. Consistent with our culture, Expeditors has implemented clear written policies against endorsing political parties or individual candidates, contributing funds to political campaigns, or making any Expeditors' premises available for political or campaign purposes. Forms of political support prohibited by our Code include not only direct contributions, but also extend to indirect contributions to trade associations or industry groups for the purpose of electioneering or making a campaign donation on our behalf, and any activity that would be considered intervention in a political campaign under the Internal Revenue Code. In 2021, we updated our Code to further strengthen our language related to indirect political donations (which were already prohibited), and we made zero political contributions in 2021.
Cybersecurity
Given the technology- and data-intensive nature of our knowledge-based business model, we have invested in mandatory cyber specific training and frequent company-wide reminders and in a number of controls to maintain the privacy and security of our systems, information and data. In terms of cybersecurity, Expeditors employs a dedicated team of cybersecurity experts with technical expertise, including several Certified Information Systems Security Professionals, and cybersecurity staff in our district offices in each region. Our Enterprise Cybersecurity Committee works with our General Counsel to provide quarterly updates to our Enterprise Risk Committee and annual updates to our Board of Directors on cyber risk, information security, and technology risk as well as policy development. We work to continuously enhance our cybersecurity capabilities to detect and protect against threats and system compromise, including running table-top exercises and simulations. We focus on the key fundamentals of protect, monitor and respond and leveraging industry experts and government resources and associations, including the National Institute of Standards and Technology Cybersecurity Framework, to safeguard the security of our systems. Board member, Liane Pelletier, has a significant background in cybersecurity and Board member, Jim DuBois, has extensive cybersecurity experience.
In late February 2022, we were the subject of a targeted cyber-attack that prompted us to shut down most of our operating systems globally to manage the safety of our overall global systems environment, underscoring the critical nature of our ongoing vigilance and attention to cybersecurity. We have since been working around the clock to restore our systems and, as we finalize this Proxy Statement, we are making significant progress in returning to normal operations.
24 | Expeditors International of Washington, Inc.
Privacy and Data Protection
We believe privacy and data protection form a critical element of corporate responsibility for every organization. Customer trust — in our products, our services and our business practices — is foundational to our mission. We recognize that we cannot protect our customers and achieve our mission without a deep commitment to information security and data privacy ourselves. Working in tandem with our Cybersecurity team is our Global Data Protection Officer, who is a member of our Legal Department and helps the Company navigate the complex and evolving regulatory landscape around privacy and data protection. As a part of our privacy compliance infrastructure, Expeditors has a Global Privacy Policy that regulates our collection, use, and disclosure of individuals’ personal information; determines responsibility if there is a violation; and assures the rights of individuals to access their information in accordance with applicable laws. We also maintain an online Privacy Statement that describes some of the ways we gather, use, disclose, and manage customer, third-party service provider or employee personal information. We have in place industry-accepted physical, technical and administrative security measures appropriate to our business to safeguard and secure the personal information we process. Our Global Data Protection Officer works with our General Counsel to provide updates to the Board on relevant privacy issues that may impact our business, and also manages our Global Privacy Policy which includes mandatory annual training for all employees.
Board Evaluation of ESG
Expeditors’ Board of Directors has an established cadence of regular oversight and evaluation of the Company’s effectiveness on ESG matters, and is constantly pursuing continuous improvement. Each year, our Board of Directors undertake a comprehensive written evaluation process, which includes a review of how the Company preserves and enhances value to each of its stakeholders, including shareholders, employees, service providers, customers, and communities.
Nominating & Corporate Governance Committee:
Liane Pelletier, Chair
Mark Emmert
Diane Gulyas
Notice of Annual Meeting & Proxy Statement | 25
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATON
We are asking for your non-binding advisory vote on the following resolution, known as “Say-on-Pay,” as required pursuant to section 14A of the Exchange Act:
Resolved
: That shareholders approve the compensation of the NEO, as disclosed in the Compensation Discussion & Analysis, the compensation tables, and the related narrative executive compensation disclosures contained in this proxy statement.We encourage you to read the Compensation Committee Report, including Compensation Discussion and Analysis, as well as the Summary Compensation Table and other related compensation tables and narrative to learn about our executive compensation programs and policies. The Board of Directors has elected
In 2021, the Company again achieved record revenues, operating income and EPS, as we continued to submitwork through severe supply chain disruptions and constraints initially brought on by the non-binding vote onCOVID-19 pandemic. Revenues grew by 72%, operating income by 103% and EPS by 103% over 2020. All services provided by the Company performed at record levels as we were able to the meet high demands from our customers in a market that was significantly challenged by capacity limitations and volatile buy and sell rate pricing.
Total compensation to our CEO and to our other NEO increased 76% and 85%, respectively, over 2020 primarily due to participation in our 2008 Executive Incentive Compensation Plan. In 2021, our shareholder-approved 2008 Executive Incentive Compensation Plan performed as designed, delivering performance-based compensation that directly correlated to the Company’s 103% increase in operating income. Allocations of the Company’sIncentive Pool to NEO did not increase in 2021 over 2020. The Incentive Pool allocation to shareholdersour CEO was the same in 2021 as 2020. The allocations to other NEO were reduced in the third-quarter of 2020 as an offset to PSU awards. RSU and PSU awarded to NEO increased 20% in 2021 over 2020 based on an annual basis.
Our Compensation Structure is implementing substantial changes to compensation for senior executive management, including all NEO. Those changes include shifting cash compensation to long-term, performance-based equity for senior executive management by:
We strongly believe that our core compensation structure, which has been in place since the Company became publicly traded, is responsible for differentiating the Company’s performance from that of many of our competitors. Changes to our compensation programs demonstrate that we remain fully committed to a strong pay-for-performance compensation philosophy that is a unique and foundational characteristic of our Company’s culture. Expeditors' compensation structure has been and will continue to be driven by Company performance and doing what is right for our shareholders, our customers and our employees.
2019-2021 Financial Performance
(Data in millions except dividends and earnings per share)
* 26Net Revenues are a non-GAAP measure calculated as revenues less directly related operating expenses attributable to the Company's principal services. Please see Management's Discussion and Analysis in our most recent Annual Report on Form 10-K for a reconciliation of Net Revenues to Revenues.
While preserving the proposed changes to compensation for 2019, as well as the changes we implemented in 2018 and 2017, demonstrating our responsiveness to shareholders, while also maintaining the competitive advantagescore of our foundational compensation programs.structure, we have made substantive adjustments to our programs, including:
Adopted PSU programs for all executives that vest only if 3-year performance goals are achieved for Net Revenue and EPS.
Reduced Executive Incentive Compensation Pool allocations for senior executives by 5% beginning in the second quarter of 2022 to fund strategic initiatives.
Established a performance expectation for continuous profit growth such that if quarterly operating income growth is less than 5% of the prior year quarter, our senior executive management, including all NEO, receives a 5% reduction in payout from the 2008 Executive Incentive Compensation Plan.
Substantially increased the stock ownership requirement.
Shareholders have approved of Annual Meeting & Proxy Statement | 20our Named Executive Compensation by more than 92% each year since 2017.
Compensation: What We Do and Don't Do
What We Do | What We Don't Do |
Pay decisions are made by independent Directors; the Committees and the full Board meet regularly in executive session without management present | No guaranteed bonuses |
Pay for performance (over | No pay disconnected from performance (excluding modest base salaries) |
Focus on multiple performance metrics | No perquisites |
Increase the NEO allocation of the Executive Incentive Compensation pool at time of promotion | No arbitrary increases to the NEO allocation of the Executive Incentive Compensation pool |
Reduce the NEO allocation of the Executive Incentive Compensation Pool over time | No supplemental pension benefits |
Limit the NEO allocation of the Executive Incentive Compensation Pool to preset allocation percentages | No repricing of underwater options |
Strictly tie NEO Executive Incentive Compensation to U.S. GAAP operating income | No hedging or pledging of Company shares allowed by employees or the Board of Directors |
Double trigger vesting of unvested equity upon a change in control | No tax gross-ups paid on severance benefits |
Work with an independent compensation consultant | No retirement bonuses |
Align with shareholders through PSU and RSU | |
Maintain executive and outside Director share ownership guidelines | |
Subject incentive compensation to clawback policy | |
Engage shareholders on compensation matters |
The Board of Directors has elected to submit a non-binding vote on compensation, a so-called "Say-on-Pay" vote, to shareholders on an annual basis.
Effect of Proposal
The Say-on-Pay proposal is non-binding on the Board of Directors. The approval or disapproval of this proposal by shareholders will not require the Board of Directors or the Compensation Committee to take any action regarding NEO compensation. The final decision on NEO compensation remains with the Board of Directors and/or its Compensation Committee. Although non-binding, the Board of Directors and the Compensation Committee will review and consider the voting results when making future decisions regarding NEO compensation.
✓ | ||
The Board of Directors recommends a vote FOR this proposal. |
Notice of Annual Meeting & Proxy Statement | Expeditors International of Washington, Inc.
This Compensation Discussion and Analysis (“CD&A”)(CD&A) describes the Company’s executive compensation program in 2018 and changes being made in 2019.2021. In particular, this CD&A explains how the Compensation Committee (the “Committee”)Committee) of the Board of Directors made its compensation decisions for the Company’s executives, including the following NEO:
Jeffrey S. Musser, President and Chief Executive Officer
Eugene K. Alger, President - Global Services
Daniel R. Wall, President - Global Products
Richard H. Rostan, President - Global Geographies & Operations
Bradley S. Powell, Senior Vice President and Chief Financial Officer
Our Compensation Philosophy
Our Company is committed to a strong pay for performance compensation philosophy that is a foundational characteristic of our Company’s culture. Expeditors has been and will continue to be driven by Company performance and doing what is right for our shareholders, our customers and our employees. While we have implemented changes to our CEO and other NEO compensation over the years, the core compensation structure, which has been in place since the Company became publicly traded, is responsible for differentiating the Company’s performance from that of many of our competitors.
The objective of our core compensation program is to enhance shareholder value over the long term by:
encouraging each manager to think and act as an entrepreneur;entrepreneur.
establishing compensation levels that are not perceived as arbitrary;arbitrary.
providing financial rewards that are team-oriented and reflect achieved performance; andperformance.
aligning the interests of the individual employee with the goals of the Company and returns to our shareholders.
Our core compensation programs directly serve the interests of our Company and its shareholdersstakeholders through:
Supporting a culture that results in low turnover and long-tenured employees who look to make a career at Expeditors. Low turnover substantially reduces our cost to recruit and train new hires. Long-tenured employees and managers provide a strong and growing bench strength. This is evidenced by the long tenure of our top managers: our CEO has been with the Company for 3639 years and our other Named Executive Officers' ("NEO")NEO average tenure with the Company is 2831 years.
Rewarding management for achieved performance. Our core 2008 Executive Incentive Compensation Plan will deliver compensation only if we have positive operating income. The level of incentive compensation paid is directly correlated to performance. Future increases in incentive compensation payouts are dependent upon management’s ability to increase our net revenues, operating income, and EPS year over year.
Increasing value over the long term. Our emphasis on operating income and equity participation in the design of our compensation programs is due to thetheir strong correlation to enterprise value creation. For example, during the 10-year time period ended December 31, 2018,2021, annual operating income has increased from $473$531 million to $797 million,$1.9 billion, and annual earnings per share has increased from $1.37$1.57 to $3.48.$8.27.
Base Salaries
Throughout our history, we have followed a policy of offering our management employees a compensation package that is heavily weighted toward incentive-based compensation. To emphasize at-risk variable pay, we have customarily set annual base salaries of our NEO and other top managers well below competitive market levels. Our NEO base salaries are set at or below $120,000$100,000 and are well below median NEO base salaries in our peer group.
28 | Expeditors International of Annual Meeting & Proxy Statement | 22
2008 Executive Incentive Compensation Plan
The 2008 Executive Incentive Compensation Plan is a primary component of our compensation program. The Plan has been in place since 1985 and its unique design incentivizes our management team to continually increase our operating income, which in turn drives long-term shareholder value. The 2008 Executive Incentive Compensation Plan is designed to drive superior financial results and is effective because of its simplicity, transparency, and focus on a key operating metric.
Operating income captures many elements of managing a healthy business, including:
growing and maintaining profitable businessbusiness.
gaining new customerscustomers.
improving customer satisfactionsatisfaction.
managing carriers and service provider relationships and costscosts.
increasing employee satisfaction and retentionretention.
controlling expensesexpenses.
collecting cash timelytimely.
To be successful, management must optimize the multiple elements of a full income statement, culminating with operating income. This metric is comprehensive, simple, objective and easily understood. It drives both short- and long-term growth, and efficiency, and creates a prudent and entrepreneurial environment. We remain committed to our focus on operating income and our view that this broad-based metric is a key driver of shareholder value over the long-term.
Our use of U.S. GAAP operating income rewards management for delivering profitable results. We use U.S. GAAP operating income because we believe that management must be held accountable for our results regardless of external market forces that may adversely affect the level of bonus payouts. Our 2008 Executive Incentive Compensation Plan creates a culture of shared economic interests among our top managers and ensures a universal and daily focus on the achievement of superior financial results. Equally important, our focus on continual improvement in operating income drives long-term shareholder value creation.
Key Terms of the Plan:
The Incentive Pool
In addition to our below-market base salaries, the total incentive cash compensation available to all senior executive management participating in the Incentive Pool, including all NEO, is limited to 10% of pre-bonus operating income. Individual amounts earned under this plan are determined by participation percentages set by the Compensation Committee at the time of promotion. As a result, incentive compensation to the CEO and to each NEO rises and falls in conjunction with our level of operating income. Executive incentive compensation is directly and inextricably tied to performance.
Eligibility for the Incentive Pool
The Compensation Committee determines which executive officers and other topkey managers are eligible to participate in the 2008 Executive Incentive Compensation Plan. For each quarter, the Committee determined that each NEO and every member of senior executive management would participate in the 2008 Executive Incentive Compensation Plan.
Funding the Incentive Pool
Company performance funds an Incentive Pool with up to 10% of our U.S. GAAP operating income before bonus. The Compensation Committee believes that setting the Incentive Pool at a fixed percentage of operating income with fluctuations in the amounts paid directly linked to actual changes in operating income, aligns both the short- and long-term interests of employees and shareholders.
Notice of Annual Meeting & Proxy Statement | Expeditors International of Washington, Inc.
The Company has never incurred an annual or quarterly operating loss since going public in September 1984. Nonetheless, we maintain the following stringent policies in the event that we should incur no or negative operating income for a quarter:
No incentive payments will be made for a quarter in which we have no or negative operating income.
Any cumulative operating losses must be made up by future operating income before we would start to fund the Incentive Pool for incentive payments. For example, if we incurred a $5 million operating loss in the first quarter of a fiscal year, no incentive payments would be made for that quarter. If operating income in the second and third quarter of such fiscal year equaled, in the aggregate, $5 million, we would still make no incentive payments for those quarters. However, in the fourth quarter, if quarterly operating income was positive, the Incentive Pool would be funded and incentive payments would be made to eligible executives.
The foregoing policy also would apply if operating income, in years that have previously been audited and reported, were to be subsequently adjusted downward. In that situation, no payments under the 2008 Executive Incentive Compensation Plan would be due until future operating income results exceed the amount of the downward adjustment. However, no additional payments would be due if such adjustments increased previously reported fiscal year operating income.
We believe this policy protects shareholder interests while strongly incentivizing our management team to maintain and increase positive operating income every fiscal quarter.
Allocation of the Incentive Pool
The Compensation Committee determined each NEO's allocable portion of the Incentive Pool. This determination is set at the time of promotion to the position and performance is reviewed quarterly. The Compensation Committee considers various factors when establishing each participant's allocable share of the Incentive Pool, including:
The executive’s roles and responsibilities with the Company —– generally, those executives in the most senior positions are allocated a greater portion of the Incentive Pool than those serving in less senior positions;
The contribution of the executive in increasing corporate profits and shareholder value;
An executive’s promotion during the fiscal year; and
The executive’s tenure with the Company.
For our most senior executive managers, their allocable percentage of the Incentive Pool is likely to decline over time to accommodate additional investments in new areas of growth and personnel. The allocable
In 2017, the allocation percentages to all senior executive managers (including all of the NEO) for the 2017 performance year waswere reduced by 6% from 2016 to fund the expansion of our new Strategy function and related strategic initiatives. The
In 2019, these allocation ofpercentages were further reduced by 3% to invest in other key personnel. Additionally, in 2019 the Incentive PoolCompensation Committee implemented a change to NEO and other senior executives such that it further reduced payouts or allocations by an annual amount equal to the target value of performance share unit (PSU) awards that will vest only if 3-year performance goals are achieved for Net Revenues and EPS.
Beginning in the second quarter of 2022, the allocation percentage to all senior executive managers (including all NEO) will be reduced by 5% to fund new growth initiatives.
The fixed percentage of each NEO’s allocation did not change from 2017 to 2018.
| 2016 | 2017 | 2018 | Target 2019 | Change from 2018-2019 | |
| Chief Executive Officer | 5.2% | 4.9% | 4.9% | 4.7% | (3)% |
| President - Global Services | 4.4% | 4.2% | 4.2% | 3.5% | (17)% |
| President - Global Products | 4.0% | 3.7% | 3.7% | 3.1% | (17)% |
President - Global Geographies (1) | 4.6% | 3.7% | 3.7% | 3.1% | (17)% |
| Chief Financial Officer | 4.4% | 4.2% | 4.2% | 3.5% | (17)% |
Determining Payouts Under the Incentive Pool
Payouts under the Plan were determined by multiplying the Incentive Pool by each participant’s allocable portion of the Incentive Pool. For each quarter of fiscal 2018 and 2017,years 2019-2021, we had positive operating income, which resulted in the funding of the Incentive Pool for each quarter.Pool. At the conclusion of each quarter, the Compensation Committee reviewed and approved each NEO incentive payment under the 2008 Executive Incentive Compensation Plan based on the executive officer’s allocable share of the Incentive Pool for that quarter.
30 | Expeditors International of Washington, Inc.
5% Growth Performance Requirement
In 2017, a minimum 5% growth requirement was added for the CEO to earn an unreduced payout. Operating Income grew by more than 5% in each of the last two quarters of 2017payout, and in each quarter of 2018. Since operating2020, the requirement was expanded to include all senior executive management. Operating income did not grow by 5% in any of the first two quarters of 2017,2019, as compared to the same two quartersperiods in 2016,2018, and the amount paid to our CEO in those quarters was reduced by 5% or a total of $85,088.
Determination of NEO RSU Grants
The Compensation Committee considered various factors in determining the size of each RSU grant to NEO for 2018,2021, including:
Executive officer performance during the past 12 months, including noteworthy accomplishments;
Targeted NEO equity-to-overall compensation ratio;
Tenure with the Company;
Current position and associated responsibilities; and
Size of grant relative to peers within the Company.
PSU Grants
To further align CEO long-term incentive compensation with shareholders’ interests and focus on long-term performance, the Compensation Committee grantedstarting in 2017 shifted a PSU awardportion of Mr. Musser’s annual pay to Mr. Musserlonger-term by adopting performance metrics in 2018 and 2017. The PSU will vestthe form of performance share units (PSU) subject to vesting only if the3-year performance goals arewere achieved for Net RevenueRevenues and Earnings Per ShareEPS. The PSU are awarded in 2020May each year under the Amended and 2019, respectively. TheRestated 2017 Omnibus Incentive Plan (the Amended 2017 Plan) that was approved by shareholders. PSU incentive goals wereare established with the intent that performance in linein-line with our operating plans should result in a payout that is approximately at target. In order to achieve the maximum goals, our performance would have to exceed our operating plans to a significant degree. Threshold performance goals arewere set at a level that iswas meant to be attainable and below which the Company could not justify a payout. The Compensation Committee has evaluatedIn evaluating the difficulty of our target performance goals, andthe Compensation Committee, comprised entirely of independent Directors, believes these goals are challenging.
Notice of Annual Meeting & Proxy Statement | Expeditors International31
2019 PSU Performance Criteria & Discussion
The performance period of Washington, Inc.2019 PSU awards to Mr. Musser and to senior executive management, including all NEO, was January 1, 2021 to December 31, 2021. The final number of shares earned was based on the Company’s 3-year EPS and Net Revenue growth. In setting targets for the 2019 PSU, the Compensation Committee considered a number of factors, including the Company’s past performance, current strategies and initiatives, estimated share repurchases, expected macro-economic forces, and global trade expectations. Following the end of the performance period, the Compensation Committee considers the Company’s actual performance compared to targets, including the effect of any significant items during the performance period in making its final determination.
Net revenues are a non-GAAP measure calculated as revenues less directly related operations expenses attributable to the Company’s principal services. The Board believes that net revenues are a better measure than total revenues when evaluating the Company’s operating performance since total revenues earned as a freight consolidator include the carriers’ charges for carrying the shipment, whereas revenues earned in other capacities include primarily the commissions and fees earned by the Company. Net revenue is one of the Company’s primary operational and financial measures and demonstrates management’s ability to concentrate and leverage purchasing power through effective consolidation of shipments from customers utilizing a variety of transportation carriers and optimal routings.
For PSU granted in 2019, the Compensation Committee established 2021 performance criteria for Mr. Musser and senior executive management, including all NEO, based on the following criteria and weightings. The table below also includes the actual achieved performance for the year ended December 31, 2021 used in the final measurement for shares granted to NEO:
PSU Performance Criteria |
| Weighting |
| Threshold |
| Target |
| Maximum |
| Actual |
Percent of PSU Earned: |
|
|
| 50% |
| 100% |
| 200% |
| 200% |
Cumulative EPS Growth: |
| 75% |
| $3.50 |
| $4.20 |
| $5.04 |
| $8.27 |
Net Revenues Growth (in millions): |
| 25% |
| $2,625 |
| $3,150 |
| $3,780 |
| $4,465 |
PSU Awarded:(1) |
|
|
| 21,209 |
| 42,417 |
| 84,834 |
| 87,856 |
(1) | Actual PSU awarded includes 3,022 dividend equivalents earned during the performance period. |
RSU & PSU Vesting and Retirement Eligibility
The RSU and PSU Awards under the Amended 2017 Plan include a dividend equivalent that vests commensurately with the underlying award. In addition, senior executive management who have either (i) attained the age of 55 and completed at least 10 years of continuous service, or (ii) completed at least 30 years of continuous service are deemed "retirement eligible." All NEO are retirement eligible.retirement-eligible. RSU vest 1/3 on each successive one-year anniversary of the grant date. PSU vest only if performance goals are achieved for net revenue and earnings per share growth in the second fiscal year after grant. Upon the terminationretirement, death or disability of a retirement-eligible senior executive manager, other than for cause, RSU vest immediately and PSU awards to our CEO in 2018 and 2017 become eligible to prorate vest at the end of the applicable performance period. In 2019, primarily because PSU will be awarded to our senior executive managers in lieu of a portion of their cash compensation, upon termination of retirement-eligible senior executive managers other than for cause, those PSU will fully vest at the end of the applicable performance period.
Perquisites & Other Personal Benefits
The Company provides no perquisites or personal benefits to our NEO that are not available to all employees. The Company provides standard benefits packages to all employees that vary by country, based on individual country regulations. Further, the Company does not provide tax “gross-ups” on change in control severance benefits or any other type of benefit.
Risk & Compensation Clawback Recovery
Because the 2008 Executive Incentive Compensation Plan is based on cumulative operating income, any operating losses that are incurred must be recovered from future operating income before any amounts would be due to participants. Since a significant portion of executive compensation comes from the 2008 Executive Incentive Compensation Plan, the Company believes that this cumulative feature is a disincentive to excessive risk taking by its senior managers. No one individual has the authority to commit the Company to excessive risk taking. Due to the nature of the Company’s services, the business has a short operating cycle. The outcome of any higher risk transactions, such as overriding established credit limits, would be known in a relatively short time frame. Management believes that when the potential impact on the bonus is considered in light of this short operating cycle, the potential for gains that could be generated by higher risk business practices is sufficiently mitigated. Management believes that both the stability and the long-term growth in net revenues, operating income and net earnings are a result of the incentives and recovery mechanism inherent in the Company’s compensation programs.
32 | Expeditors International of Washington, Inc.
Role of the Compensation Committee, Management & Consultants
Compensation decisions, other than compensation and equity grant determinations for the CEO, are made in consultation with the CEO. Compensation decisions for the CEO are made by our Compensation Committee. The Compensation Committee recommends all compensation decisions for the CEO to the Board of Directors for final approval.and approved by our full Board. With respect to the 2008 Executive Incentive Compensation Plan, the CEO recommends allocation percentages for all participating executive officers, which must be reviewed and approved by the Compensation Committee.
The Board believes in overall total compensation targets that are consistent with the underlying compensation philosophy of the Company. The Company recognizes that because it operates in the highly competitive global logistics services industry, the quality of its service depends upon the quality of the executives and other employees it is able to attract and retain. In order to succeed, the Company believes that it must be able to attract and retain qualified executives and employees. The Compensation Committee considers the competitiveness of the entire compensation package of an executive officer relative to that paid by similar companies when evaluating the adequacy of base salaries, the percentage allocations of the 2008 Executive Incentive Compensation Plan and equity grants. The Company’s objective is to offer a total compensation package, which gives the executive officer the opportunity to be rewarded at a level believed to be superior to that offered by the Company’s competitors in the global logistics services industry. The Company believes that the opportunity for achieving superior levels of compensation is predicated on achieving sustained, long-term profitable results that are superior to those of its competitors.
The Compensation Committee used benchmark data on a limited basis to review base salaries and other compensation information and practices disclosed by certain U.S. publicly traded companies in the logistics and transportation industry. The benchmark data has confirmed that the Company’s compensation packages offered to executives are competitive and give executives appropriate incentives to retain and gain profitable customers and business.grow the Company’s services. Benchmark data was derived from proxy statements filed by Alaska Air Group, Inc., Avis Budget Group, Inc., CH Robinson Worldwide, Inc., CSX Corp., Hertz Global Holdings, Inc., Hub Group, Inc., JB Hunt Transport Services, Inc., JetBlue Airways Corp., Knight-Swift Transportation Holdings, Inc., Landstar System, Inc., Norfolk Southern Corp., Old Dominion Freight Line, Inc., Ryder System, Inc., Schneider National, Inc., Southwest Airlines Co., Union Pacific Corp., and XPO Logistics. While these companies vary in size in terms of revenue, the Compensation Committee believes the benchmark data derived from this group of companies is useful for the limited comparisons described above.
Since 2016, the Compensation Committee has engaged Meridian Compensation Partners, LLC (“Meridian”)(Meridian) to provide advice on executive and Director compensation matters. The Compensation Committee has assessed the independence of Meridian pursuant to SEC and NASDAQ rules and determined that no conflict of interest exists that would prevent Meridian from providing independent and objective advice to the Compensation Committee. Since 2016, Meridian has provided consulting services only as directed by the Compensation Committee. Meridian reports directly to the Compensation Committee and does not provide any other services to the Company.
Notice of Annual Meeting & Proxy Statement | 33
Employment Agreements
The Company has entered into employment agreements with each NEO. Each of the employment agreements is automatically renewable upon expiration for additional one-year periods unless either party elects otherwise.
Executive Stock Ownership Policy
The Company maintains executive stock ownership guidelines and is governed by the Compensation Committee. These stock ownership guidelines are applicable to our NEO and certain other senior management holding a title of Senior Vice President or above. These guidelines are designed to increase executives’ equity stakes in the Company and to further align executives’ interests with those of shareholders. The guidelines require covered executives to own shares of the Company’s Common Stock sufficient to satisfy the amount specified below as a multiple of the executive’s annual base salary. In 2018, the Board revised executive ownership guidelines as follows:salary:
Guidelines | ||
Chief Executive Officer | 60 x Base Salary | $6,000,000 |
President, Executive Vice President, or Chief Financial Officer | 20 x Base Salary | $2,000,000 |
Senior Vice President | 10 x Base Salary | $1,000,000 |
| 2018 Guidelines | 2019 Guidelines | |||
| Chief Executive Officer | 15 x Base Salary | $1,500,000 | 60 x Base Salary | $6,000,000 |
| President, Executive Vice President, or Chief Financial Officer | 10 x Base Salary | $1,000,000 | 20 x Base Salary | $2,000,000 |
| Senior Vice President | 5 x Base Salary | $500,000 | 10 x Base Salary | $1,000,000 |
Executives in the positions above need to achieve the corresponding ownership target within five years of the earlier of promotion to the position or the policy adoption or revision date. This policy excludes stock option grants in the ownership calculation and includes RSU and target PSU grants. As of December 31, 2018,2021, all of our NEO are in compliance with their respective ownership guidelines. When NEO exercise stock options, they must continue to comply with the ownership requirements above.
All executives must hold 75% of the net after-tax shares received upon vesting of any PSU and RSU until their respective stock ownership guidelines are achieved.
Insider Trading Policy Prohibits Hedging or Pledging
The Company’s Insider Trading Policy prohibits its Board of Directors and employees from hedging or pledging their ownership of Company stock, including trading in publicly-traded options, puts, calls or other derivative instruments related to Company stock.
Other Retirement or Disability Payments
Other than for RSU and PSU, the Company has no formal obligations to make any payments to any executive officer upon his or her death, disability or retirement except to senior executive management domiciled in countries where statutory regulationregulations require that these benefits be provided to all employees. The Company adopted aCompany’s policy in 2014 that prohibitsprohibit the payment of any retirement bonuses to executive officers and members of senior executive management.
While there is no legal or contractual obligation to do so, the Company has, on occasion, accelerated the vesting of any unvested RSU or stock options of employees who pass away.
The Compensation Committee believes in simple, easy to understand executive incentive compensation plans that are directly aligned with Company performance and focus management on enhancing the long-term value of the Company. The Compensation Committee Charter is available on our website
https://Compensation Committee
All members are independent under Exchange Act and NASDAQ rules. The Compensation Committee met four times in 2018.
Compensation Committee Interlocks & Insider Participation
No member of the Committee is or has been an officer or employee of the Company and none had any interlocking relationship with any other entities or of the type that would be required to be disclosed in this Proxy Statement.
Key Responsibilities
:•Recommend compensation of executive officers
Approve compensation of all non-CEO executive officers.
Approve the annual and long-term performance goals for the Company’s incentive plans, including targets in PSU awards.
Ensure that incentive compensation programs are consistent with the Company’s annual and long-term performance objectives and do not encourage unnecessary or excessive risk takingtaking.
Determine base salary, participation level in the 2008 Executive Incentive Compensation Plan and equity grants to the CEOCEO.
Review and recommend compensation of non-management DirectorsDirectors.
Oversee enterprise risks assigned to Committee by the BoardBoard.
The Compensation Committee believes that the compensation for the CEO and other NEO are consistent with its philosophy, incentive compensation plans and the objectives described above. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
Compensation Committee of the Board of Directors:
Mark Emmert, Chair
Robert Carlile
Diane Gulyas
Notice of Annual Meeting & Proxy Statement | 28
The table below summarizes the total compensation earned by each NEO for each of the fiscal years shown. The Company has entered into employment and indemnification agreements with all of the NEO.
The NEO were not entitled to receive payments whichthat would be characterized as “Bonus” payments for the fiscal years shown. Amounts listed under “Non-Equity Incentive Plan Compensation” were determined based on percentages of the Incentive Pool that were allocated to each NEO by the Compensation Committee under the 2008 Executive Incentive and Compensation Plan based on the factors described in the Compensation Discussion and Analysis contained herein.
Base salaries for the NEO accounted for approximately 2%less than 3% of their total compensation and “at-risk” compensation accounted for more than 80%85% of their total compensation.compensation in 2021. Benefits accounted for less than 1% of the total compensation of NEO.
The following table sets out the type and amount of compensation paid to each NEO for the years ended December 31:
Name & Position | Year | Salary | Stock Awards (1) | Non-Equity Incentive Plan Compensation | All Other Compensation (2) | Total |
Jeffrey S. Musser | 2021 | $100,000 | $2,896,946 | $10,026,358 | $3,000 | $13,026,304 |
President & Chief | 2020 | $100,000 | $2,406,138 | $4,896,713 | $3,000 | $7,405,851 |
Executive Officer | 2019 | $100,000 | $2,499,998 | $3,821,457 | $3,000 | $6,424,455 |
Eugene K. Alger | 2021 | $100,000 | $1,170,524 | $7,379,449 | $3,000 | $8,652,973 |
President - Global | 2020 | $100,000 | $972,340 | $3,605,338 | $3,000 | $4,680,678 |
Services | 2019 | $100,000 | $1,010,086 | $3,195,819 | $3,000 | $4,308,905 |
Daniel R. Wall | 2021 | $100,000 | $1,170,524 | $6,544,174 | $3,000 | $7,817,698 |
President – Global | 2020 | $100,000 | $972,340 | $3,173,278 | $3,000 | $4,248,618 |
Products | 2019 | $100,000 | $1,010,086 | $2,814,357 | $3,000 | $3,927,443 |
Richard H. Rostan | 2021 | $100,000 | $1,035,990 | $6,533,951 | $3,000 | $7,672,941 |
President – Global | 2020 | $100,000 | $860,804 | $3,192,341 | $3,000 | $4,156,145 |
Geographies & Operations | 2019 | $100,000 | $894,220 | $2,829,788 | $3,000 | $3,827,008 |
Bradley S. Powell | 2021 | $100,000 | $1,170,524 | $7,374,337 | $3,000 | $8,647,861 |
Senior Vice President & | 2020 | $100,000 | $972,340 | $3,602,841 | $3,000 | $4,678,181 |
Chief Financial Officer | 2019 | $100,000 | $1,010,086 | $3,193,768 | $3,000 | $4,306,854 |
| Name & Position | Year | Salary | Stock Awards (2) | Option Awards (3) | Non-Equity Incentive Plan Compensation | All Other Compensation (4) | Total |
| Jeffrey S. Musser | 2018 | $100,000 | $2,500,288 | – | $4,312,192 | $3,000 | $6,915,480 |
| President & Chief Executive Officer | 2017 | $100,000 | $2,499,998 | – | $3,705,770 | $3,000 | $6,308,768 |
| 2016 | $100,000 | – | $1,225,200 | $3,859,382 | $1,500 | $5,186,082 | |
| Eugene K. Alger | 2018 | $100,000 | $505,151 | – | $3,696,713 | $3,000 | $4,304,864 |
| President - Global Services | 2017 | $100,000 | $505,328 | – | $3,249,788 | $3,000 | $3,858,116 |
| 2016 | $100,000 | – | $520,710 | $3,308,555 | $1,500 | $3,930,765 | |
| Daniel R. Wall | 2018 | $100,000 | $505,151 | – | $3,287,673 | $3,000 | $3,895,824 |
| President - Global Products | 2017 | $100,000 | $505,328 | – | $2,890,201 | $3,000 | $3,498,529 |
| 2016 | $100,000 | – | $520,710 | $2,942,532 | $1,500 | $3,564,742 | |
Richard H. Rostan (1) | 2018 | $120,000 | $447,121 | – | $3,273,171 | $3,000 | $3,843,292 |
| President - Global Geographies & Operations | 2017 | $120,000 | $446,965 | – | $2,731,673 | $3,000 | $3,301,638 |
| Bradley S. Powell | 2018 | $100,000 | $505,151 | – | $3,694,580 | $3,000 | $4,302,731 |
| Senior Vice President & Chief Financial Officer | 2017 | $100,000 | $505,328 | – | $3,247,914 | $3,000 | $3,856,242 |
| 2016 | $100,000 | – | $520,710 | $3,306,760 | $1,500 | $3,928,970 | |
(1) |
Represents the aggregate grant date fair value of RSU |
(2) |
These amounts include the Company’s matching contributions, up to a maximum annual Company contribution of $3,000 |
36 | Expeditors International of Washington, Inc.
Grants of Plan-Based Awards Table
The following table sets forth certain information regarding awards granted to each NEO during 2018 to the NEO:year ended December 31, 2021:
|
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) |
|
|
| ||||
Name | Grant Date of Equity Awards | Threshold | Target | Maximum | Threshold | Target | Maximum | All Other Stock Awards(3) | Closing Price on Grant Date | Grant Date Fair Value of Stock Awards |
Jeffrey S. Musser | 5/4/2021 | — | $10,026,358 | — | 6,363 | 12,726 | 25,452 | — | $113.82 | $1,448,473 |
| 5/4/2021 | — | — | — | — | — | — | 12,726 | $113.82 | $1,448,473 |
Eugene K. Alger | 5/4/2021 | — | $7,379,449 | — | 2,571 | 5,142 | 10,284 | — | $113.82 | $585,262 |
| 5/4/2021 | — | — | — | — | — | — | 5,142 | $113.82 | $585,262 |
Daniel R. Wall | 5/4/2021 | — | $6,544,174 | — | 2,571 | 5,142 | 10,284 | — | $113.82 | $585,262 |
| 5/4/2021 | — | — | — | — | — | — | 5,142 | $113.82 | $585,262 |
Richard H. Rostan | 5/4/2021 | — | $6,533,951 | — | 2,276 | 4,551 | 9,102 | — | $113.82 | $517,995 |
| 5/4/2021 | — | — | — | — | — | — | 4,551 | $113.82 | $517,995 |
Bradley S. Powell | 5/4/2021 | — | $7,374,337 | — | 2,571 | 5,142 | 10,284 | — | $113.82 | $585,262 |
| 5/4/2021 | — | — | — | — | — | — | 5,142 | $113.82 | $585,262 |
| Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | All Other Stock Awards (3) | Closing Price on Grant Date | Grant Date Fair Value of Stock Awards (4) | ||||||
| Name | Threshold | Target | Maximum | Threshold | Target | Maximum | |||||
| Jeffrey S. Musser | 5/8/2018 | – | $4,312,192 | – | 8,984 | 17,967 | 35,934 | – | $69.58 | $1,250,144 | |
| 5/8/2018 | – | – | – | – | – | – | 17,967 | $69.58 | $1,250,144 | ||
| Eugene K. Alger | 5/8/2018 | – | $3,696,713 | – | – | – | – | 7,260 | $69.58 | $505,151 | |
| Daniel R. Wall | 5/8/2018 | – | $3,287,673 | – | – | – | – | 7,260 | $69.58 | $505,151 | |
| Richard H. Rostan | 5/8/2018 | – | $3,273,171 | – | – | – | – | 6,426 | $69.58 | $447,121 | |
| Bradley S. Powell | 5/8/2018 | – | $3,694,580 | – | – | – | – | 7,260 | $69.58 | $505,151 | |
(1) | |
The total amount available to executive officers and key employees participating in the 2008 Executive Incentive Compensation Plan, including all NEO, is limited to 10% of pre-bonus operating income. Individual amounts earned under this plan are determined by participation percentages and any potential downward adjustments approved by the Compensation Committee. The Company does not use thresholds or targets or maximums in determining levels of |
(2) | |
PSU |
(3) | |
RSU |
Option Exercises, Shares Vested & Year-End Equity Value Tables
The following table sets forth certain information regarding options exercised by theand RSU and PSU vested for each NEO during the year ended December 31, 2018:2021:
| Option Exercises | Stock Awards | ||
Name | Number of Shares Acquired on Exercise | Value Realized on Exercise (1) | Number of Shares Acquired on Vesting (2) | Value Realized on Vesting (3) |
Jeffrey S. Musser | — | — | 51,631 | $5,487,308 |
Eugene K. Alger | — | — | 20,862 | $2,217,213 |
Daniel R. Wall | — | — | 20,862 | $2,217,213 |
Richard H. Rostan | 95,000 | $6,653,808 | 18,468 | $1,962,763 |
Bradley S. Powell | — | — | 20,862 | $2,217,213 |
| Option Exercises | Stock Awards | |||
| Name | Number of Shares Acquired on Exercise | Value Realized on Exercise (1) | Number of Shares Acquired on Vesting(2) | Value Realized on Vesting(3) |
| Jeffrey S. Musser | 3,000 | $58,866 | 7,817 | $500,835 |
| Eugene K. Alger | — | — | 3,160 | $202,461 |
| Daniel R. Wall | 5,000 | $95,700 | 3,160 | $202,461 |
| Richard H. Rostan | 4,500 | $79,688 | 2,795 | $179,076 |
| Bradley S. Powell | 5,000 | $181,850 | 3,160 | $202,461 |
(1) | |
Represents the difference between the market price of the Company’s Common Stock at exercise and the exercise price of the options, multiplied by the number of options exercised. The options exercised in 2021 were granted from 2013 to 2016. |
(2) | |
Includes dividend equivalents. |
(3) | |
Represents the market price of the Company's Common Stock at the vesting date, multiplied by the number of RSU vested. The amounts include 87,856 PSU awarded in 2019 that vested at the end of the 2021 performance period with a realized value of $101.80 per share. The PSU were settled on February 24, 2022. |
Notice of Annual Meeting & Proxy Statement | 30
The following table sets forth equity awards held by the NEO at December 31, 2018:2021:
| Option Awards |
|
|
|
|
|
| |
Year of Grant | Exercisable | Exercise or Base Price | Option Expiration Date |
| Number of Unvested Stock Unit Awards (1) | Market Value of Unvested Stock Unit Awards (3) | Number of Unearned and Unvested Stock Unit Awards (2) | Market Value of Unearned and Unvested Unit Awards (3) |
|
|
|
|
|
|
|
|
|
Jeffrey S. Musser |
|
|
|
|
|
|
| |
2021 | — | — | — |
| 12,840 | $1,724,243 | 12,840 | $1,724,243 |
2020 | — | — | — |
| 11,243 | $1,509,840 | 11,243 | $1,509,840 |
2019 | — | — | — |
| 5,698 | $765,223 | — | — |
2013 | 10,000 | $35.32 | 5/1/2023 |
| — | — | — | — |
2012 | 5,000 | $40.74 | 5/2/2022 |
| — | — | — | — |
Eugene K. Alger |
|
|
|
|
|
|
| |
2021 | — | — | — |
| 5,188 | $696,689 | 5,188 | $696,689 |
2020 | — | — | — |
| 4,544 | $610,178 | 4,544 | $610,178 |
2019 | — | — | — |
| 2,303 | $309,243 | — | — |
Daniel R. Wall |
|
|
|
|
|
|
| |
2021 | — | — | — |
| 5,188 | $696,689 | 5,188 | $696,689 |
2020 | — | — | — |
| 4,544 | $610,178 | 4,544 | $610,178 |
2019 | — | — | — |
| 2,303 | $309,243 | — | — |
Richard H. Rostan |
|
|
|
|
|
|
| |
2021 | — | — | — |
| 4,592 | $616,614 | 4,592 | $616,614 |
2020 | — | — | — |
| 4,022 | $540,156 | 4,022 | $540,156 |
2019 | — | — | — |
| 2,039 | $273,757 | — | — |
Bradley S. Powell |
|
|
|
|
|
|
| |
2021 | — | — | — |
| 5,188 | $696,689 | 5,188 | $696,689 |
2020 | — | — | — |
| 4,544 | $610,178 | 4,544 | $610,178 |
2019 | — | — | — |
| 2,303 | $309,243 | — | — |
| Option Awards | Stock Unit Awards | |||||||||||
| Year of Grant | Exercisable | Unexercisable (1) | Exercise or Base Price | Option Expiration Date | Number of Unvested Stock Unit Awards (2) | Market Value of Unvested Stock Unit Awards (3) | Number of Unearned and Unvested Stock Unit Awards(2)(4) | Market Value of Unearned and Unvested Stock Unit Awards (3) | ||||
| Jeffrey S. Musser | ||||||||||||
| 2018 | – | – | – | – | 18,189 | $1,238,484 | 18,189 | $1,238,484 | ||||
| 2017 | – | – | – | – | 15,829 | $1,077,776 | 23,646 | $1,610,035 | ||||
| 2016 | 80,000 | 40,000 | $47.39 | 5/3/2026 | – | – | – | – | ||||
| 2015 | 50,000 | 50,000 | $47.27 | 5/21/2025 | – | – | – | – | ||||
| 2014 | 72,000 | 24,000 | $45.56 | 12/5/2024 | – | – | – | – | ||||
| 2013 | 10,000 | – | $35.32 | 5/1/2023 | – | – | – | – | ||||
| 2012 | 5,000 | – | $40.74 | 5/2/2022 | – | – | – | – | ||||
| 2010 | 10,000 | – | $40.64 | 5/5/2020 | – | – | – | – | ||||
| 2009 | 5,000 | – | $37.13 | 5/6/2019 | – | – | – | – | ||||
| Eugene K. Alger | ||||||||||||
| 2018 | – | – | – | – | 7,350 | $500,439 | – | – | ||||
| 2017 | – | – | – | – | 6,399 | $435,713 | – | – | ||||
| 2016 | 34,000 | 17,000 | $47.39 | 5/3/2026 | – | – | – | – | ||||
| 2015 | 26,000 | 26,000 | $47.27 | 5/21/2025 | – | – | – | – | ||||
| 2014 | 36,000 | 12,000 | $45.56 | 12/5/2024 | – | – | – | – | ||||
| 2013 | 7,500 | – | $35.32 | 5/1/2023 | – | – | – | – | ||||
| 2011 | 6,500 | – | $52.80 | 5/6/2019 | – | – | – | – | ||||
| Daniel R. Wall | ||||||||||||
| 2018 | – | – | – | – | 7,350 | $500,439 | – | – | ||||
| 2017 | – | – | – | – | 6,399 | $435,713 | – | – | ||||
| 2016 | 34,000 | 17,000 | $47.39 | 5/3/2026 | – | – | – | – | ||||
| 2015 | 18,000 | 18,000 | $47.08 | 8/3/2025 | – | – | – | – | ||||
| 2015 | 14,500 | 14,500 | $47.27 | 5/21/2025 | – | – | – | – | ||||
| 2014 | 20,250 | 6,750 | $45.56 | 12/5/2024 | – | – | – | – | ||||
| 2013 | 5,000 | – | $35.32 | 5/1/2023 | – | – | – | – | ||||
| 2012 | 5,000 | – | $40.74 | 5/2/2022 | – | – | – | – | ||||
| 2011 | 5,500 | – | $52.80 | 5/4/2021 | – | – | – | – | ||||
| 2010 | 10,000 | – | $40.64 | 5/5/2020 | – | – | – | – | ||||
| 2009 | 5,000 | – | $37.13 | 5/6/2019 | – | – | – | – | ||||
| Richard H. Rostan | ||||||||||||
| 2018 | – | – | – | – | 6,505 | $442,951 | – | – | ||||
| 2017 | – | – | – | – | 5,660 | $385,392 | – | – | ||||
| 2016 | 20,000 | 10,000 | $47.39 | 5/3/2026 | – | – | – | – | ||||
| 2015 | 14,500 | 14,500 | $47.27 | 5/21/2025 | – | – | – | – | ||||
| 2014 | 20,250 | 6,750 | $45.56 | 12/5/2024 | – | – | – | – | ||||
| 2013 | 9,000 | – | $35.32 | 5/1/2023 | – | – | – | – | ||||
| 2012 | 8,000 | – | $40.74 | 5/2/2022 | – | – | – | – | ||||
| 2011 | 6,000 | – | $52.80 | 5/4/2021 | – | – | – | – | ||||
| 2010 | 6,000 | – | $40.64 | 5/5/2020 | – | – | – | – | ||||
| 2009 | 6,000 | – | $37.13 | 5/6/2019 | – | – | – | – | ||||
| Bradley S. Powell | ||||||||||||
| 2018 | – | – | – | – | 7,350 | $500,439 | – | – | ||||
| 2017 | – | – | – | – | 6,399 | $435,713 | – | – | ||||
| 2016 | 34,000 | 17,000 | $47.39 | 5/3/2026 | – | – | – | – | ||||
| 2015 | 26,000 | 26,000 | $47.27 | 5/21/2025 | – | – | – | – | ||||
| 2014 | 36,000 | 12,000 | $45.56 | 12/5/2024 | – | – | – | – | ||||
| 2013 | 5,000 | – | $35.32 | 5/1/2023 | – | – | – | – | ||||
| 2012 | 10,000 | – | $40.74 | 5/2/2022 | – | – | – | – | ||||
| 2011 | 8,000 | – | $52.80 | 5/4/2021 | – | – | – | – | ||||
| 2010 | 20,000 | – | $40.64 | 5/5/2020 | – | – | – | – | ||||
| 2009 | 10,000 | – | $37.13 | 5/6/2019 | – | – | – | – | ||||
(1) | |
RSU awards vest annually over 3 years from the date they are |
(2) | Assumes PSU payout at target levels. PSU granted in |
(3) | |
Market value determined by the closing market stock price of |
38 | Expeditors International of Washington, Inc.
Potential Payments upon Termination & Change in Control
The Company has employment agreements with each NEO and maintains certain plans under which it provides compensation to the NEO in the event of a termination of employment or a change in control.
The following table and accompanying footnotes illustrate the payments that would be due to each of the NEO under all applicable termination scenarios, assuming the triggering event took place on December 31, 2018:2021:
|
| Involuntary |
| Voluntary |
|
|
|
| Termination |
| Termination |
|
|
|
| with Cause | Voluntary | Including | Involuntary |
|
| Involuntary | with Non- | Termination | Retirement with | Termination |
|
| Termination | Compete | Including | Non-Compete | without | Death or |
| with Cause (1) | Agreement (1) | Retirement (2,3) | Agreement (1,2,3) | Cause (2,3,4) | Disability (5) |
Jeffrey S. Musser |
|
|
|
|
|
|
Employment Agreement | — | $50,000 | — | $50,000 | $5,063,179 | — |
Restricted Stock Units | — | — | $3,999,306 | $3,999,306 | $3,999,306 | $3,999,306 |
Performance Stock Units | — | — | $3,234,083 | $3,234,083 | $3,234,083 | $3,234,083 |
Total | — | $50,000 | $7,233,389 | $7,283,389 | $12,296,568 | $7,233,389 |
Eugene K. Alger |
|
|
|
|
|
|
Employment Agreement | — | $50,000 | — | $50,000 | $3,739,725 | — |
Restricted Stock Units | — | — | $1,616,110 | $1,616,110 | $1,616,110 | $1,616,110 |
Performance Stock Units | — | — | $1,306,867 | $1,306,867 | $1,306,867 | $1,306,867 |
Total | — | $50,000 | $2,922,977 | $2,972,977 | $6,662,702 | $2,922,977 |
Daniel R. Wall |
|
|
|
|
|
|
Employment Agreement | — | $50,000 | — | $50,000 | $3,322,087 | — |
Restricted Stock Units | — | — | $1,616,110 | $1,616,110 | $1,616,110 | $1,616,110 |
Performance Stock Units | — | — | $1,306,867 | $1,306,867 | $1,306,867 | $1,306,867 |
Total | — | $50,000 | $2,922,977 | $2,972,977 | $6,245,064 | $2,922,977 |
Richard H. Rostan |
|
|
|
|
|
|
Employment Agreement | — | $50,000 | — | $50,000 | $3,316,976 | — |
Restricted Stock Units | — | — | $1,430,527 | $1,430,527 | $1,430,527 | $1,430,527 |
Performance Stock Units | — | — | $1,156,770 | $1,156,770 | $1,156,770 | $1,156,770 |
Total | — | $50,000 | $2,587,297 | $2,637,297 | $5,904,273 | $2,587,297 |
Bradley S. Powell |
|
|
|
|
|
|
Employment Agreement | — | $50,000 | — | $50,000 | $3,737,169 | — |
Restricted Stock Units | — | — | $1,616,110 | $1,616,110 | $1,616,110 | $1,616,110 |
Performance Stock Units | — | — | $1,306,867 | $1,306,867 | $1,306,867 | $1,306,867 |
Total | — | $50,000 | $2,922,977 | $2,972,977 | $6,660,146 | $2,922,977 |
Involuntary Termination with Cause(1) | Involuntary Termination with Cause with Non-Compete Agreement(1) | Voluntary Termination(2) | Voluntary Termination with Non-Compete Agreement (1,2) | Involuntary Termination without Cause (2,3) | Death or Disability(4) | |
| Jeffrey S. Musser | ||||||
| Employment Agreement | — | $50,000 | — | $50,000 | $2,206,096 | — |
| Stock Options | — | — | — | — | — | — |
| Restricted Stock Units | — | — | 2,316,260 | 2,316,260 | 2,316,260 | 2,316,260 |
| Performance Stock Units | — | — | 1,486,185 | 1,486,185 | 1,486,185 | 1,486,185 |
| Total | — | $50,000 | $3,802,445 | $3,852,445 | $6,008,541 | $3,802,445 |
| Eugene K. Alger | ||||||
| Employment Agreement | — | $50,000 | — | $50,000 | $1,898,356 | — |
| Stock Options | — | — | — | — | — | — |
| Restricted Stock Units | — | — | 936,152 | 936,152 | 936,152 | 936,152 |
| Total | — | $50,000 | $936,152 | $986,152 | $2,834,508 | $936,152 |
| Daniel R. Wall | ||||||
| Employment Agreement | — | $50,000 | — | $50,000 | $1,693,837 | — |
| Stock Options | — | — | — | — | — | — |
| Restricted Stock Units | — | — | 936,152 | 936,152 | 936,152 | 936,152 |
| Total | — | $50,000 | $936,152 | $986,152 | $2,629,989 | $936,152 |
| Richard H. Rostan | ||||||
| Employment Agreement | — | $60,000 | — | $60,000 | $1,696,585 | — |
| Stock Options | — | — | — | — | — | — |
| Restricted Stock Units | — | — | 828,343 | 828,343 | 828,343 | 828,343 |
| Total | — | $60,000 | $828,343 | $888,343 | $2,524,928 | $828,343 |
| Bradley S. Powell | ||||||
| Employment Agreement | — | $50,000 | — | $50,000 | $1,897,290 | — |
| Stock Options | — | — | — | — | — | — |
| Restricted Stock Units | — | — | 936,152 | 936,152 | 936,152 | 936,152 |
| Total | — | $50,000 | $936,152 | $986,152 | $2,833,442 | $936,152 |
(1) | |
Following an executive officer's resignation, or when terminating an executive officer for cause, the Company may, in its sole discretion, invoke a six-month non-compete provision contained in the employment agreements for a lump sum payment representing 50% of the executive officer’s base salary. The term “cause” as defined in the employment agreement is any act of an executive officer, which in the reasonable judgment of the Board of Directors, constitutes dishonesty, larceny, fraud, deceit, gross negligence, a crime involving moral turpitude, willful misrepresentation to shareholders, Directors or officers or material breach of the employment agreement. |
(2) | |
NEO are retirement eligible if they either have (i) attained the age of 55 and completed at least 10 years of continuous service, or (ii) completed at least 30 years of continuous service. All NEO were retirement eligible. With respect to RSU and PSU grants, “retirement” means the voluntary or involuntary termination of employment for any reason other than for cause, disability or death. Upon such voluntary or involuntary termination of employment for any reason other than for cause, disability or death, all RSU vest and PSU awards vest at the end of the performance period based on actual performance. |
(3) | For PSU awards, if terminated prior to the commencement or completion of a performance period, then (i) unvested PSU granted during the prior six-month period will be forfeited; (ii) provided that the NEO timely executes a waiver and release of claims against the Company, a prorated portion (based on service completed at the time of termination) of unvested PSU will be eligible to become vested at the end of the applicable performance period, based on actual achievement of performance goals; and (iii) all other unvested PSU shall be forfeited. For RSU awards, if terminated prior to a scheduled vesting date, then (i) unvested RSU granted during the prior six month period will be forfeited; (ii) provided that the NEO timely executes a waiver and release of claims against the Company, those RSU that otherwise would have vested during the twelve (12) month period following the NEO’s termination will immediately become vested upon the NEO’s termination; and (iii) all other unvested RSU shall be forfeited. PSU will be paid out shortly after the performance period ends and RSU will be paid out shortly after the scheduled vesting date set forth in the RSU Agreement. |
(4) | When terminating an executive without cause, the Company must pay the executive officer cash compensation in a lump sum amount equal to 50% of his or her base salary plus 50% of the amount of the preceding twelve months of non-equity incentive compensation, which automatically extends the non-compete provision for an additional six months. |
(5) | |
Upon the death or disability of an NEO, the NEO or NEO's estate shall be entitled payment or settlement, within 90 days of the NEO's death or disability, of all unvested |
Notice of Annual Meeting & Proxy Statement | 39
Under NEO employment agreements, no cash payments are due upon a "change in control." The following table and accompanying footnotes illustrate the payments that would be due to each of the NEO under all applicable “change in control” scenarios relative to their equity awards, assuming the triggering event took place on December 31, 2018:2021:
| Change in Control with | Change in Control | Qualifying Termination after a |
| RSU/PSU Replacement | without RSU/PSU | Change in Control with RSU/PSU |
| Awards (1,2) | Replacement Awards (1,2,3) | Replacement Awards (1,2,4,5) |
Jeffrey S. Musser |
|
|
|
Restricted Stock Units | — | $3,999,306 | $3,999,306 |
Performance Share Units | — | $3,234,083 | $3,234,083 |
Total | — | $7,233,389 | $7,233,389 |
Eugene K. Alger |
|
|
|
Restricted Stock Units | — | $1,616,110 | $1,616,110 |
Performance Share Units | — | $1,306,867 | $1,306,867 |
Total | — | $2,922,977 | $2,922,977 |
Daniel R. Wall |
|
|
|
Restricted Stock Units | — | $1,616,110 | $1,616,110 |
Performance Share Units | — | $1,306,867 | $1,306,867 |
Total | — | $2,922,977 | $2,922,977 |
Richard H. Rostan |
|
|
|
Restricted Stock Units | — | $1,430,527 | $1,430,527 |
Performance Share Units | — | $1,156,770 | $1,156,770 |
Total | — | $2,587,297 | $2,587,297 |
Bradley S. Powell |
|
|
|
Restricted Stock Units | — | $1,616,110 | $1,616,110 |
Performance Share Units | — | $1,306,867 | $1,306,867 |
Total | — | $2,922,977 | $2,922,977 |
Change in Control with RSU/PSU Replacement Awards (1,2) | Change in Control without RSU/PSU Replacement Awards (1,2,4) | Qualifying Termination after a Change in Control with RSU/PSU Replacement Awards (1,2,5,6) | |
| Jeffrey S. Musser | |||
Stock Options(3) | $2,409,720 | $2,409,720 | $2,409,720 |
| Restricted Stock Units | — | 2,316,260 | 2,316,260 |
| Performance Share Units | — | 1,486,185 | 1,486,185 |
| Total | $2,409,720 | $6,212,165 | $6,212,165 |
| Eugene K. Alger | |||
Stock Options(3) | $1,163,580 | $1,163,580 | $1,163,580 |
| Restricted Stock Units | — | 936,152 | 936,152 |
| Total | $1,163,580 | $2,099,732 | $2,099,732 |
| Daniel R. Wall | |||
Stock Options(3) | $1,184,048 | $1,184,048 | $1,184,048 |
| Restricted Stock Units | — | 936,152 | 936,152 |
| Total | $1,184,048 | $2,120,200 | $2,120,200 |
| Richard H. Rostan | |||
Stock Options(3) | $660,968 | $660,968 | $660,968 |
| Restricted Stock Units | — | 828,343 | 828,343 |
| Total | $660,968 | $1,489,311 | $1,489,311 |
| Bradley S. Powell | |||
Stock Options(3) | $1,163,580 | $1,163,580 | $1,163,580 |
| Restricted Stock Units | — | 936,152 | 936,152 |
| Total | $1,163,580 | $2,099,732 | $2,099,732 |
(1) | |
“Change in Control” means |
(2) | |
An unmodified RSU or PSU surviving a Change in Control would qualify as a "Replacement Award." |
(3) | |
For PSU assumes that actual performance through the date of the Change in Control is not greater than the |
(4) | |
The term "Qualifying Termination" is an involuntary termination without cause or a voluntary termination with Good Reason that occurs within two years of a Change in Control involving Replacement Awards. |
(5) | |
For PSU assumes that actual performance through the date of the Change in Control is not greater than the |
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information as of December 31, 20182021 regarding compensation plans under which equity securities of the Company are authorized for issuance:
| (a) | (b) | (c) |
|
|
| Number of Securities |
|
|
| Available for Future |
| Number of Securities to | Weighted-Average | Issuance Under Equity |
| be Issued Upon Exercise | Exercise Price of | Compensation Plans |
| of Outstanding Options & | Outstanding Options & | (Excluding Securities |
Plan Category | Rights (1) | Rights (2) | Reflected in Column (a)) (3) |
Equity Compensation Plans Approved by Security Holders | 3,592,463 | $44.07 | 4,349,322 |
Equity Compensation Plans Not Approved by Security Holders | — | — | — |
Total | 3,592,463 | $44.07 | 4,349,322 |
| (a) | (b) | (c) | |
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options & Rights (1) | Weighted-Average Exercise Price of Outstanding Options & Rights (2) | Number of Securities Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (3) |
| Equity Compensation Plans Approved by Security Holders | 10,228,276 | $44.60 | 2,255,752 |
| Equity Compensation Plans Not Approved by Security Holders | – | – | – |
| Total | 10,228,276 | $44.60 | 2,255,752 |
(1) | |
Represents shares issuable upon exercise of outstanding stock options, vesting of outstanding restricted stock units and performance stock units that will vest if target levels are achieved. |
(2) | |
The weighted average exercise price does not take into account the shares issuable upon vesting of outstanding restricted stock units and performance stock units, which have no exercise price. |
(3) | |
Includes |
40 | Expeditors International of Washington, Inc.
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm. The Audit Committee is recommending the approval of the appointment of KPMG LLP as registered independent public accountants for the Company to audit the consolidated financial statements for 2019.2022. If shareholders do not approve, the Audit Committee will reconsider the appointment.
Relationship with Independent Registered Public Accounting Firm
KPMG provided the following audit and other services during 20182021 and 2017:2020:
| 2021 | 2020 |
|
Audit Fees | $2,940,000 | $2,795,000 | Includes fees associated with the annual integrated audit of the Company’s consolidated financial statements and internal control over financial reporting, statutory audits of foreign subsidiaries, and a registration statement. |
Audit-Related Fees | 12,000 | 12,000 | Includes fees for attestation reports for international subsidiaries. |
Tax Fees | — | — |
|
All Other Fees | — | — |
|
Total Fees | $2,952,000 | $2,807,000 |
|
| 2018 | 2017 | |||
| Audit Fees | $2,749,000 | $2,913,000 | Includes fees associated with the annual integrated audit of the Company’s consolidated financial statements and internal control over financial reporting, statutory audits of foreign subsidiaries, and a registration statement. | |
| Audit-Related Fees | 17,000 | 16,000 | Includes fees for attestation reports for international subsidiaries. | |
| Tax Fees | 201,000 | 87,000 | Includes fees for tax advice and compliance. No fees were paid to KPMG in either year for tax planning. | |
| All Other Fees | – | – | ||
| Total Fees | $2,967,000 | $3,016,000 | ||
The Audit Committee has established a policy that prohibits the Company from retaining its principal independent registered public accounting firm for any engagements other than those that could be described above as audit, audit-related or other services pre-approved by the Audit Committee. In all cases, the Audit Committee approvesapproved 100% of the services to be provided in advance to determine whether they would be compatible with maintaining KPMG’s independence.
The Audit Committee also reviews and approves an annual budget for specific categories of non-audit services (that are detailed as to the particular services), which KPMG is to be permitted to provide (those categories do not include any of the prohibited services in the auditor independence provisions of the Sarbanes-Oxley Act of 2002). This review includes an evaluation of the possible impact of the provision of such services by KPMG on the firm’s independence in performing its audit and audit-related services.
The Audit Committee and the Company’s Board of Directors believe that the continued retention of KPMG as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders. The Company has been advised by KPMG that it will have a representative present at the Annual Meeting who will be available to respond to appropriate questions. The representative will also have the opportunity to make a statement if he or she desires to do so.
✓ | The Board of Directors recommends a vote FOR this proposal. | |
Notice of Annual Meeting & Proxy Statement | Expeditors International of Washington, Inc.
The Audit Committee is dedicated to overseeing all accounting and financial reporting processes, including underlying internal controls, audits, and the transparency of disclosures in the Company’s financial reports. The Audit Committee Charter is available on our website at
https://investor.expeditors.com.Audit Committee
All members are independent under Exchange Act and NASDAQ rules. The Board has determined that Mr. McCune qualifiesMs. Polius and Messrs. Carlile and Pedersen qualify as an "audit committee financial expert"experts" as defined under applicable SEC rules.
Key Responsibilities
:Maintain oversight of financial accounting and reporting and underlying internal controlscontrols.
Assist the Board in discharging its fiduciary responsibilities and the adequacy of disclosures to shareholders and to the publicpublic.
Maintain oversight responsibility for the Company’s independent registered public accounting firmfirm.
Assure the independence of the Company’s independent registered public accounting firmfirm.
Meet with the Company’s internal audit staff and members of the independent registered public accounting firm to review auditing plans, scopes and findingsfindings.
Facilitate open communication among Directors, the Company’s independent registered public accounting firm, internal auditors and managementmanagement.
Oversee enterprise risks assigned to the Committee by the BoardBoard.
2021 Committee Highlights
The
Audit Committee met four times inContinued oversight of the development and implementation of the Company’s new accounting systemsystem.
Continued oversight of the Company’s implementation of the Tax Cuts and Jobs Act (the "Act")Act) and related interpretationsinterpretations.
The addition of two new Directors to the Committee, each of whom qualifies as an "audit committee financial expert" as defined under applicable SEC rules.
Management is responsible for the Company’s internal controls and the financial reporting process. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements, and internal control over financial reporting, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”)(PCAOB) and for issuing reports thereon.
The Audit Committee has reviewed and discussed with management the Company’s audited consolidated financial statements for the year ended December 31, 2018.2021. The Audit Committee has discussed with KPMG LLP (“KPMG”)(KPMG), the Company’s independent registered public accounting firm for 2018,2021, the matters required to be discussed under the rules adopted by the PCAOB.PCAOB and the Securities Exchange Commission (SEC), as well as critical audit matters. In addition, the Audit Committee has received from KPMG the written disclosures and the letter required by the PCAOB regarding KPMG’s communications with the Audit Committee concerning independence, and discussed with KPMG the auditor’s independence from the Company and its management.
Based upon the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the Company’s audited consolidated financial statements be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
Audit Committee:
Robert Carlile, Chair
James DuBois
42 | Expeditors International of Annual Meeting & Proxy Statement | 38
The Company has submitted a no-action request to the Staff of the SEC regarding the following shareholder proposal. If the Staff does not object to our omission of the following shareholder proposal from these materials, the Company does not intend to present the proposal at the Meeting.
PROPOSAL NO. 5:4: POLITICAL SPENDING DISCLOSURE SHAREHOLDER RESOLUTION
Resolved,
shareholders request that the Company provide1. | Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum. |
2. | Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, |
a. | The identity of the recipient as well as the amount paid to each; |
b. | and b. The title(s) of the person(s) in the Company responsible for |
The report shall be presented to the board of directors or relevant board committee and posted on the Company
Supporting Statement
As a long-term shareholder of Expeditors since 2010, I support transparency and accountability in corporate electoral spending. This includes any activity considered intervention in a political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations, and independent expenditures or electioneering communications on behalf of federal,
Disclosure is in the best interest of the company and its shareholders. The Supreme Court recognized this in its 2010 Citizens United decision, which said, "[D]isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages."
Relying on publicly available data does not provide a complete picture of theour Company's electoral spending. For example, the Company's payments to trade associations that may be used for election-related activities are undisclosed and unknown. This proposal asks the Company to disclose all of its electoral spending, including payments to trade associations and other tax-exempttax exempt organizations, which may be used for electoral purposes. This would bring our Company in line with a growing number of leading companies, including Universal [sic] Parcel Service, Inc., Boeing,
The Company's Board and shareholders need comprehensive disclosure to fully evaluate the use of corporate assets in elections. Please support this critical governance reform.
Political Disclosure Shareholder Resolution - Proposal 5
Company Statement in Opposition
The Board has considered this proposal and concluded that it is not in the best interests of our shareholders because it is unnecessary and addresses an issue that is already addressedexpressly prohibited by current Company policypolicies and our Code of Business Conduct.
Fundamentally, we do not believe that it is our Company’s proper role, or in our Company’s interests, to seek to influence political campaigns or election outcomes. We think this practice is best left to individuals acting in their own private capacity and, as such, we encourage all our employees, directors and officers to participate in community and political activities on an individual basis if they so wish. Those who do participate in community and political activities do so as individual citizens and not as representatives of Expeditors. Rather than making donations to political campaigns and political parties, we believe that our Company is best served by investing in our business or, where appropriate, by returning capital to our shareholders. Forms of political support prohibited by our Code include not only direct contributions, but also extend to indirect contributions to trade associations or industry groups for the
Notice of Annual Meeting & Proxy Statement | 43
purpose of electioneering or making a campaign donation on our behalf, and any activity that would be considered intervention in a political campaign under the Internal Revenue Code.
Furthermore, a key part of our culture is integrity, which reflects our unwavering commitment to strict compliance with both the letter and the spirit of all applicable laws. As such,laws and our company policies. Consistent with our culture, Expeditors does not endorsehas implemented clear written policies against endorsing political parties or individual candidates, contributecontributing funds to political campaigns, or makemaking of any Expeditors' premises available for political or
“Those who do participate in community and political activities do so as individual citizens and not as representatives of Expeditors. You are not authorized to use Expeditors’ premises for (orpolitical or campaign purposes. Similarly, you are not authorized to contribute (either directly or indirectly) Expeditors’ funds in support of)of political or campaign purposes. Expeditors does not directly or indirectly support or endorse political parties, campaigns, or individual candidates.”
All employees take mandatory training on our Code annually. Our full Code of Business Conduct is available at
https://investor.expeditors.com/corporate-governance/governance-documentsAccordingly, we believe that adoption of this proposal is unnecessary given our current Company policy against endorsing political candidates or contributing funds to political causes, as well as our corporate policy against employee involvement in political activities on Company premises or on the Company’s behalf. If adopted, this proposal couldit would cause Expeditors to incur undue cost and administrative burden with noin preparing needless reports without delivering any commensurate benefit or value to our shareholders.
Accordingly, the Board of Directors unanimously recommends that the Shareholders vote AGAINST Proposal No. 54 -
X | The Board of Directors recommends a vote AGAINST this proposal. | |
44 | Expeditors International of Annual Meeting & Proxy Statement | 40
Majority Vote Standard for Director Elections
The Company’s Bylaws require that in an uncontested election each Director will be elected by the vote of the majority of the votes cast. A majority of votes cast means that the number of shares cast “for” a Director’s election exceeds the number of votes cast “against” that Director. A share that is otherwise present at the meeting but for which there is an abstention, or to which a shareholder gives no authority or direction, shall not be considered a vote cast.
In an uncontested election, a nominee who does not receive a majority of the votes cast will not be elected. An incumbent Director who is not elected because he or she does not receive a majority vote will continue to serve as a holdover Director until the earliest of: (a) 90 days after the date on which an inspector determines the voting results as to that Director; (b) the date on which the Board of Directors appoints an individual to fill the position held by that Director; or (c) the date of the Director’s resignation. Under the Company’s resignation policy, any Director who does not receive a majority vote in an uncontested election will resign immediately.
The Board may fill any vacancy resulting from the non-election of a Director as provided in the Company’s Bylaws. The Nominating and Corporate Governance Committee will consider promptly whether to fill the position of a nominee who fails to receive a majority vote in an uncontested election and may make a recommendation to the Board of Directors about filling the position. The Board will act on the Committee’s recommendation and, within 90 days after the certification of the shareholder vote, will disclose publicly its decision. Except as provided in the next sentence, no Director who fails to receive a majority vote for election will participate in the Committee recommendation or Board decision about filling his or her office. If no Director receives a majority vote in an uncontested election, then the incumbent Directors: (a) will nominate a slate of Directors and hold a special meeting for the purpose of electing those nominees as soon as practicable; and (b) may in the interim fill one or more positions with the same Director(s) who will continue in office until their successors are elected.
2021 CEO Pay Ratio Disclosure
As required by Item 402(u) of Regulation S-K, we are providing the following information to explain the relationship between the annual total compensation of our estimated median employee and the annual total compensation of Jeffrey S. Musser, President and Chief Executive Officer (the “CEO”)CEO).
For the year ended December 31, 2018,2021, the annual total compensation of the estimated median employee (other than our CEO) was $43,730$68,690 and the annual total compensation of Mr. Musser was $6,915,480.$13,026,304. Based on this information, the ratio of the annual total CEO compensation to the annual total compensation of the estimated median employee was 158190 to 1. SEC rules allow us to identify our median employee once every three years unless there has been a change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change in our pay ratio disclosure. Because the compensation of the median employee utilized in last year’s proxy statement was significantly higher in 2018 than in 2017, due primarily to increased overtime payments in 2018, we concluded that it is no longer appropriate to use the originally identified 2017 median employee as we believe using this employee would not accurately reflect our median pay and would reduce the comparability of compensation year over year. As permitted by SEC rules, we identified a substitute median employee whose 2017 compensation was substantially similar to the original median employee’s 2017 compensation, based on the same compensation measure used to select the original median employee, and whose 2018 compensation we believe is more representative of our median compensation in 2018.
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee��semployee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices, geographic distribution of employees, and mix of salaried vs. hourly employees and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology we used in 20172020 was as follows:
i. | |
We determined our employee population (including full-time and part-time), less employees from |
ii. | |
We used a consistently applied compensation measure, which included base salary, overtime, bonus, commission, and other compensation recorded in our payroll records and annualized the cash compensation recorded in our payroll systems of active employees on December 31, |
iii. | |
For purposes of identifying the median employee, we utilized average foreign exchange rates |
Other Business
As of the date of this Proxy Statement, management knows of no other business that will be presented for action at the meeting. If any other business requiring a vote of the shareholders should properly come before the meeting, the persons designated as your proxies will vote or refrain from voting in accordance with their best judgment.
Notice of Annual Meeting & Proxy Statement | 45
Certain Relationships & Related Transactions
The following section describes, since the beginning of the year ended December 31, 2018,2021, (a) transactions in which the Company or any of its subsidiaries was a party, in which the amount involved exceeded $120,000 and in which a Director, a Director nominee, an executive officer, any immediate family member of a director, director nominee or executive officer, a security holder known to own more than 5% of the Company’s Common Stock or any immediate family member of the security holder had, or will have, a direct or indirect material interest or (b) certain business relationships that existed between the Company and Directors or director nominees, or between the Company and entities affiliated with such Directors or Director nominees. The Company’s written policy and procedures with respect to any related person transaction between the Company and any related person requiring disclosure under Item 404(a) of Regulation S-K under the Exchange Act, is that such transaction is consummated only if the Audit Committee approves or ratifies such transaction (or the disinterested members of the Board of Directors approve or ratify such transaction).
Glenn M. Alger, a Director, and Eugene K. Alger, an NEO, are brothers, and their compensation is described elsewhere in this proxy statement. Alain MoniéKurt Sabor is the Chief Executive Officer of Ingram Micro Inc., which is a customer of the Company. In 2018, the Company invoiced Ingram Micro Inc. approximately $13 million for services rendered in the ordinary course of business. Brian and Stephen Coughlin are brothers of Philip M. Coughlin, Chief Strategy Officer. Brian Coughlin is employed as District Manager of the Company’s Chicago office and earned total compensation of $1,087,059 in 2018, including a RSU grant with a fair market value of $30,059. Stephen Coughlin is employed as Account Manager-Project & Energy Services and earned total compensation of $171,686 in 2018, including a RSU grant with a fair market value of $15,029. Amanda Sabor and Kurt Sabor are, respectively, daughter and son-in-law of Richard H. Rostan, President, Global Geographies and Operations. Amanda Sabor is a Customer Retention and Development Manager in the Chicago office and earned total compensation of $141,896 in 2018. Kurt Sabor is a Transcon Manager in the Chicago office and earned total compensation of $244,558$620,837 in 2018.
Voting Procedures
Only shareholders of record at the close of business on March 12, 20198, 2021 (the “Record Date”)Record Date) will be entitled to notice of and to vote at the meeting. On or about March 27, 2019,22, 2022, the Company will mail to shareholders either: (a) a notice of Internetinternet availability of proxy materials, which will indicate how to access the proxy materials on the Internet,internet, or (b) a copy of the Proxy Statement, a form of proxy and an Annual Report.
You may instruct the proxies to vote ‘‘FOR’’ or ‘‘AGAINST’’ each proposal, or you may instruct the proxies to ‘‘ABSTAIN’’ from voting. Each share of our Common Stock outstanding on the record date will be entitled to one vote on each of the 10nine director nominees and one vote on each other proposal. If the accompanying form of proxy is properly executed and returned, the shares represented thereby will be voted in accordance with the instructions specified thereon. In the absence of instructions to the contrary, such shares will be voted in accordance with the Board’s recommendations.
Whether or not you plan to attend the meeting in person, please submit your vote and proxy by telephone, by mail or by Internetinternet in accordance with the instructions on your proxy card or voting instruction form. This will ensure a quorum at the meeting. The giving of the proxy will not affect your right to vote at the meeting if the proxy is revoked in the manner set forth in the accompanying Proxy Statement.
Abstentions are counted for quorum purposes. If you return a signed proxy card/voting instruction form to allow your shares to be represented at the Annual Meeting, but do not indicate how your shares should be voted on one or more proposals listed above, then the proxies will vote your shares as the Board of Directors recommends on those proposals.
Any shareholder executing a proxy has the power to revoke it at any time prior to the voting thereof on any matter (without, however, affecting any vote taken prior to such revocation) by delivering written notice to the Secretary of the Company, by executing and delivering to the Company another proxy dated as of a later date or by voting in person at the meeting.
If your common stock is held in “street name” through a broker, bank or other nominee, you will receive instructions from that organization that you must follow in order to have your shares voted. If you hold your shares in street name, it is critical that you cast your vote if you want it to count in the election of Directors and the non-binding vote approving compensation of NEO, approval of an amendment to the Employee Stock Purchase Plan, and one shareholder proposal. If you hold your shares in street name and you do not instruct your bank or broker how to vote in these matters, no votes will be cast on your behalf. Your bank or broker will only have discretion to vote any uninstructed shares on the ratification of the appointment of KPMG as the Company’s independent registered public accounting firm.
46 | Expeditors International of Washington, Inc.
Voting Securities
The only outstanding voting securities of the Company are shares of Common Stock. As of the Record Date, there were 171,856,887167,398,064 shares of Common Stock issued and outstanding, and each such share is entitled to one vote at the Annual Meeting. The presence in person or by proxy of holders of record of a majority of the outstanding shares of Common Stock is required to constitute a quorum for the transaction of business at the Annual Meeting. Shares of Common Stock underlying abstentions and broker non-votes will be considered present at the Annual Meeting for the purpose of determining whether a quorum is present.
Under Washington law and the Company’s Bylaws, all proposals to be addressed at the Annual Meeting of Shareholders, including the election of each Director, will be approved if the votes cast by voters physically present at the Annual Meeting or represented by proxy in favor of the proposal or Director exceed the votes cast against such proposal or Director, as applicable. Abstentions and, except for Proposal 4,3, broker non-votes will not be counted either in favor of or against such proposals or the election of such Directors and, therefore, will have no effect on the outcomes of such proposals or the election of such Directors. For Proposal 4,3, the ratification of the appointment of KPMG as the Company's independent registered public accounting firm, brokers will have the discretion to vote uninstructed shares.
No cumulative voting rights are authorized, and dissenters’ rights are not applicable to any of the matters being voted on. Proxies and ballots will be received and tabulated by Computershare Trust Company, N.A., an independent business entity not affiliated with the Company. The Common Stock is listed for trading on the NASDAQ Global Select Market under the symbol EXPD. The last sale price for the Common Stock, as reported by NASDAQ on March 12, 2019,8, 2022, was $76.57$100.13 per share.
Solicitation of Proxies
The proxy accompanying this Proxy Statement is solicited by the Board of Directors of the Company. Proxies may be solicited by officers, Directors and regular supervisory and executive employees of the Company; none will receive any additional compensation for their services. In addition, the Company has agreed to pay the firm of D.F. King & Co., Inc. a fee of $10,000 plus reasonable expenses for proxy solicitation services. Solicitations of proxies may be made personally, or by mail, email, telephone, facsimile or messenger.
The Company, if requested, will pay persons holding shares of Common Stock in their names or in the names of nominees, but not owning such shares beneficially, such as brokerage houses, banks and other fiduciaries, for the expense of forwarding soliciting materials to their principals. All such costs of solicitation of proxies will be paid by the Company.
Notice of Annual Meeting & Proxy Statement | Expeditors International of Washington, Inc.
Pursuant to Rule 14a-8 under the Exchange Act, certain shareholder proposals may be eligible for inclusion in the Company’s proxy materials for the 20202023 Annual Meeting of Shareholders. In order to be eligible for inclusion, such proposals must be received by the Secretary at the Company’s principal executive offices no later than November 28, 2019.24, 2022. Such proposals also must comply with Securities and Exchange Commission regulations regarding the inclusion of shareholder proposals in company-sponsored materials.
The Company’s Bylaws provide a formal procedure for bringing business before the Annual Meeting of Shareholders. A shareholder proposing to present a matter (other than a proposal brought pursuant to Rule 14a-8 under the Exchange Act) before the 20202023 Annual Meeting of Shareholders or to nominate a candidate for election to the Board of Directors at the 20202023 Annual Meeting of Shareholders (other than a proxy access candidate) must deliver notice of the proposal or nomination to the Secretary at the Company’s principal executive offices between the close of business on January 7, 20203, 2023 through the close of business on February 6, 2020.2, 2023. In the event that the date of the Annual Meeting of Shareholders is more than 30 days before or more than 60 days after May 5, 2020,2, 2023, notice of the proposal or nomination must be delivered to the Secretary at the Company’s principal executive offices not earlier than the 120th day prior to the date of the Annual Meeting and not later than the later of the 90th day prior to the date of the Annual Meeting or, if the first public announcement of the date of the Annual Meeting is less than 100 days prior to the date of the Annual Meeting, the 10th day following the day on which the Company first makes a public announcement of the date of the meeting. The shareholder’s notice must include the specified information concerning the proposal or nominee as described in the Company’s Bylaws. The Company will not consider any proposal or nomination that does not meet the Company’s bylaw requirements or SEC requirements for submitting a proposal or nomination. Pursuant to Rule 14a-4(c)(1) under the Exchange Act, the proxies designated by the Company for the 20202023 Annual Meeting of Shareholders will have discretionary authority to vote with respect to any matter presented at the meeting if the Company has not received notice of the matter by the dates required under the Company’s Bylaws, as described above, and in certain other instances specified in that rule.
An eligible shareholder seeking to nominate a proxy access candidate for election to the Board of Directors at the 20202023 Annual Meeting of Shareholders must deliver notice of the nomination to the Secretary at the Company’s principal executive offices between the close of business on October 29, 201925, 2022 through the close of business on November 28, 2019.
A shareholder seeking to recommend a nominee to the Nominating and Corporate Governance Committee for election to the Board of Directors at the 2023 Annual Meeting of Shareholders must deliver notice of the nomination to the Secretary at the Company’s principal executive offices by November 24, 2022.
Householding
In line with our green initiatives and to reduce the expenses of delivering duplicate materials, we are taking advantage of the Securities and Exchange Commission’s “householding” rules, which permit us to deliver only one set of proxy materials (or one Notice of Internet Availability of Proxy Materials) to shareholders who share an address unless otherwise requested. If you share an address with another shareholder and have received only one set of materials, you may request a separate copy at no cost to you by contacting your broker, if you hold shares in a brokerage account. Alternatively, you may call Broadridge Financial Solutions at 1-866-540-7095 or write to Benjamin G. Clark, Senior Vice President, General Counsel and Corporate Secretary, 1015 Third Avenue, Seattle, Washington 98104. For future Annual Meetings you may request separate materials, or request that we send only one set of materials to you ifIf you are receiving multiplea registered shareholder and would like to either participate in householding or receive separate copies by contacting one of the parties listed above.
Expeditors International of Washington, Inc.
