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Together, we move the world’s supply chains C.H. Robinson brings together customers, carriers, and suppliers to connect supply chains. As the world’s largest and most connected logistics platform, we operate at the heart of global commerce. People get the goods they need through our scale, multimodal solutions, technology, and global teams. With nearly 17,000 supply chain experts in over 35 countries, we are the way supply chains move. | ||||||||||||||||||||
 | Mission Our people, processes, and technology improve the world’s transportation and supply chains, delivering exceptional value to our customers and suppliers. | |||||||||||||||||||
 | Vision Accelerating commerce through the world’s most powerful supply chain platform. | |||||||||||||||||||
 | Our Leading EDGE Values | |||||||||||||||||||
1.Evolve Constantly Challenge the status quo and surface new ideas. 2.Deliver Excellence Encourage big thinking to consistently drive value. | 3.Grow Together Serve and empower our teams to grow and advance. 4.Embrace Integrity Recognize diversity makes us a smarter, stronger team. | |||||||||||||||||||
“C.H. Robinson continues to be uniquely positioned to deliver an unparalleled experience for our customers and carriers and is leveraging an unmatched combination of global scale and services, expertise, data, and technology to drive profitable growth.” Jodee Kozlak,Chair of the Board |  | ||||
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Chair of the Board
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Advisory Vote on the Compensation ofNamed Executive Officers (“Say-on-Pay”) | |||||||||||
Advisory Vote on the | |||||||||
PROPOSAL 4 | |||||||||
Ratification of the Selection of Independent Auditors |
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14701 Charlson Road
Eden Prairie, Minnesota 55347
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 10, 2018
TO OUR SHAREHOLDERS:
C.H. Robinson Worldwide, Inc.’s 2018 Annual Shareholders’ Meeting will be held on Thursday, May 10, 2018, at 1:00 p.m., Central Time. You may attend the meeting and vote your shares electronically as part of our virtual meeting of shareholders by visiting www.virtualshareholdermeeting.com/CHRW2018. The meeting will be completely virtual. You will need the control number that is printed in the box marked by the arrow on your
 | DATE AND TIME Thursday, May 4, 2023 at 1:00 p.m. (CT) |  | LOCATION www.virtualshareholdermeeting.com/ CHRW2023 |  | WHO CAN VOTE Shareholders of record at the close of business on March 8, 2023 | ||||||||||||
| Proposals | Board Vote Recommendation | For Further Details | ||||||||||||
| 1 | To elect |  | FOReach director nominee | Page 12 | ||||||||||
| To approve, on an advisory basis, the compensation of | | FOR | Page 42 | ||||||||||||
| 3 | | 1 YEAR | Page 78 | |||||||||||
| 4 | To ratify the selection of Deloitte & Touche LLP as the company’s independent | | FOR | Page 79 |
We will also conduct any other business that properly comes before the meeting and any adjournment or postponement |
Our Board of Directors has selected Wednesday, March 14, 2018, as our record date. Shareholders who own shares of our Common Stock on the record date are entitled to be notified of, and to vote at, our Annual Meeting.
meeting.
By Thursday, March 29, 2018, we will have completed mailing www.proxyvote.com.
Your vote is important. Please vote as soon as possible by using the internet or by telephone. If you receive a paper copy
Ben G. Campbell
Chief Legal Officer and
March 21, 2023
 | Online www.proxyvote.com |  | By 1-800-690-6903 |  | By Mail Mark, date, and sign your proxy card and return it by mail in the | ||||||||||||
 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 4, 2023.The Proxy Statement and the Annual Report are available at www.proxyvote.com. | ||
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March 29, 2018
C.H. ROBINSON WORLDWIDE, INC.
14701 Charlson Road
Eden Prairie, Minnesota 55347
PROXY STATEMENT
FOR THE
2018 ANNUAL MEETING OF SHAREHOLDERS
May 10, 2018
This Proxy Statement is soliciting your proxy for use at the
This proxy is requested by the Board of Directors of
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$24.7B 2022 Total Revenues | 17,400 Employees Worldwide | 100,000 Active Customers Worldwide | 96,000 Active Carriers and Suppliers | ||||||||||||||||||||
| Increase Share | Profitable Growth | Scale Digitally | Optimize Processes | Spend Strategically | ||||||||||||||||||||||
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Total Revenues ($) (in billions) [+7% Y/Y] | Adjusted Gross Profits ($)(1) (in billions) [+14% Y/Y] | ||||
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Income from Operations ($) (in millions) [+17% Y/Y] | Diluted Earnings Per Share ($) [+17% Y/Y] | ||||
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Cash Flow from Operations ($) (in millions) | Capital Distribution ($) (in millions) | ||||
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Industry classifications often label us as a transportation company. In reality, C.H. Robinson is unique from traditional asset-owning transportation companies because we deliver a global suite of solutions without an owned fleet. It’s our adaptable model that uniquely positions us to meet the needs of dynamic supply chain environments—excelling in even the most demanding situations. See some of the key areas we are focusing on | |||||
| Company Culture | àGoing above and beyond is part of our | ||||
| Talent Strategies | àOur talent strategy enables our organization’s focus on scalability through the |
| Environmental, Social & Governance | àC.H. Robinson works to create resilient, sustainable supply chains that drive the global economy and make a àIn spring 2023, we will issue our latest Environmental, Social, and Governance (ESG) Report, and in summer of 2023, we will publish our second annual Task Force on Climate-related Financial Disclosures (TCFD) Report. The TCFD Report is in alignment with the |
We provide our shareholders with the opportunity to access the 2018 Annual Meeting proxy materials over the internet. A Notice of Internet Availability of Proxy Materials is being mailed to all of our shareholders, except those who have previously provided instructions to receive paper copies of our proxy materials. The notice contains instructions on how to access and review our proxy materials on the internet and how to vote your shares. The notice will also tell you how to request our proxy materials in printed form or by email, at no charge, if that is your preference. The notice contains a control number that you will need to vote your shares. Please keep the notice for your reference until after our Annual Meeting.
We will have completed mailing the Notice of Internet Availability of Proxy Materials to our shareholders on March 29, 2018.
General Information
Who is entitled to vote?
Holders of record of C.H. Robinson Worldwide, Inc. Common Stock, par value $0.10 per share, at the close of business on March 14, 2018, are entitled to vote at our Annual Meeting. March 14, 2018, is referred to as the record date. As of the record date, 140,354,214 shares of Common Stock were outstanding. Each share is entitled to one vote. There is no cumulative voting.
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Shares are counted as present at the Annual Meeting if either the shareholder is present and votes during the Annual Meeting, or has properly submitted a proxy by mail, by telephone, or by internet. In order to achieve a quorum and conduct business at the Annual Meeting, a majority of our issued and outstanding Common Stock as of March 14, 2018, must be present and entitled to vote. If a quorum is not represented at the Annual Meeting, the shareholders and proxies entitled to vote will have the power to adjourn the Annual Meeting until a quorum is represented.
How can I vote?
If you submit your vote before the Annual Meeting using any of the following methods, your shares of Common Stock will be voted as you have instructed:
Your vote is important and we encourage you to vote promptly. Internet and telephone voting are available through 11:59 p.m. Eastern Time on Wednesday, May 9, 2018, for all shares entitled to vote. You may also attend and vote your shares at the Annual Meeting. The company will be hosting the Annual Meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/CHRW2018 and be sure to have the control number provided to you on your Notice of Internet Availability of Proxy Materials or Proxy Card. If you are a beneficial shareholder (you hold your shares through a nominee, such as a broker), your nominee can advise you whether you will be able to submit voting instructions by telephone or via the internet. Submitting your proxy will not affect your right to vote in person, if you decide to attend the Annual Meeting.
What happens if I return my proxy without voting instructions?
If you do not return voting instructions with your proxy, your proxy will be voted:
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Generally, a shareholder who does not vote in person or by proxy on a nominee or a proposal is not considered present for the purpose of determining whether the nominee is elected or the proposal has been approved. Brokers cannot vote shares on their customers’ behalf on“non-routine” proposals without receiving voting instructions from a customer, but may vote shares on “routine” proposals without such instructions. The only routine proposal among the four listed above is the proposal to ratify the selection of Deloitte & Touche. If a broker does not receive voting instructions from its customer with respect to the othernon-routine proposals and is precluded from voting on those proposals, then a “brokernon-vote” occurs. If a broker returns a proxy indicating a lack of authority to vote onnon-routine proposals, the shares represented by the proxy will be deemed present at the meeting for purposes of determining a quorum, but not present for purposes of calculating the vote on thenon-routine proposals.
What is the effect of an abstention or brokernon-vote on each proposal?
With regard to the proposals involving the election of directors, the ratification of Deloitte & Touche, and the shareholder proposal:
With regard to the advisory proposal on the compensation of our named executive officers:
What is the required vote on each matter?
Pursuant to our Bylaws, each of the proposals in this Proxy Statement (other than the advisory vote on the compensation of our named executive officers) requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock present in person or by proxy at the Annual Meeting and entitled to vote, provided that a quorum is present at the Annual Meeting. Regarding the advisory vote on the compensation of our named executive officers, we will consider shareholders to have approved this proposal if the votes cast FOR the proposal exceed the votes cast AGAINST the proposal.
How do I revoke my proxy?
You may revoke your proxy and change your vote at any time before the voting closes at the Annual Meeting. You may do this by submitting a properly executed proxy with a later date, or by delivering a written revocation to the corporate secretary’s attention at the company’s address listed above, or during the Annual Meeting.
Shareholder Proposals and Other Matters
In November 2017, we received written notice of a shareholder proposal, and that shareholder proposal is described in detail within this Proxy Statement. As of the date of this Proxy Statement, except for the shareholder proposal and the other matters described in this Proxy Statement, neither the company nor the Board of Directors knows of any other business that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons named in the proxy card will have discretionary authority to vote on such matters and will vote according to their best judgment.
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PROPOSAL ONE: ELECTION OF DIRECTORS
The director nominees of the C.H. Robinson Board of Directors are each running to be elected to serveone-year terms. The Board of Directors has set the number of directors constituting the Board of Directors at nine.
Scott P. Anderson, Robert Ezrilov, Wayne M. Fortun, Timothy C. Gokey, Mary J. Steele Guilfoile, Jodee A. Kozlak, Brian P. Short, James B. Stake, and John P. Wiehoff are directors whose terms expire at the 2018 Annual Meeting. On the recommendation of our Governance Committee, the Board of Directors has nominated Ms. Guilfoile and Ms. Kozlak, and Messrs. Anderson, Ezrilov, Fortun, Gokey, Short, Stake, and Wiehoff for election to the Board of Directors at the Annual Meeting for terms of one year each. Each has indicated a willingness to serve. Mr. Gokey is standing for election by the shareholders for the first time at the Annual Meeting. He was identified as a potential candidate for the Board of Directors by a third-party search firm and appointed by the Board of Directors on October 17, 2017.
John P. Wiehoff and Ben G. Campbell will vote the proxies received by them for the election of Ms. Guilfoile and Ms. Kozlak, and Messrs. Anderson, Ezrilov, Fortun, Gokey, Short, Stake, and Wiehoff unless otherwise directed. If any nominee becomes unavailable for election at the Annual Meeting, John P. Wiehoff and Ben G. Campbell may vote for a substitute nominee at their discretion as recommended by the Board of Directors.
The Board of Directors has determined that all of the director nominees, except for John P. Wiehoff, are independent under the current standards for “independence” established by the Nasdaq Stock Market, on which C.H. Robinson’s stock is listed. In connection with its evaluation of director independence, the Board of Directors considered the following transactions, all of which were entered into in the ordinary course of business:
The Board considered these relationships and their significance in determining that these directors are independent. Information concerning the nominees is below.
Director Biographies and Qualifications
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BOARD VOTING RECOMMENDATION
The Board of Directors recommends a vote FOR the election of Scott P. Anderson, Robert Ezrilov, Wayne M. Fortun, Timothy C. Gokey, Mary J. Steele Guilfoile, Jodee A. Kozlak, Brian P. Short, James B. Stake, and John P. Wiehoff as directors of C.H. Robinson Worldwide, Inc.
BOARD OF DIRECTORS GOVERNANCE MATTERS
The Board of Directors (or the “Board”) has a policy that all directors nominated for election at the Annual Meeting are expected to attend the Annual Meeting. In 2017, all of the director nominees attended the Annual Meeting.
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During 2017, the Board of Directors held four meetings. Each director holding office during the year attended at least 75 percent of the aggregate of the meetings of the Board of Directors (held during the period for which he or she had been a director) and the meetings of the Committees of the Board on which he or she served (held during the period for which he or she served).
Our Board of Directors has three committees: the Audit Committee, the Compensation Committee, and the Governance Committee. Currently, members and chairs of these committees are:
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| Who We Engage | |||||||||||||||||||||||
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| EMPLOYEES | CUSTOMERS | INVESTORS | ||||||||||||||||||||||
| Our diverse network connects the world through technology, innovation, and collaboration to enact long-term, sustainable change for global supply chains. | As part of our mission to improve the world’s supply chains, we solve logistics challenges for customers across industries and geographies. | We connect with investors to share company progress and collaborate to understand the topics that they care about most. | ||||||||||||||||||||||
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| CONTRACT CARRIERS & SUPPLIERS | GOVERNMENT & REGULATORS | COMMUNITY | ||||||||||||||||||||||
| Through stability, support, and technology, we keep operations moving for the contract carriers, suppliers, and growers integral to supply chains around the world. | Memberships and relationships with industry associations and government agencies keep us connected to existing and proposed rules and regulations. | We support the causes our people are passionate about, contributing to our communities as well as organizations that support our industry and align with our diversity, equity, and inclusion (“DEI”) efforts. | ||||||||||||||||||||||
How We Engage with Our Investors We continuously seek to strengthen investor relationships through proactive engagement focused on gaining insight into what matters most to those who choose to invest in our organization. We know their perspectives are critical to our continued success. The long-standing investor outreach program at C.H. Robinson centers around listening and responding to the positions and priorities of our investors through quarterly earnings calls, individual investor calls and meetings, investor conferences, as well as our annual shareholders meeting. | ||||||||||||||||||||||||
TOPICS OF ENGAGEMENT àBusiness overview and marketplace dynamics àFinancial performance drivers àStrategic initiatives àCapital allocation strategy àTalent, culture, and DEI àESG priorities and initiatives àAdditional topics from governance and board composition to executive compensation, among many others | WHO IS INVOLVED IN ENGAGEMENT àChair of the Board àChief Executive Officer àChief Financial Officer àChief Operating Officer àDirector of Investor Relations àAdditional members of the C.H. Robinson Executive Team, including our Chief Human Resources & ESG Officer | |||||||||||||||||||||||
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| PROPOSAL 1 | ||||||||
| Election of Directors | ||||||||
The Board recommends a vote FOReach director nominee. | àSee page 12 | |||||||
Director Since | Committee Membership | |||||||||||||||||||||||||
| Director Name | Independent | Age | AC | TCC | GC | CAPC | ||||||||||||||||||||
 | Scott P. Anderson Interim Chief Executive Officer; Former CEO of Patterson Companies | 56 | 2012 |  | ||||||||||||||||||||||
 | James J. Barber, Jr. Retired Chief Operating Officer, United Parcel Service |  | 62 | 2022 | | |||||||||||||||||||||
 | Kermit R. Crawford Retired President and Chief Operating Officer, Rite Aid | | 63 | 2020 | |  | ||||||||||||||||||||
 | Timothy C. Gokey Chief Executive Officer, Broadridge Financial Solutions | | 61 | 2017 | | | ||||||||||||||||||||
 | Mark A. Goodburn Retired Chairman and Global Head of Advisory, KPMG International | | 60 | 2022 | | | ||||||||||||||||||||
 | Mary J. Steele Guilfoile Former Executive Vice President, JP Morgan Chase | | 68 | 2012 | | | ||||||||||||||||||||
 | Jodee A. Kozlak Chair of the Board; Former Executive Vice President and Chief Human Resources Officer, Target Corporation | | 59 | 2013 | | | ||||||||||||||||||||
 | Henry J. Maier Retired President and Chief Executive Officer of FedEx Ground | | 69 | 2022 | | | ||||||||||||||||||||
 | James B. Stake Retired Executive Vice President, 3M | | 70 | 2009 | | |||||||||||||||||||||
 | Paula C. Tolliver Retired Corporate Vice President and Chief Information Officer, Intel | | 58 | 2018 | | | ||||||||||||||||||||
 | Henry W. “Jay” Winship Founder, President and Managing Member of Pacific Point Capital | | 55 | 2022 | | | ||||||||||||||||||||
AC- Audit Committee GC- Governance Committee | TCC- Talent & Compensation Committee CAPC- Capital Allocation and Planning Committee | | Chair | | |||||||||||||
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The Board recommends a vote FORthis proposal | ||||||||||||||
Board Leadership Structure
CEO 2022 Target Compensation(1) | Average Other NEO 2022 Target Compensation | ||||
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| PROPOSAL 3 | ||||||||
| Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Named Executive Officers | ||||||||
The Board recommends a vote for 1 YEARas the frequency for which shareholders shall have future advisory votes on the compensation of named executive officers | ||||||||
As stated in our Corporate Governance Guidelines,company’s named executive officers. Proposal 3 offers shareholders the Board believes it is beneficialopportunity to cast a non-binding advisory vote on how frequently the C.H. Robinson shareholders will have flexibility in allocatingan advisory vote to approve the responsibilitiescompensation of the offices of chairman and of chiefcompany’s named executive officer in the manner the Board determines to be in the best interests of the company. When the Board appointed Mr. Wiehoff as chairman, it considered numerous factors, including the benefits to the decision-making process with a leader who fills both offices, the significant operating experience and qualifications of Mr. Wiehoff, the importance ofin-depth C.H. Robinson knowledge to optimize board leadership, the size and complexity of our business, and the significant business experience and tenure of many of our directors.
The Board does not have a “lead director.” However, under our Corporate Governance Guidelines, the Chair of the Governance Committee is expected to preside at the executive sessions of the independent directors, coordinate and develop the agenda for those executive sessions, act as a liaison between the independent directors and management, and handle responses to shareholder inquiries that are directed to the independent directors. Mr. Anderson serves as the Chair of the Governance Committee.
Our Corporate Governance Guidelines provide that the chairman, in consultation with other Board members, sets the agenda for regular meetings of the Board, and the chair of each committee is responsible for the agendas for the meetings of the applicable committee. Directors and committee members are encouraged to suggest agenda items and may raise other matters at meetings.
We believe that our leadership structure supports the Board’s risk oversight function. Strong independent directors with significant tenure on the Board chair the committees most directly involved in the risk oversight function, there is open communication between management and the Board, and all directors are involved in the risk oversight function.
Risk Oversight
The Board is actively involved in the oversight of risks that could affect the company. This oversight is conducted primarily through the Audit Committee. The Audit Committee Charter establishes that one of the responsibilities of the Audit Committee is to review the risk management of the company on an annual basis. To
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assist it in this oversight function, the vice president of risk of the company presents a risk management update at each of the quarterly Audit Committee meetings. In addition, management and the internal audit group conduct an annual enterprise risk assessment of the company, which includes interviews of various key personnel within the company and members of the Audit Committee. The results of the annual risk assessment are presented to the Audit Committee. The Audit Committee provides periodic risk assessment updates to the Board and solicits input from the Board regarding the company’s risk management practices. In addition, the Compensation Committee periodically reviews the company’s compensation programs to ensure that they do not encourage excessive risk-taking. Additional review or reports on enterprise risks are conducted as needed by the Board or the committees.
The Audit Committee
All of our Audit Committee members are “independent” under applicable Nasdaq listing standards and Securities and Exchange Commission rules and regulations. Our Board of Directors has determined that all five members of the Audit Committee, Messrs. Anderson, Ezrilov, Gokey, Short, and Stake, meet the definition of an “Audit Committee Financial Expert” as established by the Securities and Exchange Commission. The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to the quality and integrity of the financial reports of the company.
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| Ratification of the Selection of Independent Auditors | ||||||||
The Board recommends a vote FORthis proposal | àSee page 79 | |||||||
The Audit Committee held eight meetings during 2017. The Audit Committee has engagedselected Deloitte & Touche LLP as the independent auditorregistered public accountant firm for C.H. Robinson for the fiscal year 2018 and is recommending that the company’s shareholders ratify this appointment at the Annual Meeting. The report of the Audit Committee is found on page 38 of this Proxy Statement.
The Compensation Committee
All of our Compensation Committee members are “independent” under applicable Nasdaq listing standards and Internal Revenue Service and Securities and Exchange Commission rules and regulations. The Compensation Committee has oversight responsibilities relating to executive compensation, employee compensation and benefits programs and plans, and leadership development. In addition, among other responsibilities in the Compensation Committee Charter, the Compensation Committee is responsible for:
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Proposal 1: Election of Directors Background There are 11 nominees for election to the | ||||||||
Scott P. Anderson, James J. Barber, Jr., Kermit R. Crawford, Timothy C. Gokey, Mary J. Steele Guilfoile, Jodee A. Kozlak, Henry J. Maier, James B. Stake, Paula C. Tolliver, and |
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The Compensation Committee held four meetings during 2017. See 2017 Compensation Discussion and Analysis beginning on page 14 including Section VI, Compensation Process, beginning on page 22, for a discussion of the role played by our chief executive officer in compensation decisions. The Compensation Committee report on executive compensation is found on page 34 of this Proxy Statement.
The Governance Committee
All members of our Governance Committee are “independent” under applicable Nasdaq listing standards. The Governance Committee serves in an advisory capacity to the Board of Directors on matters of organization and the conduct of Board activities. Among other responsibilities in the Governance Committee Charter, the Governance Committee is responsible for:
The Board of Directors has determined that all the directors and nominees, except for Mr. Anderson, are independent under the current standards for “independence” established by the Nasdaq Stock Market, on which the C.H. Robinson stock is listed under the symbol “CHRW”. In connection with its evaluation of director independence, the Board of Directors considered the following transactions, each of which were entered into in the ordinary course of business: For Mr. Gokey, services provided in the ordinary course of business on behalf of the company by Broadridge Financial Solutions where Mr. Gokey is employed, and for which payments were less than 1% of either companies’ revenues or operations in the last three fiscal years. For Mr. Goodburn, services provided in the ordinary course of business on behalf of the company by KPMG LLP where Mr. Goodburn was employed until 2020, and for which payments were less than 1% of either companies’ revenues or operations in the last three fiscal years. Mr. Goodburn currently serves KPMG as a consultant in an advisory role. The Board considered these relationships and their significance in determining that these directors are independent. Information concerning each nominee is provided below. Messrs. Maier and Winship were each selected as a director pursuant to the |
On the |
Mr. Anderson and Ben G. Campbell will vote the proxies received by them for the election of director nominees Anderson, Barber, Crawford, Gokey, Goodburn, Guilfoile, Kozlak, Maier, Stake, Tolliver, and Winship unless otherwise directed. If any nominee becomes unavailable for election at the Annual Meeting, Messrs. Anderson and Campbell may vote for a substitute nominee at their discretion as recommended by the Board |
BOARD VOTING RECOMMENDATION The Board of Directors recommends a | ||||||||
The Governance Committee considers Board of Director nominees recommended by shareholders. The process for receiving and evaluating these nominations from shareholders is described below under the caption “Nominations.”
The Governance Committee held five meetings during 2017.
The charters for each of the Committees of the Board
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Shareholder Communications with Board
C.H. Robinson shareholders and other interested parties may send written communications to the Board of Directors or to any individual director by mailing it to the C.H. Robinson Worldwide, Inc., Board of Directors, c/o C.H. Robinson corporate secretary, 14701 Charlson Road, Eden Prairie, MN 55347. These communications will be compiled by the corporate secretary and periodically submitted to the Board or individual director.
Nominations
The Governance Committee considers director nominee recommendations from a wide variety of sources, including members of the Board of Directors, business contacts, community leaders, and members of
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management. The Governance Committee will also consider shareholder recommendations for director nominees using the same selection criteria and qualifications as nominees identified by other sources, as described below. The Governance Committee may also engage search firms to assist in the director recruitment process.
The Governance Committee determines the selection criteria and qualifications of director nominees based upon the needs of the company. The Board of Directors believes that the directors should possess the highest personal and professional ethics and integrity and be committed to representing the long-term interests of the company’s shareholders. Preferred qualifications also include current or recent experience as a chief executive officer or senior leader and expertise in a particular business discipline.discipline, and diversity of talent, experience, accomplishments, and perspective. Directors should be able to provide insights and practical wisdom based on their experience and expertise. While
| Female | Male | |||||||
| Board Diversity Matrix (As of March 21, 2023) | ||||||||
| Total Number of Directors | 11 | |||||||
| Part I: Gender Identity | ||||||||
| Directors | 3 | 8 | ||||||
| Part II: Demographic Background | ||||||||
| African American or Black | 0 | 1 | ||||||
| White | 3 | 7 | ||||||
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| Scott P. Anderson | |||||
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Director Qualifications Mr. Anderson has significant public company senior management and executive experience through his service in several senior leadership positions at Patterson Companies. He also has public company board experience, having served as a member of Patterson’s board of directors from 2010 to 2017 and as a director and member of the Audit Committee at Duke Realty Corporation in 2022. Mr. Anderson also brings substantial sales and marketing expertise to the company, having served as Patterson’s vice president, sales and vice president, marketing. | |||||||||||
Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Interim Chief Executive Officer (2023 – Present) •Chairman of the Board (2020 – 2022) •Lead Independent Director (2019 – 2020) •Director (2012 – Present) àPatterson Companies, Inc. (Nasdaq: PDCO),a provider of animal and dental health products and services •Senior Advisor (2017 – 2019) •President and Chief Executive Officer (2010 – 2017) •Chairman of the Board (2013 – 2017) •Director (2010 – 2017) •President of Patterson Dental Supply, Inc. (2006 – 2010) •Held senior management positions in the dental unit, including vice president, sales and vice president, marketing àOther Experience •Senior Advisor, TPG Capital Healthcare •Executive Council Head, Carlson Private Capital Partners •Trustee and Former Chairman of the Board, Gustavus Adolphus College •Former Director, Ordway Theater •Former Chairman, Dental Trade Alliance Public Board Experience àDuke Realty Corporation (NYSE: DRE) •Former Director and member of the Audit Committee (2022) Education àMaster of Business Administration, Northwestern University, Kellogg School of Management àBachelor of Arts, Gustavus Adolphus College | |||||||||||
NON-INDEPENDENT (Director Nominee) Age: 56 Director Since: January 2012 Committees: àCapital Allocation and Planning | |||||||||||
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| James J. Barber, Jr. | |||||
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Director Qualifications Mr. Barber possesses an extensive 35+ year background at UPS, one of the world’s largest package delivery companies. This experience encompassed leadership positions in UPS’s Domestic and International business units, as well as in Supply Chain Solutions, including both Global Freight Forwarding and Coyote Logistics, and provides our Board with valuable insights into key topics relevant to our business. Mr. Barber also has demonstrated experience in the areas of finance and accounting, as well as growth strategies and operations and currently serves on another public company board, US Foods. Mr. Barber meets the definition of an “Audit Committee Financial Expert” as established by the Securities and Exchange Commission. | ||||||||
INDEPENDENT (Director Nominee) Age: 62 Director Since: December 2022 Committees: àAudit | ||||||||
Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2022 – Present) àUnited Parcel Service, Inc. (“UPS”) (NYSE: UPS), a package delivery company and leading provider of global supply chain management solutions •Chief Operating Officer (2018 – 2020) •President of UPS International (2013 – 2018) •President UPS Europe (2011 – 2013) •Other roles of increasing responsibility, including Region and District Manager, Mergers & Acquisition Transaction Manager, Region and District Controller, Accounting Manager and various other management positions in Finance & Accounting •Began career at UPS as a package delivery driver in 1985 àOther Experience •Former Trustee, The UPS Foundation •Former Board member, UNICEF •Former Board member, Folks Center for International Business at the University of South Carolina Public Board Experience àUS Foods, Inc. (NYSE: USFD) •Director and member of the Compensation and Human Capital Committee (2022 – Present) Education àBachelor of Science in Finance, Auburn University | ||||||||
| 2023 Proxy Statement | 15 | ||||
| Kermit R. Crawford | |||||
 | ||||||||
Director Qualifications Mr. Crawford has significant executive and leadership experience based on his senior roles with Rite Aid Corporation and Walgreens. He has also developed expertise in the areas of strategic investment and digital transformation. Mr. Crawford has relevant public company board experience through his membership on the boards of Visa and The Allstate Corporation, as well as his prior board experience at TransUnion and LifePoint Health. | ||||||||
Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2020 – Present) àRite Aid Corporation (NYSE: RAD), a retail drugstore chain •President and Chief Operating Officer (2017 – 2019) àSycamore Partners, a private equity firm specializing in consumer, distribution, and retail-related investments •Operating Partner and Advisor (2015 – 2017) àWalgreen Company, one of the largest drugstore chains in the United States (“Walgreens”) •Executive Vice President and President of Pharmacy, Health, and Wellness (2011 – 2014) •Multiple roles of increasing responsibility (1983 – 2011), including as Executive Vice President and President of Pharmacy Services àOther Experience •Director, Northwestern Medicine North/Northwest Region •Trustee, The Field Museum Chicago Public Board Experience àThe Allstate Corporation (NYSE: ALL) •Director and Chairman of the Audit Committee (2013 – Present) àVisa Inc. (NYSE: V) •Director and member of the Audit & Risk Committee and Nominating & Corporate Governance Committee (2022 – Present) àTransUnion (NYSE: TRU) •Director, member of the Audit and Compliance Committee and Technology, Privacy and Cybersecurity Committee (2019 – 2021) àLifePoint Health (NYSE: LPNT; no longer publicly traded) •Director and member of the Audit and Compliance Committee, Compensation Committee, Corporate Governance & Nominating Committee, and Quality Committee (2016-2018) Education àBachelor of Science, The College of Pharmacy and Health Sciences at Texas Southern University | ||||||||
INDEPENDENT (Director Nominee) Age: 63 Director Since: September 2020 Committees: àGovernance (Chair) àTalent & Compensation | ||||||||
| 16 | | ||||
| Timothy C. Gokey | |||||
 | ||||||||
Director Qualifications Through his service in a variety of leadership roles, including his current role as chief executive officer, at Broadridge Financial Solutions, Mr. Gokey has developed exceptional leadership and business execution skills and has broad public company knowledge and expertise. He is also deeply involved in Broadridge’s international operations and technology organization. In his prior roles with Broadridge, as well as H&R Block and McKinsey & Company, Mr. Gokey has demonstrated expertise in the areas of mergers and acquisitions, sales and marketing, and other growth-related activities. Mr. Gokey meets the definition of an “Audit Committee Financial Expert” as established by the Securities and Exchange Commission. | ||||||||
INDEPENDENT (Director Nominee) Age: 61 Director Since: October 2017 Committees: àAudit àTalent & Compensation | ||||||||
Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2017 – Present) àBroadridge Financial Solutions (NYSE: BR), a public corporate services and financial technology company •Chief Executive Officer (2019 – Present) •Director (2019 – Present) •President (2017 – 2020) •Senior Vice President and Chief Operating Officer (2012 – 2019) •Chief Corporate Development Officer (2010 – 2012) àH&R Block, a tax preparation company •President, Retail Tax (2004 – 2009) àMcKinsey & Company, a business strategy consulting company •Partner (1986 – 2004) àOther Experience •Director, Partnership for New York City Public Board Experience àNone Education àDoctorate in Finance; Bachelor of Arts/Master of Arts in Philosophy, Politics, and Economics, University of Oxford as a Rhodes Scholar àBachelor of Arts in Public Affairs and Management Engineering, Princeton University | ||||||||
| 2023 Proxy Statement | 17 | ||||
| Mark A. Goodburn | |||||
 | ||||||||
Director Qualifications Mr. Goodburn has significant executive and leadership experience based on his senior leadership roles with KPMG. Specifically, Mr. Goodburn has deep experience and expertise in the areas of strategy, finance, mergers and acquisitions, and global management and operations. Mr. Goodburn meets the definition of an “Audit Committee Financial Expert” as established by the Securities and Exchange Commission. | ||||||||
Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2022 – Present) àKPMG International, a multinational professional services network •Senior Advisor to KPMG LLP (2021 – Present) •Global Head of Strategic Investments and Innovation (2018 – 2021) •Chairman and Global Head of Advisory (2011 – 2020) •Vice Chairman of KPMG LLP and Americas Head of Advisory and Strategic Investments (2005 – 2011) •Various roles, including as Managing Partner-Silicon Valley Office, Member of KPMG US and Americas Board of Directors and Global Head of KPMG’s Technology, Media and Telecommunications (1997 – 2005) •Roles of increasing responsibility at KPMG LLP (1984 – 1997) àOther Experience •Presidents National Advisory Council member, Minnesota State University •Executive Board member, Cox School of Business Executive Board, Southern Methodist University Public Board Experience àNone Education àBachelor of Science in Business, Minnesota State University, Mankato àCertified Public Accountant | ||||||||
INDEPENDENT (Director Nominee) Age: 60 Director Since: May 2022 Committees: àAudit àCapital Allocation & Planning | ||||||||
| 18 | | ||||
| Mary J. Steele Guilfoile | |||||
 | ||||||||
Director Qualifications Ms. Guilfoile has significant experience and expertise in the areas of corporate mergers and acquisitions, business integration, and financing through her association with the investment banks of several large financial institutions. She also has public board experience through her membership on the boards of, among others, Interpublic, Dufry (a Swiss-based company on the Swiss stock exchange), and Pitney Bowes. | ||||||||
Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2012 – Present) àMG Advisors, Inc.,a privately-owned financial services merger and acquisition advisory and consulting services firm •Chair (2002 – Present) àThe Beacon Group, LP,a private equity investment partnership •Partner (1998 – Present) àJP Morgan Chase (and its predecessor companies, Chase Manhattan Corporation and Chemical Banking Corporation), a multinational bank •Executive Vice President, Corporate Treasurer (2000 – 2002) •Various leadership roles (1986 - 1996), including as Chief Administrative Officer and Strategic Planning Officer for its investment bank, as well as various merger integration, executive management and strategic planning positions àOther Experience •Former Partner, CFO and COO, The Beacon Group, LLC •Consultant, Booz Allen Hamilton •Manager in Audit Services, Coopers & Lybrand (now part of PwC) Public Board Experience àThe Interpublic Group of Companies (NYSE: IPG) •Director, Chair of the Audit Committee and member of the Corporate Governance and Social Responsibility Committee (2007 – Present) àPitney Bowes Inc. (NYSE: PBI) •Director and member of the Finance Committee and Audit Committee (2018 – Present) àDufry AG (publicly traded on the SIX Swiss Exchange) •Director and Chair of the Audit Committee (2020 – Present) Education àMaster of Business Administration, Columbia University Graduate School of Business àBachelor of Science in Accounting, Boston College àCertified Public Accountant | ||||||||
INDEPENDENT (Director Nominee) Age: 68 Director Since: October 2012 Committees: àGovernance àTalent & Compensation | ||||||||
| 2023 Proxy Statement | 19 | ||||
| Jodee A. Kozlak | |||||
 | ||||||||
Director Qualifications Through her human resources executive leadership at Target and Alibaba Group and extensive public board experience, Ms. Kozlak has developed significant knowledge and expertise in human capital strategy, global operations, and digital transformation. Her experience has also given her a deep understanding of executive compensation within a public company. | ||||||||
Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Chair of the Board (January 2023 – Present) •Director (2013 – Present) àKozlak Capital Partners, LLC •Founder and CEO (2017 – Present) àAlibaba Group (NYSE: BABA), a multinational conglomerate specializing in e-commerce, retail, Internet, and technology •Global Senior Vice President of Human Resources (2016 – 2017) àTarget Corporation (NYSE: TGT), one of the largest U.S. retailers •Executive Vice President and Chief Human Resources Officer (2006 – 2016) •Senior Vice President, Human Resources (2004 – 2006) •General Counsel, Owned Brand Sourcing and Labor & Employment (2001 – 2004) àOther Experience •Former Partner in the litigation practice, Greene Espel, PLLP •Former Senior Auditor, Arthur Andersen & Co •Past fellow, Distinguished Careers Institute (DCI) at Stanford University Public Board Experience àK.B. Home (NYSE: KBH) •Director and member of the Compensation Committee (2021 – Present) àMGIC Investment Corp. (NYSE: MTG) •Director, Chair of the Business Transformation and Technology Committee and member of the Management Development, Nominating and Governance Committee (2018 – Present) àLeslie’s, Inc. (Nasdaq: LESL) •Director, Chair of the Nominating and Corporate Governance Committee and member of the Compensation Committee (2020 – March 2023) Education àJuris Doctor, University of Minnesota àBachelor of Arts in Accounting, College of St. Thomas | ||||||||
INDEPENDENT (Director Nominee) Age: 59 Director Since: February 2013 Committees: àTalent & Compensation (Chair) àGovernance | ||||||||
| 20 | | ||||
| Henry J. Maier | |||||
 | ||||||||
Director Qualifications Throughout his career at FedEx and 40 years of experience in the transportation industry, Mr. Maier gained significant experience and expertise in the areas of capital markets, corporate governance, and logistics. Mr. Maier also has relevant public company board experience through his membership on the boards of CalAmp Corporation, Carparts.com, Inc., and Kansas City Southern (formerly a publicly traded company). | ||||||||
Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2022 – Present) àFedEx Corp. (NYSE: FDX), multinational conglomerate holding company focused on transportation, e-commerce and business services •President and Chief Executive Officer of FedEx Ground (2013 – 2021) •Executive Vice President, Strategic Planning and Communication of FedEx Ground (2009 – 2013) •Senior Vice President, Strategic Planning and Communications (2006 – 2009) •Various other roles, including as a member of the Strategic Management Committee and leadership positions in logistics, sales, marketing and communications Public Board Experience àCalAmp Corp. (Nasdaq: CAMP) •Independent Chair of the Board, member of the Governance and Nominating Committee and Human Capital Committee (2021 – Present) àCarParts.com, Inc. (Nasdaq: PRTS) •Director and member of the Nominating and Corporate Governance Committee (2021 – Present) àKansas City Southern (NYSE: KSU; no longer publicly traded) •Director, Chair of the Compensation & Organization Committee, member of the Finance & Strategic Investment Committee (2017 – Present) Education àBachelor of Arts in Economics, University of Michigan | ||||||||
INDEPENDENT (Director Nominee) Age: 69 Director Since: February 2022 Committees: àGovernance àCapital Allocation and Planning | ||||||||
| 2023 Proxy Statement | 21 | ||||
| James B. Stake | |||||
 | ||||||||
Director Qualifications Throughout his career at 3M Company, Mr. Stake gained extensive public company senior management experience at a large company that operates worldwide. In particular, Mr. Stake’s foreign leadership positions and his position with 3M’s Enterprise Services, provide valuable perspective for C.H. Robinson international operations and its information technology systems. Mr. Stake also has public company board experience through his long tenure on the board of Otter Tail Corporation. Mr. Stake meets the definition of an “Audit Committee Financial Expert” as established by the Securities and Exchange Commission. | ||||||||
INDEPENDENT (Director Nominee) Age: 70 Director Since: January 2009 Committees: àAudit (Chair) | ||||||||
Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2009 – Present) à3M Company (NYSE: MMM), multinational conglomerate operating in the fields of industrial, consumer, healthcare, electronics, and worker safety •Executive Vice President of 3M’s Enterprise Services (2006 – 2008) •Various positions of increasing responsibility leading global health care, industrial, and commercial businesses during his more than 30 years with 3M Company •Over 12 years of foreign assignments in Europe and South America àAtiva Medical Corp. •Chairman of the Board (2008 – 2020) àOther Experience •Adjunct Professor, University of Minnesota’s Carlson School of Management •Board of Trustees, Twin Cities Public Television Public Board Experience àOtter Tail Corporation (Nasdaq: OTTR) •Director, Chair of the Compensation and Human Capital Committee and member of the Audit Committee (2008 – retirement announced for April 2023) Education àMaster of Business Administration, Wharton School, University of Pennsylvania àBachelor of Science in Chemical Engineering, Purdue University | ||||||||
| 22 | | ||||
| Paula C. Tolliver | |||||
 | ||||||||
Director Qualifications Ms. Tolliver has developed broad multi-national executive and leadership experience as a senior leader at both Dow and Intel corporations. She has deep expertise in information technology, digital transformation, advanced analytics, and cybersecurity, as well as demonstrated experience in driving innovation, growth, and operational excellence. Ms. Tolliver has relevant public company board experience and meets the definition of an “Audit Committee Financial Expert” as established by the Securities and Exchange Commission. | ||||||||
INDEPENDENT (Director Nominee) Age: 58 Director Since: October 2018 Committees: àAudit àCapital Allocation & Planning | Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2018 – Present) àTech Edge, LLC, a technology consulting firm •Founder and Principal (2020 – Present) àIntel Corporation (Nasdaq: INTC), a multinational technology company •Corporate Vice President and Chief Information Officer (2016 – 2019) àThe Dow Chemical Company (a wholly owned subsidiary of Dow, Inc.) (NYSE: DOW), a global materials science leader in packaging, infrastructure, and consumer care •Corporate Vice President of Business Services and Chief Information Officer (2012 – 2016) •Vice President, Procurement (2006 – 2011) •Chief Information Officer and Chief Digital Officer of Dow AgroScience (2000 – 2006) •Various other roles of increasing responsibility in Information Technology including as Europe Information Services Director (1996 – 2000) àSyniti, a pioneering data software and services company •Director and member of the Technology Committee (2020 – Present) Public Board Experience àInvesco (NYSE: IVZ) •Director and member of the Nomination and Corporate Governance Committee, Compensation Committee and Audit Committee (2021 – Present) Education àBachelor of Science in Business Information Systems and Computer Science, Ohio University | |||||||
| 2023 Proxy Statement | 23 | ||||
| Henry W. “Jay” Winship | |||||
 | ||||||||
Director Qualifications Mr. Winship has significant experience and expertise in the areas of capital allocation, mergers and acquisitions, corporate governance, and logistics. He is an active portfolio manager, which provides our Board with valuable insights from an institutional investor perspective. Mr. Winship also has public board experience through his membership on the board of Bunge Limited, and his prior membership on the boards of CoreLogic, Inc. and Esterline Technologies Corporation. | ||||||||
Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2022 – Present) àPacific Point Companies,a privately owned asset management firm •Founder, President and Managing Member of Pacific Point Capital LLC (2016 – Present) •Founder and Managing Member of Pacific Point Advisor, LLC (2016 – Present) àRelational Investors LLC, an activist investment fund •Principal, Senior Managing Director and Investment Committee member (1996 – 2015) Other Experience •Advisor, Corporate Governance Institute at San Diego State University Fowler College of Business Public Board Experience àBunge Limited (NYSE: BG) •Director, Chair of the Audit Committee and member of the Corporate Governance and Nominations Committee and Human Resources and Compensation Committee (2018 – Present) àCoreLogic, Inc. (NYSE: CLGX; no longer publicly traded) •Former Director àEsterline Technologies Corporation (NYSE: ESL; no longer publicly traded) •Former Director Education àMaster of Business Administration, University of California, Los Angeles àBachelor of Business Administration in Finance, University of Arizona àCertified Public Accountant àChartered Financial Analyst | ||||||||
INDEPENDENT (Director Nominee) Age: 55 Director Since: February 2022 Committees: àTalent & Compensation àCapital Allocation and Planning (Chair) | ||||||||
| 24 | | ||||
 | | |||||||||||||||||||
| The Governance Committee initially evaluates a prospective nominee based on his or her resume and other background information that has been provided to the committee. | For further review, a member of the Governance Committee will contact those candidates whom the Governance Committee believes are qualified, may fulfill a specific need of the Board of Directors, and would otherwise best contribute to the Board of Directors. | Based on the information the Governance Committee learns during this process, it determines which nominee(s) to recommend to the Board of Directors to submit for election. | ||||||||||||||||||
| 2023 Proxy Statement | 25 | ||||
1.The name and address of the shareholder making the nomination; 2.The number of C.H. Robinson shares entitled to vote at the meeting held by the shareholder; 3.A representation that the shareholder is a holder of record of C.H. Robinson common stock entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the person named in the notice; and 4.A description of all arrangements or understandings between the shareholder and each nominee. In addition, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 no later than March 5, 2024. Proxy Access We also provide shareholders with a “proxy access” right that entitles shareholders meeting certain eligibility requirements to include nominees for director in our proxy statement. The proxy access right entitles a shareholder, or group of up to 20 shareholders, owning at least 3% of our outstanding shares of common stock continuously for at least three years to nominate and include in our proxy statement director nominees constituting up to the greater of two individuals or 20% of the Board of Directors. The shareholder’s notice must be delivered to the company’s corporate secretary as set forth above and must be received by the corporate secretary no earlier than 150 days, and no later than 120 days, before the anniversary date of the mailing of the previous year’s proxy statement, unless an alternative deadline under our Bylaws is triggered. Accordingly, nominations for inclusion in our proxy statement for the 2024 Annual Meeting must be received no earlier than October 23, 2023, and no later than November 22, 2023, unless an alternative deadline is triggered. In addition, the shareholder’s notice must comply with the information requirements described above for other direct nominations of director candidates, as well as the additional notice and information requirements described in our Bylaws. Over-Boarding Policy Our directors are expected to devote sufficient time to fulfill their responsibilities effectively. Directors are required to advise the Chair of the |
The Governance Committee initially evaluatesprior to accepting a prospective nominee basedposition on the board of another publicly held company.
| 26 | | ||||
| 2023 Proxy Statement | 27 | ||||
C.H. Robinson’s robust governance practices, policies, and procedures. Ensuring that our governance practices are aligned with our stakeholders’ concerns and objectives is a high priority for
| Active, Independent Board | •10 of 11 directors are independent •Executive sessions of independent directors held at each regularly scheduled meeting •Independent Board Chair •Independent Audit Committee, Governance Committee, and Talent & Compensation Committee •High rate of attendance at Board and committee meetings •Complete access to management •Access to outside advisors at the company’s expense | ||||
| Robust Corporate Governance | •Board review of company strategy on at least an annual basis •Active Board involvement in management succession planning •Robust Board oversight on ESG matters •Comprehensive and strategic approach to enterprise risk management •Declassified Board •Majority vote standard in uncontested elections •Commitment to Board refreshment with four new Board members added in 2022 with a diverse set of skills and experience | ||||
| Shareholder Rights | •Proxy access right •No poison pill •Proactive investor outreach program; see "Stakeholder Engagement” on page 8 •Annual election of all directors •Plurality vote standard in contested elections •Annual “say-on-pay” vote | ||||
| Board and Management Checks and Balances | •Prohibition on pledging and hedging •Stock ownership guidelines for directors and management •Annual Board and Committee self-evaluation •Clawback policy | ||||
| 28 | | ||||
| Engaged and Active Board of Directors | |||||||||||||||||||||||
| 14 |  | | | ||||||||||||||||||||
| Board of Director meetings in 2022 | All directors attended at least 75% of 2022 Board and committee meetings | 100% Director nominee attendance at the 2022 Annual Meeting | Each 2022 regularly scheduled Board meeting also included a non-management director executive session | ||||||||||||||||||||
| 2023 Proxy Statement | 29 | ||||
| Directors | Audit | Talent & Compensation | Governance | Capital Allocation and Planning | ||||||||||
| Scott P. Anderson | | |||||||||||||
James J. Barber, Jr.(1) | | |||||||||||||
Kermit R. Crawford(1) | | | ||||||||||||
Timothy C. Gokey(1) | | | ||||||||||||
Mark A. Goodburn(1) | | | ||||||||||||
Mary J. Steele Guilfoile(1) | | | ||||||||||||
Jodee A. Kozlak(1) | | | ||||||||||||
Henry J. Maier(1) | | | ||||||||||||
James B. Stake(1) | | |||||||||||||
Paula C. Tolliver(1) | | | ||||||||||||
Henry W. “Jay” Winship(1) | | | ||||||||||||
(1)Director is indicated as independent. | | Member | | Chair | ||||||||||
| 30 | | ||||
Audit Committee 2022 Meetings: 7 Report: See page 81 |  James B. Stake, Chair | Other Members: àJames J. Barber, Jr. àTimothy C. Gokey àMark A. Goodburn àPaula C. Tolliver | ||||||||||||||||||
| Function: The Audit Committee assists the Board in fulfilling its oversight responsibilities relating to the quality and integrity of the financial reports of the company. The Audit Committee has the sole authority to appoint, review, and discharge our independent auditors, and has established procedures for the receipt, retention, and response to complaints regarding accounting, internal controls, or audit matters. | ||||||||||||||||||||
Key Responsibilities: Among other responsibilities in the Audit Committee Charter, the Audit Committee is responsible for: 1.Reviewing the scope, timing, and costs of the audit with the company’s independent registered public accounting firm and reviewing the results of the annual audit; 2.Assessing the independence of the outside auditors on an annual basis, including receipt and review of a written report from the independent auditors regarding their independence consistent with applicable rules of the Public Company Accounting Oversight Board; 3.Reviewing and approving in advance the services provided by the independent auditors; 4.Overseeing the internal audit function; 5.Reviewing the company’s significant accounting policies, financial results, and earnings releases and the adequacy of our internal controls and procedures; 6.Reviewing the risk management status of the company, including cybersecurity risks; and 7.Reviewing and approving related-party transactions. | ||||||||||||||||||||
Independence and Financial Expertise: All of our Audit Committee members are “independent” under applicable Nasdaq listing standards and Securities and Exchange Commission rules and regulations. James J. Barber, Jr. was appointed to the Audit Committee on January 1, 2023. The Board has determined that all five members of the Audit Committee, Messrs. Barber, Gokey, Goodburn, and Stake, and Ms. Tolliver, meet the definition of an “Audit Committee Financial Expert” as established by the Securities and Exchange Commission. | ||||||||||||||||||||
| 2023 Proxy Statement | 31 | ||||
Talent & Compensation Committee 2022 Meetings: 5 |  Jodee A. Kozlak, Chair | Other Members: àKermit R. Crawford àTimothy C. Gokey àMary J. Steele Guilfoile àHenry W. “Jay” Winship | ||||||||||||||||||
| Function: The Talent & Compensation Committee has oversight responsibilities relating to overall talent strategy, executive compensation, employee compensation and benefits programs and plans, succession and leadership development, and diversity, equity & inclusion. | ||||||||||||||||||||
Key Responsibilities: Among other responsibilities in the Talent & Compensation Committee Charter, the Talent & Compensation Committee is responsible for: 1.Reviewing the performance of the Chief Executive Officer; 2.Determining all elements of the compensation and benefits for the Chief Executive Officer and other executive officers of the company; 3.Reviewing and approving the company’s compensation program, including equity-based plans, for management employees generally; 4.Reviewing the company’s policies, practices, performance, disclosures, and progress toward goals with respect to significant issues of DEI and Human Capital Management, including the alignment of such efforts with the Company’s overall strategy; 5.Overseeing the company’s process of conducting advisory shareholder votes on executive compensation; and 6.Reviewing executive officers’ employment agreements; separation and severance agreements; change in control agreements; and other compensatory contracts, arrangements, and benefits. | ||||||||||||||||||||
Independence: All of our Talent & Compensation Committee members are “independent” under applicable Nasdaq listing standards and Internal Revenue Service and Securities and Exchange Commission rules and regulations. | ||||||||||||||||||||
| 32 | | ||||
Governance Committee 2022 Meetings: 4 |  Kermit R. Crawford, Chair | Other Members: àMary J. Steele Guilfoile àJodee A. Kozlak àHenry J. Maier | ||||||||||||||||||
| Function: The Governance Committee identifies for the Board individuals qualified to become Board members, considers nominees recommended by shareholders, and recommends nominees to the Board for election as directors. The Committee also adopts and revises corporate governance guidelines applicable to the Company and serves in an advisory capacity to the Board on matters of organization and the conduct of Board activities. | ||||||||||||||||||||
Key Responsibilities: Among other responsibilities in the Governance Committee Charter, the Governance Committee is responsible for: 1.Periodically reviewing and making recommendations to the Board as to the size, diversity, and composition of the Board and criteria for director nominees; 2.Identifying and recommending candidates for service on the Board; 3.Reviewing and revising the company’s Corporate Governance Guidelines, including recommending any necessary changes to the Corporate Governance Guidelines to the Board; 4.Leading the Board in an annual review of the performance of the Board and the Board committees; 5.Making recommendations to the Board regarding Board committee assignments; 6.Making recommendations to the Board on whether each director is independent under all applicable requirements; 7.Making recommendations to the Board with respect to the compensation of non-employee directors; 8.Periodically reviewing with the company’s Chief Legal Officer developments that may have a material impact on the company’s corporate governance programs, including related compliance policies; and 9.Reviewing, at least annually, the company’s policies, practices, performance, disclosures, and progress toward goals with respect to significant issues of Environmental, Social, and Governance (“ESG”), including the alignment of such efforts with the company’s overall strategy. | ||||||||||||||||||||
Independence: All members of our Governance Committee are “independent” under applicable Nasdaq listing standards. | ||||||||||||||||||||
| 2023 Proxy Statement | 33 | ||||
Capital Allocation and Planning Committee 2022 Meetings: 12 |  Henry W. “Jay” Winship, Chair | Other Members: àScott P. Anderson àMark A. Goodburn àHenry J. Maier àPaula C. Tolliver | ||||||||||||||||||
| Function: The Capital Allocation and Planning Committee objectively assesses value creation opportunities and supports and makes recommendations to the Board to assist in its and management’s review of, and planning for, the company’s capital allocation, operations and strategy, and enhanced transparency and disclosures to shareholders. | ||||||||||||||||||||
Key Responsibilities: Among other responsibilities, the Capital Allocation and Planning Committee is responsible for: 1.Reviewing and evaluating the company’s business and financial strategies and growth opportunities, including performance toward those strategies and opportunities and making recommendations to the Board in respect thereof; 2.Reviewing and making recommendations to the Board regarding the company’s capital allocation, cash flow, technology initiatives, capital expenditures, and financing requirements; 3.Reviewing and making recommendations to the Board regarding potential material mergers, acquisitions, divestitures, and other key strategic transactions; and 4.Reviewing and evaluating the company’s annual operating and capital plans and budgets and making recommendations to the Board based on its findings. | ||||||||||||||||||||
Independence: While the Capital Allocation and Planning Committee is not subject to particular Nasdaq independence requirements, a majority of the members of our Capital Allocation and Planning Committee are “independent” under applicable Nasdaq listing standards. | ||||||||||||||||||||
| 34 | | ||||
àQuarterly and fiscal year financial results àEnvironmental, Social, and Governance àLong range financial planning and review of financial models àLong-term strategic planning and M&A àRisk management, mitigation, and insurance updates àReview and revision, as necessary, of policies and committee charters | àCybersecurity, Privacy, and Compliance àHuman Capital Management and DEI àLeadership succession and Talent planning àExecutive compensation àDirector compensation àBoard composition, effectiveness, and self-assessment results | |||||||||||||||||||||||||||||||
BOARD RESPONSIBILITIES àThe Board is actively involved in the oversight of risks that could affect the company. | ||
AUDIT COMMITTEE àRisk oversight is conducted primarily through the Audit Committee. àThe Audit Committee Charter provides that the Audit Committee is responsible for at least annually reviewing the company’s key risks or exposures and assessing the steps management has taken to minimize such risk. àProvides periodic risk assessment updates to the Board and solicits input from the Board regarding the company’s risk management practices. | TALENT & COMPENSATION COMMITTEE àPeriodically reviews the company’s compensation programs to ensure that they do not encourage excessive risk-taking. | ||||
MANAGEMENT RESPONSIBILITIES àManagement is responsible for our Enterprise Risk Management (“ERM”) program, which includes key risk identification, mitigation efforts, day-to-day management, and communication to the Audit Committee. | ||
| 2023 Proxy Statement | 35 | ||||
 | OVERSIGHT OF ESG | ||||
 | CLIMATE | ||||
 | OVERSIGHT OF ENTERPRISE RISK MANAGEMENT | ||||
| 36 | | ||||
 | OVERSIGHT OF CYBERSECURITY | ||||
 | OVERSIGHT OF DATA PRIVACY | ||||
 | OVERSIGHT OF TALENT & CULTURE | ||||
| 2023 Proxy Statement | 37 | ||||
| 38 | | ||||
No candidates forGovernance Committee may have individual conversations with each director nominations wereto discuss individual and group dynamics and performance. The full Board reviews and discusses the evaluation report to determine what, if any, action could improve Board and Board committee performance.
| 2023 Proxy Statement | 39 | ||||
Compensation of Directors
In 2017, each independent director of C.H. Robinson was paid an annual retainer of $80,000 and no meeting fees. The Audit Committee chair received an additional annual retainer of $30,000, and the chairs of the
12
Governance and Compensation Committees each received an additional annual retainer of $20,000. Other membersCompensation Element Compensation Amount ($) Non-Employee Director Compensation: Annual Cash Retainer $110,000 Annual Equity Award (RSUs) 175,000 Independent Chair of the Board Additional Cash Retainer 100,000 Committee Service Compensation: Chair Member Audit Committee $30,000 $12,500 Talent & Compensation Committee 20,000 7,500 Governance Committee 20,000 7,500 20,000 7,500
The annual equity award is delivered in the form of fully vested RSUs that settle in shares of stock after the director leaves the Board of Directors.
In 2017, All directors are in compliance with the Board of Directors granted each director a fully vested restrictedcompany stock unit award valued at $135,000, deliverable after leaving the Board of Directors. ownership requirements.
Directors who are also employees of C.H. Robinson are not separately compensated for beingserving as a member of the Board of Directors.
2017
| 40 | | ||||
Name | Fees Earned or Paid in Cash | Stock Awards (1) | Total | |||||||||
Scott P. Anderson | $ | 105,000 | $ | 135,000 | $ | 240,000 | ||||||
Robert Ezrilov | 95,000 | 135,000 | 230,000 | |||||||||
Wayne M. Fortun | 105,000 | 135,000 | 240,000 | |||||||||
Timothy C. Gokey | 23,750 | (2) | 33,750 | 57,500 | ||||||||
Mary J. Steele Guilfoile | 95,000 | (3) | 135,000 | 230,000 | ||||||||
Jodee A. Kozlak | 90,000 | (2) | 135,000 | 225,000 | ||||||||
Brian P. Short | 95,000 | (2) | 135,000 | 230,000 | ||||||||
James B. Stake | 115,000 | (4) | 135,000 | 250,000 | ||||||||
(1)Robert Biesterfeld served as the company’s Chief Executive Officer in 2022 and did not receive any additional compensation for services provided as a director. (2)The dollar value reflected in this column was awarded as fully vested restricted stock units of the company. Shares equal to the number of restricted stock units will be distributed to the director after his or her board membership terminates. The number of units issued to a director is determined by dividing the Annual Equity Award Value of $175,000 by the closing price of a share of our common stock on the date of grant. In accordance with Accounting Standards Codification 718 (“ASC 718”), these awards are discounted to reflect the restrictions on the awardee’s ability to sell or transfer vested awards until his or her board membership terminates. The fair value of these awards is established based on the market price on the date of grant, discounted for post-vesting holding restrictions. (3)Includes fully vested restricted stock units. (4)Mr. Barber was appointed to the Board of Directors on December 15, 2022. (5)Mr. Fortun and Mr. Short retired from the board of directors following the company’s annual meeting on May 5, 2022. (6)The director has elected to receive the dollar value of these fees in restricted stock units of the company. Shares equal to the number of restricted stock units will be distributed after termination of board membership. (7)Mr. Goodburn was elected to the board of directors at the company’s annual meeting on May 5, 2022. (8)Mr. Maier and Mr. Winship were appointed to the Board of Directors on February 28, 2022.
Executive Compensation
Executive Summary Compensation Philosophy and
Structure Performance-based compensation and alignment of individual, company, and shareholder goals are integral components of our C.H. C.H. Robinson, with guidance and oversight from our Talent & Compensation Committee, has adopted an executive officer compensation philosophy that is intended to be consistent with our overall compensation approach and to achieve the following 1.Pay incentive compensation aligned with company performance; 2.Align executives’ interests with those of our shareholders and encourage high-performing executives to make long-term career commitments to C.H. Robinson; 3.Balance incentive compensation to achieve both annual and long-term profitability and growth; 4.Emphasize supporting both team and company goals, business transformation, and company culture; and 5.Provide a level of total compensation necessary to attract, retain, and motivate highly qualified executives. Compensation decisions regarding individual executive officers are based on several factors, including competitive market practices, individual performance, level of responsibility, unique skills of the executive, tenure, demands and
Executive Compensation 2022 C.H. Robinson Performance Highlights and Incentive Payouts 2022 was another year of significant change for transportation markets as the cost of purchased transportation declined rapidly from their pandemic peaks in the second half of the year. Slowing consumer demand and improved capacity allowed many of the challenges shippers have faced since the beginning of the pandemic, including port congestion and equipment and labor shortages, to ease and transportation markets to operate more efficiently. Despite these improvements, shippers continue to navigate elevated inventory levels, macroeconomic uncertainty, and inflationary pressures. The C.H. Robinson team continued to help our customers and contract carriers navigate through the changing market cycle with best-in-class solutions provided by our global network of supply chain experts that customers have come to expect from C.H. Robinson. The strength and resilience of our model and team were evident as we again generated record annual results in 2022. Performance Overview The following summarizes C.H. Robinson financial, operational, and strategic achievements in 2022 including year-over-year operating comparisons to 2021:
(1)Adjusted gross profit is a non-GAAP measure. Additional information about adjusted gross profit, including a reconciliation to gross profit, is available in our Annual Report on Form 10-K for the year ended December 31, 2022. The cost of purchased transportation in the North American surface transportation market declined significantly over the course of 2022 as excess carrier capacity combined with slowing demand led to softening market conditions. This compared to extremely tight market conditions in 2021 as strong demand combined with challenges due to driver availability and supply chain disruptions drove purchased transportation costs to historic levels. Many of these challenges subsided over the course of 2022, allowing routing guides to perform more efficiently, which resulted in a comparatively soft market versus 2021. Despite the slowing demand and softening market conditions, our operating model generated growth in both truckload and less than truckload (“LTL”) adjusted gross profits and a modest increase in truckload volumes. The best-in-class solutions delivered by our network of supply chain experts resulted in strong financial results in 2022. NAST adjusted pre-tax income (“APTI”; defined on page 51) finished well above target at $784,340 in 2022, driven by higher AGP per shipment in truckload and LTL services and partially offset by a 1.0% decrease in our combined NAST truckload and LTL volumes. NAST APTI was one of the performance measures for our annual cash incentive plan for 2022 for one of our NEOs.
Executive Compensation The cost of purchased transportation fell significantly in the global forwarding market in the second half of 2022 as global demand slowed in most trade lanes. The peak shipping season historically experienced in the second half of each year, which would typically drive elevated rates and volumes, remained uncharacteristically soft. Shippers in the U.S. and Europe continued to struggle with elevated inventory levels as consumer demand has been negatively impacted by inflation and macroeconomic uncertainty. In an effort to adapt to this slowing demand, steamship lines continue to rationalize services by reducing capacity where possible with blank sailings and slow steaming. All of these factors have allowed port congestion to ease in many parts of the world. As with the North American surface transportation market, this compared to extremely tight market conditions in 2021 as strong demand combined with supply chain disruptions caused by port congestion along with equipment and labor shortages drove purchased transportation to historic levels in 2021 and the first half of 2022. The slowdown of global demand has also had a significant impact on the air freight market. Air freight pricing and volumes have significantly declined, driven by shippers maintaining higher inventory levels, declining consumer demand, and improving ocean schedule reliability, eliminating ocean freight to air freight conversions. Air freight capacity continues to improve and drive rates lower in many trade lanes due to increased belly capacity as commercial flights become more frequent after being significantly reduced during the COVID-19 pandemic. Our network of supply chain experts helped our customers effectively manage the volatile global forwarding market resulting in modest growth in AGP compared to the historic results achieved in the prior year. Ocean volumes decreased 0.5%, air freight tonnage decreased 9.0%, and customs brokerage volumes increased 3.5%. The strong execution by our Global Forwarding team resulted in record-breaking financial results and above target incentive compensation achievement. Global Forwarding APTI growth finished at $463,071 in 2022. Global Forwarding APTI was one of the performance measures for one of our 2022 NEOs. The strong financial results noted above resulted in an increase of diluted earnings per share from $6.31 in 2021 to $7.40 in 2022 and translated into above-target incentive payouts under our annual cash incentive plan for our NEOs and earned vesting in our performance-based equity awards. Our enterprise APTI, which is one of the measures used to determine annual cash incentive payments for all of our NEOs in 2022, finished at $1,211,294 in 2022 and we achieved above-target incentive payouts for our NEOs. Incentive Payouts
(1)Granted in 2018 and 2020. (2)Granted in 2021 and 2022.
Executive Compensation Say-on-Pay and Response to Shareholder Feedback The Talent & Compensation Committee considers the results of the shareholders’ advisory vote on the compensation of NEOs. At our 2022 Annual Meeting, our say-on-pay proposals received “for” votes that represented approximately 92% of the shares voted on the proposals. The Talent & Compensation Committee considered the results of these say-on-pay votes and other shareholder feedback when evaluating our compensation practices and policies in 2022, and when setting the compensation of our NEOs for 2022. The Talent & Compensation Committee believes that our say-on-pay proposal results demonstrate shareholders’ support of our compensation practices.
Based on feedback received from our shareholders, as well as the Talent & Compensation Committee’s consideration of competitive market practices and its goal of linking executive pay and performance, the Talent & Compensation Committee approved the following changes to our compensation programs:
Executive Compensation
Executive Compensation Key Compensation Practices Our compensation framework andpay-for-performance practices provide appropriate incentives to our executive officers to achieve our financial goals and
Executive Compensation Executive Transitions Robert C. Biesterfeld Jr.’s last day of employment with the company was January 1, 2023. His last day as President and Chief Executive Officer of the company, as well as a member of the Board, was the end of the day on December 31, 2022. He received severance for a termination without cause as described under “Executive Separation and Change in Control Plan.” Scott P. Anderson, who previously served as independent Chair of the Board, was appointed as Interim Chief Executive Officer, effective January 1, 2023. Mr. Anderson resigned as Chair of the Board and from the Audit Committee and Governance Committee of the Board in connection with his service as Interim CEO. Mr. Anderson, in his role as Interim CEO, is receiving an annual base salary of $1,100,000, an annual target cash incentive of 155% of base salary (prorated for the portion of the year during which Mr. Anderson serves as Interim CEO), and restricted stock units having a grant date value equal to $2,500,000, which vest on the first anniversary of the date of grant, provided that Mr. Anderson is continuing to provide service to the company as Interim CEO or as a director. We also announced that we have commenced a search for a permanent CEO. The company promoted Arun D. Rajan to Chief Operating Officer on October 31, 2022. Prior to his promotion, Mr. Rajan held the position of Chief Product Officer. Effective January 1, 2023, to encourage Mr. Arun’s retention with the company, he received an additional annual base salary increase to $910,000 and his target annual cash incentive increased to 120% of base salary. The value of his annual grants of his long-term equity incentive increased to $4,000,000 for fiscal 2023. In addition, Mr. Rajan was granted a retention award in the form of restricted stock units having a grant date value of $3,500,000, which vest as to 50% of the shares on the 18-month anniversary of January 1, 2023 (the date of grant), and the remaining 50% of the shares on the third annual anniversary of the date of grant. The Talent & Compensation committee believes this retention award was warranted to ensure continuity of leadership during a period of significant transition and given Mr. Rajan’s critical role in supporting the digital and operational transformation of C.H. Robinson. 2022 Elements of Compensation Performance Evaluation and Compensation The NEOs are all paid the same compensation elements. The determination of the NEOs’ 2022 base salary, annual cash incentive compensation, and equity compensation (both PSUs and RSUs) followed the practices explained above for executive compensation. Each member of this group is evaluated, and the NEOs’ compensation is based on several different factors, including, but not limited to, the following: 1.Title, role, scope of responsibility, and relative experience; 2.Tenure in their position; 3.Subjective evaluation of individual performance; 4.Financial performance of the company as a whole; 5.Financial performance of the portion of the business the NEO leads, where applicable; and 6.Comparison to market practices information. The Talent & Compensation Committee annually conducts an evaluation of the Chief Executive Officer’s performance. Based on this evaluation, the Talent & Compensation Committee determines base salary, annual cash incentive compensation, and equity compensation of the Chief Executive Officer.
Executive Compensation Mix of Executive Compensation Our CEO’s target total compensation includes a mix of pay that is heavily weighted to long-term, equity-based incentives (74%). On average, our NEOs other than our CEO have an average of 61% of total compensation targeted to be paid in long-term, equity-based incentives. These figures are based on annual equity compensation awards only. This is consistent with our philosophy of strong linkage between pay and performance.
(1)CEO 2022 target compensation refers to former CEO Robert C. Biesterfeld Jr. (2)Equity compensation includes 50% PSUs and 50% RSUs.
Executive Compensation Components of Total Compensation Our compensation components are as follows:
Executive Compensation Performance Metrics and Goal Rigor
Executive Compensation 2022 Named Executive Officer Compensation Base Salary Annual base salary is designed to compensate our executive officers as part of a total compensation package necessary to attract, retain, and motivate high quality executives. Our
The Talent & Compensation Committee reviews base salaries
(1)Mr. Rajan held the position of
(2)Mr. Short’s base salary was increased to position him more competitively to market. Annual Cash Incentive Introduction The
2022 Target Opportunities The
Targets for NEOs 2022 Annual Cash Incentive Compensation
Executive Compensation 2022 Performance Levels and Achievement Financial Metrics The threshold, target, and maximum levels of APTI •The relative difficulty of achieving each level is consistent from year to year; •The target level is challenging, but achievable, and reflects planned company •A threshold payment is made to reward partial achievement of the target, and a maximum payment rewards attainment of an aggressive, but potentially achievable, level of performance. For performance between threshold and target or target and maximum, the achievement percentage is determined by linear interpolation. In 2022, the Talent & Compensation Committee established these APTI targets aligned with our long-term growth objectives and taking into consideration the volatility and uncertainty around supply chain and marketplace conditions at the time the metrics were set, which included uncertainty around the ongoing impact of the COVID-19 pandemic. For 2022, the target level of APTI represented 3% growth over 2021 APTI for the Enterprise, 18% growth over 2021 APTI for NAST, and a negative growth rate of 20% growth over 2021 APTI for Global Forwarding. The Talent & Compensation Committee certified the following actual performance levels of APTI for 2022, which represented 18% growth over 2021 APTI for the Enterprise, 45% growth for NAST, and a negative 8% growth for Global Forwarding: 2022 NEO Annual Incentive Compensation Financial Metrics ($ in 000’s)
(1)In 2022, APTI was adjusted to exclude the impact of organizational changes to support our enterprise strategy of accelerating our digital transformation and productivity initiatives. These restructuring costs included $21.5 million of severance and related personnel expenses and $15.2 million related to the impairment of certain capitalized internally developed software projects.
Executive Compensation For 2022, for Mr. Biesterfeld, APTI (as defined on page 51) growth represented 100% of the total annual incentive opportunity. APTI growth represented 80% of the total annual incentive opportunity with 20% tied to MBOs for the other NEOs. MBOs The Talent & Compensation Committee included MBOs as part of our fiscal 2022 annual cash incentive compensation plan for each NEO, other than Mr. Biesterfeld, to incentivize the achievement of more individualized financial and operational objectives that are critical to our long-term strategy as well as our commitment to DEI.
Executive Compensation Performance against the MBOs were evaluated after year end, with the Interim CEO, Scott Anderson, making recommendations to the Talent & Compensation Committee on the achievement of each NEO’s MBOs. The Talent & Compensation Committee then determined the level of achievement of the MBOs to determine the level of payout for this component of the plan. The actual target incentive opportunity and payouts, including each NEO’s MBOs, are described in more detail in the tables beginning on page 66. 2022 NEO Annual Cash Incentive Compensation The table below sets forth the weighted impact of actual performance against the financial metrics and MBOs in the calculation of each NEO’s percentage of target Performance for
Executive Compensation Equity Compensation Introduction We use equity compensation as our primary tool for aligning our executives with long-term shareholder interests, rewarding them for the achievement of overall company performance, and retaining them at C.H. Robinson. Equity compensation represents approximately 74% of our CEO’s total target compensation and approximately 61% of target compensation for
component of meeting our compensation goals as outlined in our compensation Equity Mix and Vesting Terms
(1)CEO % of target compensation refers to
In 2022, equity
Given the large percentage of their total compensation that is
Executive Compensation 2022 PSUs Overview Our PSUs granted in 2022 vest based on company performance over a three-year period of time. Any PSUs that are unvested at the
The fair value of each PSU award is established on the date of grant. For grants of PSUs, the fair value is established based on the market price of our common stock for the target number of shares on the date of the grant and is then discounted because employees have a one year deferred delivery following the completion of vesting.
EPS Growth The cumulative three-year diluted earnings per share growth target included a threshold, target, and maximum level for achievement over the period from 2021 through 2023 for the 2021 grants and from 2022 through 2024 for the 2022 grants. Adjusted Gross Profit Growth PSUs The annual adjusted gross profit target provided for three one-year long performance periods, with one-third of the PSUs eligible to vest in each of the three years based on achievement of adjusted gross profit for that year. For 2022, the threshold, target, and maximum were set at 0%, 5.1% and 7.1%, respectively. Based upon our adjusted gross profit growth of 14.0% in 2022, one-third of the PSUs tied to this measure vested at 200% of target. The calculation of adjusted gross profit is consistent with the same measure reported in our quarterly and annual SEC filings. 2022 AGP PERFORMANCE LEVELS AND ACHIEVEMENT(1)
(1)2022 performance achievement applies to 1/3 of adjusted gross profit growth PSUs granted in 2021 and 2022. Time-Based Restricted Stock Units Restricted stock units granted in 2021 and 2022 represented 50% of the NEOs’ annual equity grant value.
Executive Compensation The grant date fair value of a restricted stock unit award is established on the Performance-Based Equity Granted Prior to 2022 2021 PSUs An overview of the 2021 PSU award design and 2022 performance outcomes can be found in the 2022 PSUs section.
The fair value of each PSU award is established on the date of grant. For grants of PSUs, the fair value is established based on the market price of our common stock on the date of the grant for the target number of shares and is discounted for post-vesting holding restrictions that restrict the awardees’ ability to sell or transfer vested awards for a specified period of time.
Executive Compensation 2016-2020 Performance-Based Restricted Share Awards For our performance-based restricted share awards granted
The annual vesting percentage for
Performance-based restricted share
(1)Due to changes in the timing of the annual equity grant cycle, the annual performance-based restricted share grants that were historically granted in December were granted in February. (2)For all performance-based awards
(3)These awards achieved 100% vesting before the
Executive Compensation Other Compensation Broad-Based Employee Benefits Our NEOs are eligible to participate in all the same benefit programs as other C.H. Robinson employees. These include: EMPLOYEE 401(K) RETIREMENT PLAN We believe that saving for retirement is important for our employees. C.H. Robinson maintains a 401(k) retirement plan that meets the requirements of ERISA and is a qualified plan under the Internal Revenue Code. Our U.S. employees are eligible to contribute up to 75% of their cash compensation to the 401(k) plan, subject to Internal Revenue Service limitations. To support our compensation objectives, in 2022, the company matched 100% of the first 6% of eligible compensation that employees contributed to the plan during the year. EMPLOYEE STOCK PURCHASE PLAN Because we believe in aligning employee interests with our shareholders and our long-term company performance, C.H. Robinson maintains an employee stock purchase plan (ESPP) with a 15% discount that meets the requirements of the Internal Revenue Code. EMPLOYEE HEALTH AND WELFARE BENEFITS To support our goal to provide competitive compensation and benefits, the company sponsors many health and welfare benefit plans for our employees, such as healthcare; an employee assistance program, which provides additional no-cost access to behavioral health benefits and counseling; and various voluntary benefits such as critical illness and accident insurance, short-term and long-term disability, life insurance, paid Perquisites (Executive Officer Benefits) C.H. Robinson places a high value on all roles throughout our company and on consistency of culture and management approach. We do not provide our executives and managers with any unique perquisites or compensation plans except in certain circumstances such as relocation benefits. The Supplemental All Other Compensation table found on page 67 contains information about the benefits and perquisites for each of the NEOs, including the aggregate incremental cost of the perquisites. Compensation Process Role of Talent & Compensation Committee The Talent & Compensation Committee is responsible for assisting the Board of Directors in: 1.Reviewing the performance of the Chief Executive Officer; 2.Determining all elements of the compensation and benefits for the Chief Executive Officer and other executive officers of the company; 3.Reviewing and approving the company’s compensation program, including equity-based plans, for management employees generally; 4.Reviewing the company’s policies, practices, performance, disclosures, and progress toward goals with respect to significant issues of DEI and Human Capital Management, including the alignment of such efforts with the company’s overall strategy; 5.Overseeing the company’s process of conducting advisory shareholder votes on executive compensation; and 6.Reviewing executive officers’ employment agreements; separation and severance agreements; change in control agreements; and other compensatory contracts, arrangements, and benefits. The Talent & Compensation Committee Report on executive compensation is found on page 65 of this Proxy Statement.
Executive Compensation Role of Management Our management team partners very closely with the Talent & Compensation Committee and our independent compensation consultant to execute on our pay for performance strategy. The CEO assists the Talent & Compensation Committee in setting the strategic direction of our executive compensation programs, evaluates the performance of the NEOs (excluding himself), and makes recommendations to the Talent & Compensation Committee regarding their compensation in consultation with the Chief Human Resources and ESG Officer. Although it gives significant weight to the CEO’s recommendations, the Talent & Compensation Committee retains full discretion in making compensation decisions. The CEO is not present during the decisions on his pay. The CEO, the Chief Human Resources & ESG Officer, and the Chief Financial Officer also participate in developing and recommending performance criteria and measures for our NEOs under our annual and equity incentive plans for consideration by the Talent & Compensation Committee. No other executive officers participate in the compensation process for 2022. Our Human Resources team, under the management of the Chief Human Resources & ESG Officer, also supports the Talent & Compensation Committee in its work and implements executive compensation programs. Role of Independent Compensation Consultant At the beginning of 2022, the Talent & Compensation Committee retained Aon to serve as the independent compensation consultant. Aon advised the Talent & Compensation Committee on 2022 pay structure and decisions. During 2022, the Talent & Compensation Committee retained Semler Brossy to serve as the independent compensation consultant to provide information, analysis, and objective advice regarding our executive compensation programs. The Talent & Compensation Committee periodically meets with Semler Brossy to review our executive compensation programs and discuss compensation matters. For 2022, Semler Brossy performed the following functions at the Talent & Compensation Committee’s request: •Assisted the Talent & Compensation Committee in its review and selection of the peer group; •Compared each element of the NEOs' target total direct compensation opportunity with the corresponding compensation elements for the comparator groups to assess competitiveness; •Prepared presentations for the Talent & Compensation Committee on general market trends and practices in executive compensation; •Prepared an analysis of pay and performance relative to the peer group and other comparator groups used by proxy advisory firms to support the Talent & Compensation Committee's goal of aligning our executive compensation program with shareholders' interests; •Advised the Talent & Compensation Committee on the design of executive incentive programs and arrangements; •Supported the Talent & Compensation Committee in its review of the CD&A. The Talent & Compensation Committee reviews its relationship with its advisors annually. The process includes a review of the quality of services provided, the fee structure for the services, and the factors impacting its advisor’s independence under the rules of the Securities and Exchange Commission and the listing standards of Nasdaq. In February 2023, the Talent & Compensation Committee concluded that no conflict of interest exists that would prevent its advisor from independently advising the Talent & Compensation Committee.
Executive Compensation Peer Group and Benchmarking The Talent & Compensation Committee considers many factors when setting compensation plans and awards, including company performance, NEOs’ responsibilities, officer performance, position tenure, experience, and survey information from independent experts. In 2022, with assistance from its independent compensation consultant, the Committee approved the development of a compensation peer group for 2023 pay decisions. The peer group is intended to be used as one input when evaluating and determining pay levels and practices for our executives. As the peer group was identified after decisions for 2022 compensation were made, the peer group was first used for 2023 compensation decisions. Going forward, the Committee will evaluate the peer group annually to determine if the companies included in the group continue to meet relevant criteria and are appropriate comparators. To determine the compensation peer group, the Talent & Compensation Committee considers companies that: •Are of reasonably similar size based on revenue and market capitalization (companies between one-fourth and four times that of C.H. Robinson’s revenue and between one-third and three times that of C.H. Robinson’s market cap). •Compete with C.H. Robinson for executive talent and/or have similar skill needs at the executive level. •Operate in the transportation, logistics, or distribution industries.
C.H. Robinson positioning relative to compensation peer group(1)
(1)Amounts as of December 31, 2022.
Executive Compensation Additional Compensation Policies and Practices Stock Ownership Guidelines To ensure alignment with our shareholders, the Talent & Compensation Committee has established stock ownership guidelines for our executive officers. The Talent & Compensation Committee believes that linking a significant portion of the executive officer’s personal holdings to the company’s success aligns our executive interests with that of our shareholders. Therefore, executive officers are expected to own a significant amount of C.H. Robinson stock. The Talent & Compensation Committee has established stock ownership guidelines for our executive officers based on all shares
àCEO: Six times base salary àOther NEOs: Three times base salary àOther direct reports to the CEO: Three times base salary It is Clawback Policy We have an incentive compensation recovery policy pursuant to which the Talent & Compensation Committee may require the reimbursement or forfeiture of incentive compensation to the extent it, or a portion of it, was awarded, vested, or paid based on the Prohibition Against Pledging and Hedging Our officers and directors are prohibited from pledging their company stock
company stock. Equity Plan Acceleration and
Our (1)In the case of equity awards granted prior to May 5, 2022, if a change in control of our company occurs, the Talent & Compensation Committee may take such actions with respect to outstanding equity awards as it deems appropriate under the circumstances, which may include (i) providing for the continuation, assumption, or replacement of outstanding awards by the surviving or successor entity; (ii) providing that outstanding awards will terminate upon or immediately prior to the consummation of such change in control; (iii) providing that outstanding awards will vest and become exercisable or payable, in whole or in part, prior to or upon consummation of such change in control, or upon termination of an NEO’s employment; or (iv) providing for the cancellation of any outstanding award in exchange for a payment equal to the intrinsic value of the award at the time of the change in control. The Talent & Compensation Committee may specify the action to be taken in an award agreement or take the action prior to or coincident with the change in control and is not required to treat all awards or all NEOs similarly.
Executive Compensation All types of awards will become fully vested if employment ends due to death or disability. Post-employment vesting
continue to vest post-employment for two additional years. Employment Agreements C.H. Robinson uses employment agreements to protect against former employees soliciting our employees, customers, and Executive Separation and Change in Control Plan The company
Section 162(m) Disclosure Section 162(m) of the Internal Revenue Code
Despite the limits on the deductibility of
Talent & Compensation
The Talent & Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section with C.H. Robinson management and concurs that it accurately represents the compensation philosophy of the company. Based on its review and discussion with management, the Talent & Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis section be included in this Proxy Statement. The Talent & Compensation Committee Charter is posted under the Governance section of the Investors page of our website at investor.chrobinson.com. Jodee A. Kozlak, Chair Kermit R. Crawford Timothy C. Gokey Mary J. Steele Guilfoile Henry W. “Jay” Winship The Members of the Talent & Compensation Committee of the Board of Directors
Executive Compensation Executive Compensation Tables Summary Compensation Table
(1)Assumptions used in the calculation of the amounts reported in this column are included in Note 6 to the financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. (2)Amounts shown in this column represent amounts earned under our annual incentive program during each respective year and paid early in the following year. (3)All other compensation for our NEOs is summarized in the Supplemental All Other Compensation table. (4)Mr. Biesterfeld’s last day as the President and CEO of the company was on December 31, 2022. (5)If the PSU awards were to vest at maximum, the value of Mr. Biesterfeld’s stock awards would be $9,612,923. (6)If the PSU awards were to vest at maximum, the value of Mr. Zechmeister’s stock awards would be $2,294,278. (7)Mr. Rajan held the position of Chief Product Officer from September 21, 2021 until he was appointed Chief Operating Officer on October 31, 2022. (8)If the PSU awards were to vest at maximum, the value of Mr. Rajan’s stock awards would be $3,361,332. (9)Mr. Rajan’s salary reported for 2021 is for a partial year; Mr. Rajan joined the company as Chief Product Officer on September 1, 2021. (10)If the PSU awards were to vest at maximum, the value of Mr. Pinkerton’s stock awards would be $2,277,292. (11)If the PSU awards were to vest at maximum, the value of Mr. Short’s stock awards would be $2,025,676.
Executive Compensation Supplemental All Other Compensation Table
(1)Represents matching contributions under the company’s qualified 401(k) plan. (2)Represents the value of relocation expenses reimbursed by the company. (3)Represents reimbursement of taxes paid by Mr. Rajan on relocation expense reimbursement. Grants of Plan-Based Awards in 2022
(1)Under the terms of the award and as further explained in the Annual Cash Incentive Compensation section of 2022 Named Executive Officer Compensation, beginning on page 53, the amount earned by each NEO was based upon on the company’s or the appropriate business division’s APTI, along with MBO achievement for 2022 and was paid to the executive in early 2023.
Executive Compensation (2)The amounts in this column represent the grant date fair value for the respective awards. The vested performance-based restricted stock units and time based restricted stock units earn dividends at the same rate as common stock. Because these dividends are considered compensation under the Internal Revenue Code, the dividends are paid to each NEO through the company’s payroll system. (3)Represents 1/3 of the total number of performance-based restricted stock units granted during the reported year to the NEO. Due to separate one-year performance periods with annual performance targets set at the start of each performance period, each 1/3 of the grant is reported as granted when such performance target is set. The first 1/3 was disclosed when reporting 2021 compensation and the remaining 1/3 will be disclosed when reporting 2023 compensation, respectively. The grant date fair value is determined when the annual performance targets are set during the following February. These performance-based restricted stock units are available to vest over three calendar years beginning in 2021, based on the company’s annual adjusted gross profit growth. Any shares unvested after the vesting period are forfeited back to the company. The standard delivery of all vested performance stock units occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment. (4)Represents the number of performance-based restricted stock units granted during the reported year to the NEO. These performance-based restricted stock units are available to vest over three calendar years beginning in 2022, based on the company’s cumulative three-year diluted earnings per share growth. Any shares unvested after the vesting period are forfeited back to the company. The standard delivery of all vested performance stock units occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment. (5)Represents 1/3 of the total number of performance-based restricted stock units granted during the reported year to the NEO. The remaining 2/3 will be disclosed when reporting 2023 and 2024 compensation, respectively. The grant date fair value is determined when the annual performance targets are set during the following February. These performance-based restricted stock units are available to vest over three calendar years beginning in 2022, based on the company’s annual adjusted gross profit growth. Any shares unvested after the vesting period are forfeited back to the company. The standard delivery of all vested performance stock units occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment. (6)Represents the number of time based restricted stock units granted during the reported year to the NEO. These restricted stock units vest ratably over three calendar years beginning in 2022. The standard delivery of all vested restricted stock units occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment.
Executive Compensation Outstanding Equity Awards at Fiscal Year-End 2022
Executive Compensation (1)The 2013-2014 performance-based stock option grants were available to vest over a five year period based on the financial performance of the company. The vesting formula for the 2013-2014 awards is based on the year-over-year percentage growth in diluted earnings per share, plus ten percentage points. Any performance-based stock options unvested after five years were forfeited back to the company. Once the options vest, they are exercisable for a period of ten years from the date of grant under the option award agreement. (2)Represents the number of time based stock options granted during the reported year to the NEO. These stock options vest ratably over five calendar years beginning in the calendar year after the year of grant. Once vested, they are exercisable for a period of ten years from the date of grant under the option award agreement. (3)Represents the number of time based stock options granted during the reported year to the NEO. These stock options vest ratably over five calendar years beginning in the year of grant. Once vested, they are exercisable for a period of ten years from the date of grant under the option award agreement. (4)The 2021 performance-based restricted stock units are available to vest over three calendar years beginning in 2021, based on the company’s cumulative three-year diluted earnings per share growth. Any shares unvested after the vesting period are forfeited back to the company. The standard delivery of all vested performance stock units occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment. (5)The 2021 performance-based restricted stock units are available to vest over three calendar years beginning in 2021, based on the company’s annual adjusted gross profit growth. Any shares unvested after the vesting period are forfeited back to the company. The actual vesting percentage on the annual adjusted gross profit PSU was 200% in 2021 and 2022. The standard delivery of all vested performance stock units occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment. (6)The 2021 time based restricted stock units vest ratably over three calendar years beginning in 2021. The standard delivery of all vested restricted stock units occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment. (7)The 2022 performance-based restricted stock units are available to vest over three calendar years beginning in 2022, based on the company’s cumulative three-year diluted earnings per share growth. Any shares unvested after the vesting period are forfeited back to the company. The standard delivery of all vested performance stock units occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment. (8)The 2022 performance-based restricted stock units are available to vest over three calendar years beginning in 2022, based on the company’s annual adjusted gross profit growth. Any shares unvested after the vesting period are forfeited back to the company. The actual vesting percentage on the annual adjusted gross profit PSU was 200% in 2021 and 2022. The standard delivery of all vested performance stock units occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment. (9)The 2022 time based restricted stock units vest ratably over three calendar years beginning in 2022. The standard delivery of all vested restricted stock units occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment. (10)Upon Mr. Rajan’s hire as Chief Product Officer in August 2021, C.H. Robinson awarded him a special time-based restricted stock unit award. This award vests ratably on the anniversary of the grant date over two years, with no delayed delivery, contingent on Mr. Rajan’s continued service and was intended to serve as a replacement of equity awards Mr. Rajan forfeited from his previous employer. If Mr. Rajan separates from service other than due to death, disability, or change in control prior to September 1, 2023, the unvested restricted stock units will be forfeited back to the company. One-half of the vested restricted stock units were delivered to Mr. Rajan on September 1, 2022, and the other half will be delivered to Mr. Rajan on September 1, 2023. The fair value was established based on the market price of our common stock on the date of grant.
Executive Compensation Option Exercises and Stock Vested During 2022
(1)$1,330,916 is deferred until the earlier of two years after termination of employment or two years following the end of the five-year vesting period. $3,998,425 is deferred until the earlier of one year following the end of the three-year vesting period or two years after termination of employment. (2)$405,245 is deferred until the earlier of two years after termination of employment or two years following the end of the five-year vesting period. $987,566 is deferred until the earlier of one year following the end of the three-year vesting period or two years after termination of employment. $468,823 was not deferred. (3)$1,385,486 is deferred until the earlier of one year following the end of the three-year vesting period or two years after termination of employment. $851,559 was not deferred. (4)$252,248 is deferred until the earlier of two years after termination of employment or two years following the end of the five-year vesting period. $922,192 is deferred until the earlier of one year following the end of the three-year vesting period or two years after termination of employment. (5)$236,591 is deferred until the earlier of two years after termination of employment or two years following the end of the five-year vesting period. $778,077 deferral occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment. Nonqualified Deferred Compensation(1)
31, 2022.Potential Payments Upon Termination or Change in Control See the description of the Severance Plan under the heading Executive Separation and Change in Control Plan, page 65, for further information related to potential severance payments and equity acceleration described in the table below. The following table lists the potential value of severance and bonus payments, and accelerated vesting of unvested
Executive Compensation
(1)Mr. Biesterfeld’s service with the company ended on January 1, 2023 due to an involuntary termination without cause. Therefore, only those payments and benefits that are tied to an involuntary termination without cause not in connection with a change in control are included in this table for Mr. Biesterfeld. (2)PSUs vest at target for death/disability. (3)PSUs vest at better of actual or target upon a CIC; includes 24 months of COBRA premiums. (4)Includes 24 months of COBRA premiums.
Executive Compensation CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of RegulationS-K, we are providing the following information about the relationship of the annual total compensation of our CEO. For àthe annual total compensation, calculated in accordance with the rules applicable to the Summary Compensation Table included on page 66 of this Proxy Statement, of our median employee was $62,752; and àthe annual total compensation of our Based on this information, for
While conducting our 2022 pay ratio analysis, the company determined that we could use the same median employee
Executive Compensation Pay Versus Performance As discussed in the
(1)Amounts reported are the total compensation reported for Robert C. Biesterfeld Jr. in the Summary Compensation Table. Robert C. Biesterfeld Jr. served as our CEO
(2)Amounts reported represent the amount of
(3)Amounts reported are the
Executive Compensation (4)Total shareholder return as calculated based on a fixed investment of one hundred dollars measured from the market close on December 31, 2019 (the last trading day of 2019) through and (5)Our peer group used for the TSR calculation is the NASDAQ Transportation Index, which is the industry index used to show our performance in our Form 10-K. (6)Our company-selected measure, which is the measure we believe represents the most important financial performance not otherwise Tabular List of Important Financial Performance Measures The following table lists the most important financial performance measures we used to link Compensation Actually Paid to the
Financial Performance Measures
(2)Additional information about adjusted gross profit and
Relationship Between Pay and Performance We believe the
years reported above and over the three-year cumulative period are reflective of the
Executive Compensation Company Actually Paid versus Total Shareholder Return  (1)Total shareholder return in the above chart, reflects the cumulative return of $100 as if invested on Company Actually Paid versus Total Net Income 
Executive Compensation Company Actually Paid versus Adjusted Operating Margin % 
Independent Auditors’ Fees The following table summarizes the total fees for audit services provided by the independent auditor for the audit of our annual consolidated financial statements for the years ended December 31,
(1)Fees for audit services billed or expected to be billed relating to 2022 and 2021 consisted of: •Audit of the company’s annual financial statements and internal controls over financial reporting. •Reviews of the company’s quarterly financial statements. •Statutory and regulatory audits, consents, and other services related to Securities and Exchange Commission matters. (2)Fees for audit-related services billed or expected to be billed consisted of: •Employee benefit plan audit and due diligence procedures related to closed and prospective acquisitions. (3)Fees for tax services billed for tax compliance and tax planning and advice: •Fees for tax compliance services totaled •Fees for tax planning and advice services totaled In considering the nature of the services provided by the independent auditor, the Audit Committee determined that such services are compatible with the provision of independent audit services. The Audit Committee discussed these services with the independent auditor and our management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the Securities and
Exchange Commission to implement the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants. All services provided by the independent auditor during
Pre-approval Policy All Any requests for audit, audit-related, tax, and other services not included on the Service List must be submitted to the Audit Committee for specific pre-approval. In addition, although not required by the rules and regulations of the Securities and Exchange Commission, the Audit Committee generally requests a range of fees associated with each proposed service on the Service List and any services that were not originally included on the Service List. Providing a range of fees for a service incorporates appropriate oversight and control of the independent auditor relationship, while permitting the company to receive immediate assistance from the independent auditor when time is of the essence. The Audit Committee reviews the status of services and fees incurredyear-to-date against the original Service List and the forecast of remaining services and fees. The policy contains ade minimis provision that enables retroactive approval for permissiblenon-audit services under certain circumstances. The provision allows for the 1.The service is not an audit, review, or other attest service; 2.The total amount of all such services provided under this provision does not exceed the lesser of $20,000 or 5% of total fees paid to the independent auditor in a given fiscal year; 3.The services were not recognized at the time of the engagement to be non-audit services; 4.The services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee or its designee; and 5.The service and fee are specifically disclosed in the Proxy Statement as meeting the de minimis requirements of Regulation S-X of the Securities Exchange Act of 1934, as amended.
James B. Stake, Chair James J. Barber, Jr. Timothy C. Gokey Mark A. Goodburn Paula C. Tolliver The Members of the Audit Committee of the Board of Directors
Security Ownership and Related Information Security Ownership of Certain Beneficial Owners and Management The following table contains information regarding beneficial ownership of C.H. Robinson’s common stock as of Monday, March 13, 2023, by (i) each person who is known by the company to own beneficially more than 5% of the common stock, (ii) each director or nominee, and each NEO of the company named in the Summary Compensation Table and (iii) all current company directors and executive officers as a group. Unless otherwise noted, the shareholders listed in the table have sole voting and investment powers with respect to the shares of common stock owned by them. Percentage ownership of our management is based on 116,486,571 shares of our common stock issued and outstanding on March 13, 2023. Percentage ownership of our largest shareholders is based on the percentages set forth in the Schedule 13G/As referenced below.
Security Ownership and Related Information (1)Beneficial ownership is determined in accordance with rules of the Securities and Exchange Commission and generally includes voting power and/or investment power with respect to securities. Shares of common stock subject to options currently exercisable within 60 days of March 13, 2023, are deemed outstanding for computing the percentage beneficially owned by the person holding such options but are not deemed outstanding for computing the percentage beneficially owned by any other person. (2)The figures in this column represent the performance-based restricted shares and units granted to the NEOs and the other executive officers of the company. (3)Disclosure is made in reliance upon a statement on Schedule 13G/A filed with the Securities and Exchange Commission on February 9, 2023. The Vanguard Group, Inc., filing as an investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E), has shared voting power over 169,361 shares, sole dispositive power over 14,435,600 shares, and shared dispositive power over 494,750 shares. (4)Disclosure is made in reliance upon a statement on Schedule 13G/A filed with the Securities and Exchange Commission on January 26, 2023. BlackRock, Inc., filing as a parent holding company or control person in accordance with Rule 240.13d-1(b)(1)(ii)(G), has sole voting power over 13,542,224 shares and sole dispositive power over 14,668,586 shares. (5)Disclosure is made in reliance upon a statement on Schedule 13G/A filed with the Securities and Exchange Commission on February 9, 2023, by First Eagle Investment Management, LLC (“FEIM”), filing as an investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E), has sole voting power over 9,778,062 shares and sole dispositive power over 10,816,805 shares. The First Eagle Global Fund, a registered investment company for which FEIM acts as investment adviser, may be deemed to beneficially own 7,426,526 shares, or 6.31% of the company’s common stock. (6)Disclosure is made in reliance upon a statement on Schedule 13G/A filed with the Securities and Exchange Commission on February 6, 2023, by State Street Corporation, filing as a parent holding company or control person in accordance with Rule 240.13d-1(b)(1)(ii)(G), has shared voting power over 7,098,107 shares and shared dispositive power over 8,551,636 shares. (7)Includes 322,882 shares underlying performance-based and time-based stock options exercisable within 60 days. (8)Includes 66,580 shares underlying time-based stock options exercisable within 60 days. (9)Includes 99,810 shares underlying performance-based and time-based stock options exercisable within 60 days. (10)Includes 16,046 shares underlying time-based stock options exercisable within 60 days. (11)Includes 266,943 shares beneficially owned by Pacific Point Advisors LLC. Mr. Winship disclaims beneficial ownership of the shares held by Pacific Point except to the extent of his actual pecuniary interest in such shares.
Related Party Transactions Our Audit Committee, pursuant to the company’s written policy and procedures regarding transactions with related parties, is responsible for reviewing, approving, and/or ratifying any transaction involving the company with related persons. As defined in the policy, (i) a “related person” includes all directors and executive officers of the company, any nominee for director, and any immediate family members of any of the foregoing persons, as well as shareholders who beneficially own greater than 5% of the company’s common stock and their immediate family members; and (ii) a “transaction” includes but is not limited to any financial transaction, arrangement, or relationship. A transaction does not include any compensation arrangement with an executive officer or director of the company that has been approved or authorized by the Talent & Compensation Committee. In determining whether to approve or ratify a related party transaction, the Audit Committee will consider, among other things, the business purpose and terms of the transaction, the process used to evaluate the transaction, and the significance of the interests and amounts involved in the transaction. Brian P. Short, who served as a director of the company until the annual shareholder meeting in 2022, is the president, chief executive officer and, with a number of his family members, holds a controlling interest in AMMF, a privately held trucking and transportation services company. In 2022, C.H. Robinson engaged AMMF in the ordinary course of business as a contracted motor carrier to haul approximately 418 truckloads. The company paid approximately $1,370,000 to AMMF for these services in 2022. Management reported to the Audit Committee that the prices paid for the transportation services provided by AMMF were negotiated by 19 separate offices and were consistent with similar loads carried by other third-party vendors using comparable equipment. The transaction with Mr. Short was approved by the Audit Committee in accordance with the policy described above.
Additional Information Proxy Statement for the 2023 Annual Meeting of Shareholders This Proxy Statement is soliciting your proxy for use at the C.H. Robinson Worldwide, Inc., 2023 Annual Meeting of Shareholders (“Annual Meeting”). A proxy enables your shares of common stock to be represented and voted at the Annual Meeting. Our Annual Meeting will be virtual only and held at 1:00 p.m. Central Time on Thursday, May 4, 2023. You may attend the virtual meeting and vote This proxy is requested by the Board of Directors of C.H. Robinson Worldwide, Inc., (“the company,” “we,” “us,” or “C.H. Robinson”) for the following purposes: 1.To elect 11 directors to serve for a term of one year; 2.To approve, on an advisory basis, the compensation of named executive officers; 3.To hold an advisory vote on the frequency of future advisory votes on the compensation of named executive officers. 4.To ratify the selection of Deloitte & Touche LLP as the company’s independent
5.To conduct any other business that properly comes before the meeting and any adjournment or postponement of the meeting. We provide our shareholders with the opportunity to access the Annual Meeting proxy materials online. A Notice of Internet Availability of Proxy Materials is being mailed to all our shareholders, except those who have previously provided instructions to receive paper copies of our proxy materials. The notice contains instructions on how to access and review our proxy materials online and how to vote your shares. The notice will also tell you how to request our proxy materials in printed form or by email, at no charge, if that is your preference. The notice contains your 16-digit control number that you will need to vote your shares at our virtual only Annual Meeting. Please keep the notice for your reference until after our Annual Meeting. We will have completed mailing the Notice of Internet Availability of Proxy Materials to our shareholders by Friday, March 24, 2023. Questions and Answers about the Annual Meeting General Information Who is entitled to vote? Holders of record of C.H. Robinson Shares are counted as present at the Annual Meeting
Additional Information How can I vote? If you submit your vote before the Annual Meeting using any of the following methods, your shares of common stock will be voted àOnline: You can vote your shares at www.proxyvote.com. You may access this website 24 hours a day, and voting is available through 11:59 p.m. Eastern Time on Wednesday, May 3, 2023. You will need your 16-digit control number that was included in the notice that was mailed to you. The voting website has easy-to-follow instructions and allows you to confirm that the system has properly recorded your votes. If your shares are held beneficially, please follow the internet voting instructions in the notice you received from your bank, broker, trustee, or other record holder. àBy Telephone: You can vote your shares by telephone. To vote your shares by telephone, please go to www. proxyvote.com and log in using your 16-digit control number provided on your notice. At that website, you will be provided with a telephone number for voting. Alternatively, if you request paper copies of the proxy materials, your proxy card or voting instruction form will have a toll-free telephone number that you may use to vote your shares. Telephone voting is available through 11:59 p.m. Eastern Time on Wednesday, May 3, 2023. When you vote by telephone, you will be required to enter your 16-digit control number, so please have it available when you call. As with online voting, you will be able to confirm that the system has properly recorded your votes. àBy Mail: If you choose to receive paper copies of the proxy materials by mail and you are a holder of record, you can vote by marking, dating, and signing your proxy card and returning it by mail in the postage-paid envelope provided to you. If you choose to receive paper copies of the proxy materials by mail, and you hold your shares beneficially, you can vote by completing and mailing the voting instruction form provided by your bank, broker, trustee, or holder of record. Your vote is important, and we encourage you to vote promptly. Online and telephone voting are available through 11:59 p.m. Eastern Time on Wednesday, May 3, 2023, for all shares entitled to vote. The company will be hosting the Annual Meeting virtually, which we believe allows C.H. Robinson to be more inclusive and reach a greater number of our shareholders. To attend the virtual meeting please visit www.virtualshareholdermeeting.com/CHRW2023 and be sure to have the 16-digit control number provided to you on your Notice of Internet Availability of Proxy Materials or Proxy Card. If you are a beneficial shareholder (you hold your shares through a nominee, such as a broker), your nominee can advise you whether you will be able to submit voting instructions by telephone or via the internet. Submitting your proxy will not affect your right to vote electronically, if you decide to login with your 16-digit control number and attend the virtual only Annual Meeting.
Additional Information What am I voting on, how many votes are required to approve each item, how are votes counted, and how does the Board recommend I vote? The table below summarizes the proposal that will be voted on, the vote required to approve each item, how votes are counted, and how the Board recommends you vote:
(1)If you sign and return your proxy (2)Brokers cannot vote shares on their customers’ behalf on “non-routine” proposals without receiving voting instructions from a customer, but may vote on “routine” proposals without such instructions. The table indicates that the only routine proposal is Proposal 4. If a broker does not receive voting instructions from its customer with respect to the other non-routine proposals and (3)With respect to the election of directors, our Bylaws provide for a plurality voting standard in the event of a contested director election, as an exception to the majority voting standard described above, and contain a director resignation requirement. Under the director resignation requirement, any incumbent director who fails to receive a majority vote in an uncontested election is required to tender his or her resignation, subject to acceptance by the Board. Our Governance Committee will make a recommendation to the Board on whether to accept the resignation, and the Board will act upon such resignation within 90 days from the date the election results are certified and then publicly disclose its determination. The director who tenders his or her resignation will not participate in the recommendation or decision with respect to his or her resignation. Because the election of directors at the Annual Meeting is uncontested, the majority voting requirement described above applies to the election of directors at the Annual Meeting. How do I revoke my proxy? You may revoke your proxy and change your vote at any time before the voting closes at the Annual Meeting. You may do this by submitting a properly executed proxy with a later date, or by delivering a written revocation to the corporate secretary’s attention at the company’s address listed above, or during the Annual Meeting. Shareholder Proposals and Other Matters C.H. Robinson did not receive written notice of any shareholder
Additional Information Other Information Solicitation of
C.H. Robinson
Proposals for the 2024 Annual Meeting Consistent with our Bylaws and federal securities laws, any shareholder proposal to be presented at the
Friday, November 22, 2023. Please see “Proposal 1: Election of Directors - Board Refreshment and Nominations Process” for information regarding the shareholder nomination process. Householding The Securities and Exchange Commission has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single proxy statement or annual report, as applicable, addressed to those shareholders. This process, which is commonly referred to as If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or annual report, or if you are receiving multiple copies of either document and wish to receive only one, please contact us in writing or by telephone at C.H. Robinson Worldwide, Inc., Attention:
General Our Annual Report and Form10-K for the fiscal year ended December 31,
 Ben G. Campbell Chief Legal Officer and
March
Additional Information
Additional Information Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
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