Sector: Industrials
CH ROBINSON WORLDWIDE INC · Meeting: May 7, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
CEO and executive director since 2023; CHRW's 3-year total return of 88.9% outperforms the company-disclosed peer group median of 40.5% by +48.4pp, well below the 65pp trigger threshold for strong-positive TSR, so no TSR underperformance flag applies; no overboarding, attendance, or independence concerns.
Independent director since 2020; TSR trigger does not apply given CHRW's strong outperformance versus peer median (+48.4pp, threshold 65pp); holds seats at Allstate and Visa plus CHRW (3 total), within the 4-board limit; no other policy flags.
Joined the board in August 2025, less than 24 months ago, so he is exempt from the TSR underperformance trigger under policy; brings deep global logistics and supply chain expertise relevant to CHRW's strategy; no overboarding or independence concerns.
Independent director since 2017; TSR trigger does not apply given CHRW's strong peer outperformance; holds seats at Broadridge (as CEO) and CHRW — sitting CEOs are limited to 2 boards and Gokey holds exactly 2, within policy limits; no other flags.
Independent director since 2022; TSR trigger does not apply; holds seats at Palo Alto Networks and CHRW (2 total), well within limits; designated Audit Committee Financial Expert; no policy flags.
Independent director since 2012; TSR trigger does not apply given CHRW's strong peer outperformance (+48.4pp vs 65pp threshold); holds seats at AVOLTA AG and CHRW (2 public boards), within limits; no overboarding, attendance, or independence flags.
Independent Board Chair since 2013; TSR trigger does not apply; holds seats at K.B. Home, MGIC Investment, and CHRW (3 total), within the 4-board limit; no overboarding, attendance, or independence concerns.
Independent director since 2024, less than 24 months tenure; exempt from TSR trigger under policy; holds seats at Holcim, Shin-Etsu Chemical, and CHRW (3 public boards), within limits; no other policy flags.
Independent director since 2024, less than 24 months tenure; exempt from TSR trigger under policy; holds only her CHRW seat as a public board directorship (Grainger role is an executive position, not a separate board seat for overboarding purposes); designated Audit Committee Financial Expert; no policy flags.
Independent director since 2018; TSR trigger does not apply given CHRW's strong peer outperformance; holds seats at Invesco and CHRW (2 total), within limits; designated Audit Committee Financial Expert; no overboarding, attendance, or independence concerns.
All 10 director nominees pass policy screens. CHRW's 3-year total return of 88.9% outperforms the company-disclosed peer group median of 40.5% by +48.4pp, which is below the 65pp underperformance threshold applicable to companies with strong positive absolute returns, so the TSR trigger does not fire for any director. Three directors (Feitzinger, McGarry, Robbins) joined within the past 24 months and are exempt from the TSR trigger regardless. No overboarding, attendance below 75%, non-independence on restricted committees, or familial relationship flags were identified.
CEO
David P. Bozeman
Total Comp
$11,045,949
Prior Support
94%%
CEO total compensation of approximately $11 million is reasonable for a large-cap ($20B) industrial logistics company with a CEO who has overseen meaningful operational improvement and a 73% one-year stock price gain. Prior Say on Pay support was approximately 94% at the 2025 annual meeting, well above the 70% threshold that would require visible program changes. The pay structure is heavily performance-weighted — 73% of CEO target pay is in long-term equity (60% performance stock awards, 40% time-vested restricted stock awards), which exceeds the policy's 50-60% variable pay requirement, and the company adopted a strengthened clawback policy in 2025; CHRW's 3-year total return of 88.9% substantially outperforms the peer median of 40.5%, confirming that above-benchmark incentive pay is aligned with shareholder experience.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,884,837
Non-Audit Fees
$791,604
Non-audit fees (audit-related fees of $300,975 plus tax fees of $488,734 plus other fees of $1,895, totaling $791,604) represent approximately 42% of core audit fees of $1,884,837, which is below the 50% threshold that would trigger a concern about auditor independence. Deloitte is a Big 4 firm appropriate for a $20 billion market cap company. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire under policy — this is noted as a minor negative but does not change the vote.
The 2026 CHRW annual meeting ballot is straightforward and passes all major policy screens: the full slate of 10 directors earns FOR votes given strong stock outperformance versus peers and no overboarding or independence flags, the Say on Pay program earns FOR given a heavily performance-weighted pay structure and 94% prior-year support, and the auditor ratification earns FOR given a non-audit fee ratio of approximately 42%, well below the 50% independence threshold. The Employee Stock Purchase Plan amendment is not evaluated under current policy.
20 companies disclosed in 2026 proxy filing
