CH ROBINSON WORLDWIDE INC (CHRW)
Sector: Industrials
2026 Annual Meeting Analysis
CH ROBINSON WORLDWIDE INC · Meeting: May 7, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
CEO and director since 2023; CHRW's 3-year total return of 89.6% outperforms the company-disclosed peer group median of 39.4% by +50.2pp, which does not exceed the 65pp threshold required to trigger an against vote for a strong-positive-TSR company; no overboarding, attendance, or independence concerns.
Independent director since 2020 with relevant retail/operations experience; TSR trigger does not apply given CHRW's strong outperformance of its peer group; holds seats on Allstate and Visa plus CHRW — within the four-board limit; no other policy flags.
Joined the board in August 2025, well within the 24-month new-director exemption from the TSR trigger; brings deep global logistics and technology expertise relevant to CHRW's strategy; no other policy concerns identified.
Independent director since 2017; as a sitting public-company CEO (Broadridge), holds CHRW plus Broadridge — exactly two public board seats, which is the maximum allowed for sitting CEOs and does not trigger the overboarding rule; TSR trigger does not apply; no other flags.
Independent director since 2022; CPA and audit committee financial expert with strong financial oversight credentials; TSR trigger does not apply; holds CHRW and Palo Alto Networks — two boards, within limits; no policy concerns.
Independent director since 2012; holds CHRW, AVOLTA AG (Swiss exchange) — within the four-board limit; TSR trigger does not apply given CHRW's strong peer outperformance; no other policy flags.
Independent Board Chair since 2023, director since 2013; holds CHRW, K.B. Home, and MGIC Investment — three boards, within the four-board limit; TSR trigger does not apply; no policy concerns identified.
Independent director since 2024; holds CHRW, Holcim (Swiss exchange), and Shin-Etsu Chemical (Tokyo exchange) plus U.S. Steel which was acquired — effectively three active public boards, within the four-board limit; TSR trigger does not apply; no policy concerns.
Independent director since 2024; audit committee financial expert with deep supply chain and operations experience relevant to CHRW; holds only CHRW board seat; TSR trigger does not apply; no policy concerns.
Independent director since 2018; audit committee financial expert and technology/AI oversight leader well-suited to CHRW's strategy; holds CHRW and Invesco — two boards, within limits; TSR trigger does not apply; no policy concerns.
All ten director nominees pass policy screens. CHRW's 3-year total return of 89.6% outperforms the company-disclosed peer group median of 39.4% by +50.2pp, which falls below the 65pp underperformance threshold required to trigger an against vote for a company with strong positive returns — so the TSR trigger does not fire for any director. No director exceeds the overboarding limit (sitting CEO Gokey holds exactly two public boards; all others hold four or fewer). Attendance was 100% above the 75% threshold for all nominees. The board discloses a skills matrix and has multiple audit committee financial experts. Vote FOR all ten nominees.
Say on Pay
✓ FORCEO
David P. Bozeman
Total Comp
$11,045,949
Prior Support
94%%
The prior year say-on-pay vote received 94% support, well above the 70% threshold that would require a response, and the company made meaningful improvements (increased performance stock awards from 50% to 60% of equity mix, moved to 100% financial metrics for the annual bonus, and adopted a supplemental clawback policy). CEO total compensation of approximately $11 million is within a reasonable range for a large-cap industrial company of CHRW's size and profile, and the pay mix is heavily performance-oriented — approximately 73% of CEO target pay is long-term equity-based incentive compensation, well above the 50-60% threshold the policy looks for. CHRW's 3-year total return of 89.6% significantly outpaces the company-disclosed peer group median of 39.4%, confirming that above-benchmark incentive pay is justified by strong shareholder outcomes. Vote FOR.
Auditor Ratification
✓ FORAuditor
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 audit fees ($1,884,837), which is below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy — this is noted as a minor negative but does not change the vote. Deloitte is a Big 4 firm appropriate for a $20B market-cap company, and there are no disclosed material financial restatements. Vote FOR.
Overall Assessment
The 2026 CHRW annual meeting ballot is straightforward: all ten director nominees pass policy screens on the strength of the company's exceptional 3-year total return that significantly outpaces its peer group, and no director has overboarding, attendance, or independence issues. The Say-on-Pay and auditor ratification proposals both pass policy screens — compensation is heavily performance-oriented with strong pay-for-performance alignment, and non-audit fees are within the acceptable range at approximately 42% of audit fees. There are no stockholder proposals on the ballot.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing