EXPEDITORS INTERNATIONAL OF WASHIN (EXPD)
Sector: Industrials
2026 Annual Meeting Analysis
EXPEDITORS INTERNATIONAL OF WASHIN · Meeting: May 5, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Carlile has been a director since 2019 (over 24 months), has strong financial and audit expertise as a former KPMG partner, serves on only one other public board (MicroVision), attended at least 75% of meetings, and the TSR trigger does not apply — EXPD's 3-year price return of +39.7% is strong positive, and the gap versus the XLI ETF of -35.3 percentage points is well below the 65-percentage-point threshold required to trigger an against vote.
Alger has been a director since 2017, brings deep logistics industry expertise as a co-founder, has no other public board seats, attended at least 75% of meetings, and the TSR trigger does not apply given the strong positive return and gap well below the 65-percentage-point threshold.
DuBois has been a director since 2016, provides critical cybersecurity and IT expertise from his 25-year Microsoft career including as CIO and CISO, has no other public company board seats, attended at least 75% of meetings, and the TSR trigger does not apply.
Emmert has been a director since 2008, brings extensive governance, compensation, and strategic planning experience, serves on only one other public board (Weyerhaeuser), attended at least 75% of meetings, and the TSR trigger does not apply given the strong positive return and gap well below the 65-percentage-point threshold.
Gulyas has been a director since 2015, brings broad executive and board experience across multiple industries, serves on only one other public board (Ingevity), attended at least 75% of meetings, and the TSR trigger does not apply.
Pedersen joined in February 2022 (over 24 months), brings deep CFO and financial expertise including as a CPA and audit committee financial expert, serves on one other public board (trivago), attended at least 75% of meetings, and the TSR trigger does not apply.
Pelletier has been a director since 2013, brings extensive board and CEO experience including cybersecurity oversight credentials, serves on two other public boards (Frontdoor and Ameriprise) which is within the three-seat limit for non-executive directors, attended at least 75% of meetings, and the TSR trigger does not apply.
Polius has been a director since November 2021 (over 24 months), brings strong financial and operational expertise as a CPA and audit committee financial expert, has no other public board seats, attended at least 75% of meetings, and the TSR trigger does not apply.
Wall became a director in April 2025, which is less than 24 months ago, making him exempt from the TSR underperformance trigger under the policy's new-director exemption; he is the sitting CEO with deep 38-year company experience and no outside public board seats, so no other policy concerns apply.
All nine director nominees receive a FOR vote. The company's 3-year price return of +39.7% is strongly positive, and the gap versus the XLI ETF benchmark of -35.3 percentage points is well below the 65-percentage-point threshold required to trigger an against vote for directors with strong positive absolute returns. No director is overboarded, all attended at least 75% of meetings, all independent directors serve only on independent committees, no problematic familial relationships with senior management exist (the Bell sibling relationship involves a district manager, not senior management), and the board discloses a skills matrix with clear qualifications for each nominee.
Say on Pay
✓ FORCEO
Daniel R. Wall
Total Comp
$9,643,863
Prior Support
89.8%%
CEO total compensation of $9.64 million is within a reasonable range for a CEO at a $19 billion market cap industrials company, and the company's pay structure is genuinely performance-linked — base salary is capped at $100,000 (less than 2% of total pay), with the vast majority of pay coming from an incentive pool directly tied to operating income and equity awards (restricted stock units and performance stock awards) requiring achievement of multi-year net revenue and earnings-per-share targets. The 2023 performance stock awards vested at 190% of target because the company exceeded its three-year earnings-per-share goal at maximum and exceeded net revenue targets well above threshold, demonstrating that incentive pay is earned through real performance rather than granted automatically. Prior-year shareholder support was 89.8%, well above the 70% threshold that would require a response, and the compensation committee has proactively reduced overall incentive allocation percentages to named executives by 40% since 2021, showing continued discipline.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$4,397,000
Non-Audit Fees
$0
KPMG is a Big Four firm appropriate for a $19 billion market cap company. Non-audit fees in 2025 were zero — there were no tax, audit-related, or other fees paid to KPMG beyond the core audit — so the non-audit fee ratio is 0%, well below the 50% threshold. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire under policy. No material financial restatements attributable to audit failure are present — the previously identified material weakness in IT controls was remediated during 2025 and management confirmed effective internal controls as of December 31, 2025.
Overall Assessment
The 2026 Expeditors International annual meeting presents three standard proposals — director elections, say on pay, and auditor ratification — all of which receive FOR votes under this policy. The company's compensation program is genuinely performance-linked with near-zero fixed pay, the board is well-qualified with no overboarding or attendance concerns, KPMG had zero non-audit fees in 2025, and the stock's strong positive 3-year return means the TSR underperformance trigger does not fire for any director.