DEF 14A of C. H. Robinson Worldwide, Inc., Mar 26, 2024

DEF 14A of C. H. Robinson Worldwide, Inc.

Filed Mar 26, 2024 · FY20230001043277-24-000013

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | | | | | Director Since | Committee Membership | | | | | Director Name | | Independent | Age | | AC | CAPC | GC | TCC | | | James J. Barber, Jr. Retired Chief Operating Officer, United Parcel Service | | 63 | 2022 | | | | | | | David P. Bozeman President and Chief Executive Officer | | 55 | 2023 | | | | | | | Kermit R. Crawford Retired President and Chief Operating Officer, Rite Aid | | 64 | 2020 | | | | | | | Timothy C. Gokey Chief Executive Officer, Broadridge Financial Solutions | | 62 | 2017 | | | | | | | Mark A. Goodburn Retired Chairman and Global Head of Advisory, KPMG International | | 61 | 2022 | | | | | | | Mary J. Steele Guilfoile Former Executive Vice President, JP Morgan Chase | | 70 | 2012 | | | | | | | Jodee A. Kozlak Chair of the Board; Former Executive Vice President and Chief Human Resources Officer, Target | | 61 | 2013 | | | | | | | Henry J. Maier Retired President and Chief Executive Officer of FedEx Ground | | 70 | 2022 | | | | | | | Michael H. McGarry Retired Executive Chairman and Chief Executive Officer, PPG Industries | | 66 | Nominee | | | | | | | Paige K. Robbins Senior Vice President and President, Grainger Business Unit | | 55 | Nominee | | | | | | | Paula C. Tolliver Retired Corporate Vice President and Chief Information Officer, Intel | | 59 | 2018 | | | | | | | Henry W. “Jay” Winship Founder, President and Managing Member of Pacific Point Capital | | 56 | 2022 | | | | |

  3. Director Nominees

    | AC - Audit Committee CAPC - Capital Allocation and Planning Committee | GC - Governance Committee TCC - Talent & Compensation Committee | | Chair | | Member |

  4. Director Nominees

    | 2024 Proxy Statement | 11 |

  5. Director Nominees

    Voting Roadmap

  6. Director Nominees

    | PROPOSAL 2 | | | Advisory Vote on the Compensation of Named Executive Officers | | | The Board recommends a vote FOR this proposal | àSee page 47 |

  7. Director Nominee Biographies and Qualifications

    Director Nominee Biographies and Qualifications

  8. Director Nominee Biographies and Qualifications

    | James J. Barber, Jr. |

  9. Director Nominee Biographies and Qualifications

    | INDEPENDENT (Director Nominee) Age: 63 Director Since: December 2022 Committees: àAudit | | | | Director Qualifications Mr. Barber possesses an extensive 35+ year background at UPS, which 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. This experience provides our Board with valuable insights into key topics relevant to our business. Mr. Barber has demonstrated experience in the areas of finance and accounting, as well as growth strategies and operations. He 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. | | | 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, 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 |

  10. Director Nominee Biographies and Qualifications

    | 16 | |

  11. Director Nominee Biographies and Qualifications

    | David P. Bozeman |

  12. Director Nominee Biographies and Qualifications

    | (Director Nominee) Age: 55 Director Since: June 2023 Committees: àCapital Allocation and Planning | | | | Director Qualifications Mr. Bozeman brings over 30 years of experience at industry-leading companies and iconic brands across supply chains, middle-mile transportation, manufacturing, digital, and customer service. Mr. Bozeman has a strong track record of reinventing complex operating models with industry-wide impact, proven expertise in global supply chain and logistics management through various economic cycles, and extensive experience leading high performing teams and cultures to drive results. | | | Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Chief Executive Officer (June 26, 2023 – Present) •Director (June 26, 2023 – Present) àFord Motor Company (NYSE: F), an automobile manufacturer •Vice President Ford Customer Services Division and Enthusiast Brands (2022 – 2023) àAmazon.com, Inc. (Nasdaq: AMZN), a technology company focused on ecommerce, cloud computing, online advertising, digital streaming, and artificial intelligence •Senior Vice President, Amazon Transportation Services (2017 – 2022) àCaterpillar Inc. (NYSE: CAT) •Senior Vice President, Enterprise Systems (2013 – 2017) •Multiple roles of increasing responsibility (2008 – 2013) àHarley-Davidson, Inc. (NYSE: HOG), a construction, mining, and other engineering equipment manufacturer •Multiple roles of increasing responsibility (1992 – 2008), including as Vice President, Advanced Manufacturing àOther Experience •Trustee and member of the Governance Committee, The Brookings Institution •Director and member of the Finance Committee, The Conservation Fund Public Board Experience àWeyerhaeuser Co. (NYSE: WY) •Former Director (2015 – 2017) Education àMaster of Science in Engineering/Industrial Management, Milwaukee School of Engineering àBachelor of Science in manufacturing Engineering Technology/Mechanical Design, Bradley University |

  13. Director Nominee Biographies and Qualifications

    | 2024 Proxy Statement | 17 |

  14. Director Nominee Biographies and Qualifications

    | Kermit R. Crawford |

  15. Director Nominee Biographies and Qualifications

    | INDEPENDENT (Director Nominee) Age: 64 Director Since: September 2020 Committees: àGovernance (Chair) àTalent & Compensation | | | | Director Qualifications Mr. Crawford has significant executive leadership and brand experience based on his senior roles with Rite Aid and Walgreens. He has a strong track record of developing strategy, delivering performance, and leading operational change through the use of technology in a consumer-focused service business. Mr. Crawford has relevant public company board experience through his membership on the boards of Visa and Allstate, 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, Vizient Inc. •Director, Northwestern Medicine North/Northwest Region •Trustee, The Field Museum Chicago Public Board Experience àThe Allstate Corporation (NYSE: ALL) •Director, Chair of the Audit Committee, and member of the Risk and Return Committee and Executive 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) •Former Director, member of the Audit and Compliance Committee and Technology, Privacy and Cybersecurity Committee (2019 – 2021) àLifePoint Health (NYSE: LPNT; no longer publicly traded) •Former 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 |

  16. Director Nominee Biographies and Qualifications

    | 18 | |

  17. Director Nominee Biographies and Qualifications

    | Timothy C. Gokey |

  18. Director Nominee Biographies and Qualifications

    | INDEPENDENT (Director Nominee) Age: 62 Director Since: October 2017 Committees: àAudit àTalent & Compensation | | | | Director Qualifications Through his service in a variety of leadership roles, including his current role as chief executive officer at Broadridge, 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, 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. | | | 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 àBroadridge Financial Solutions (NYSE: BR) •Director (2019 – Present) Education àDoctorate in Finance; Bachelor of Arts/Master of Arts in Philosophy, Politics, and Economics, University of Oxford àBachelor of Arts in Public Affairs and Management Engineering, Princeton University |

  19. Director Nominee Biographies and Qualifications

    | 2024 Proxy Statement | 19 |

  20. Director Nominee Biographies and Qualifications

    | Mark A. Goodburn |

  21. Director Nominee Biographies and Qualifications

    | INDEPENDENT (Director Nominee) Age: 61 Director Since: May 2022 Committees: àAudit (Chair) àCapital Allocation and Planning | | | | Director Qualifications Mr. Goodburn has significant executive and leadership experience based on his senior leadership roles with KPMG. In addition to his executive roles, Mr. Goodburn has served as an advisor to multiple Fortune 500 boards and executive teams. 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 firm •Senior Advisor to KPMG LLP (2021 – 2023) •Chairman and Global Head of Consulting and Deal Advisory (2011 – 2021) •Global Head of Strategic Investments and Innovation (2018 – 2021) •Vice Chairman of KPMG LLP and Americas Head of Advisory and Strategic Investments (2005 – 2011) •Various roles of increasing responsibility, 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 (1984 – 2005) àOther Experience •Advisor to venture capital and private equity firms •Advisor to high growth services and technology-based companies •Presidents National Advisory Council member, Minnesota State University •Executive Board member, Cox School of Business, Southern Methodist University Public Board Experience àNone Education àBachelor of Science in Business, Minnesota State University àCertified Public Accountant |

  22. Director Nominee Biographies and Qualifications

    | 20 | |

  23. Director Nominee Biographies and Qualifications

    | Mary J. Steele Guilfoile |

  24. Director Nominee Biographies and Qualifications

    | INDEPENDENT (Director Nominee) Age: 70 Director Since: October 2012 Committees: àGovernance àTalent & Compensation (Chair) | | | | 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, Avolta (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) (NYSE: JPM), 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 (Private Equity, M&A, and Wealth Management) •Former Consultant, Booz Allen Hamilton •Former 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) •Chair of the Board and member of the Finance Committee and Audit Committee (2018 – Present) àAvolta AG (formerly known as Dufry AG; publicly traded on the SIX Swiss Exchange) •Director, Chair of the Audit Committee and member of the Nominating Committee (2020 – Present) Education àMaster of Business Administration, Columbia University Graduate School of Business àBachelor of Science in Accounting, Boston College àCertified Public Accountant |

  25. Director Nominee Biographies and Qualifications

    | 2024 Proxy Statement | 21 |

  26. Director Nominee Biographies and Qualifications

    | Jodee A. Kozlak |

  27. Director Nominee Biographies and Qualifications

    | INDEPENDENT BOARD CHAIR (Director Nominee) Age: 61 Director Since: February 2013 Committees: àGovernance àTalent & Compensation | | | | 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 on the boards of K.B. Home, MGIC Investment Corp., and Leslie’s, Inc. has also given her a deep understanding of executive compensation and governance within a public company. | | | Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Chair of the Board (2023 – Present) •Director (2013 – Present) àKozlak Capital Partners, LLC, a strategic advisory firm •Founder and CEO (2017 – Present) àAlibaba Group (NYSE: BABA), a multinational conglomerate specializing in ecommerce, 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 •Chair of the Board of Trustees, University of St. Thomas •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 Management Development 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) •Former Director, Chair of the Nominating and Corporate Governance Committee and member of the Compensation Committee (2020 – 2023) Education àJuris Doctor, University of Minnesota àBachelor of Arts in Accounting, College of St. Thomas |

  28. Director Nominee Biographies and Qualifications

    | 22 | |

  29. Director Nominee Biographies and Qualifications

    | Henry J. Maier |

  30. Director Nominee Biographies and Qualifications

    | INDEPENDENT (Director Nominee) Age: 70 Director Since: February 2022 Committees: àCapital Allocation and Planning àGovernance | | | | 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, Carparts.com, and Canadian Pacific Kansas City Limited. | | | Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2022 – Present) àFedEx Corp. (NYSE: FDX), a multinational conglomerate holding company focused on transportation, ecommerce, 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) àCanadian Pacific Kansas City Limited (NYSE: CPKC; merged with Kansas City Southern in 2023) •Director and member of the Management Resources and Compensation Committee and the Integration Committee (2023 – Present) àKansas City Southern (NYSE: KSU; no longer publicly traded) •Former Director, Chair of the Compensation & Organization Committee, member of the Finance & Strategic Investment Committee (2017 – 2023) Education àBachelor of Arts in Economics, University of Michigan |

  31. Director Nominee Biographies and Qualifications

    | 2024 Proxy Statement | 23 |

  32. Director Nominee Biographies and Qualifications

    | Michael H. McGarry |

  33. Director Nominee Biographies and Qualifications

    | INDEPENDENT (Director Nominee) Age: 66 Director Since: Nominee Committees: None | | | | Director Qualifications Mr. McGarry's over 40 years of experience at PPG Industries, Inc. gives him a wealth of experience in leading and managing the strategy, operations, and finances of a global company. He has expertise in, among other areas, global manufacturing and logistics, public company accounting, and business transformation through acquisition and integration. Mr. McGarry also has past public company board experience on PPG's board and at Axiall Corporation. He currently serves on the public company boards of United States Steel Corporation and Shin Etsu Chemical (a Japanese company traded on the Tokyo Stock Exchange). | | | Background àPPG Industries, Inc. (NYSE: PPG), a global leader in paints and coatings •Executive Chairman (January 1, 2023 – October 1, 2023) as part of a succession process) •Chairman and Chief Executive Officer (2016 – 2022) •President and Chief Executive Officer (2015 – 2016) •President and Chief Operating Officer (2015) •Executive Vice President (2012 – 2014) •Senior Vice President of Commodity Chemicals (2008 – 2012) •Other roles of increasing responsibility, including as managing director, PPG Europe; Vice President, coatings, Europe; and Vice President, chlor-alkali and derivatives. •Began career at PPG in 1981 àOther Experience •Chairman, American Coatings Association (ACA) Public Board Experience àUnited States Steel Corporation (NYSE: X) •Director and member of the Audit Committee and member of the Compensation & Organization Committee (2019 – Present) àShin Etsu Chemical Co., Ltd. (publicly traded on the Tokyo Stock Exchange) •Director and member of the Officers’ Remuneration Committee (2022 – Present) àPPG Industries, Inc. (NYSE: PPG) •Former Director (2015 – 2023) àAxiall Corporation (NYSE: AXLL; no longer publicly traded) •Former Director, (2013 – 2016) Education àAdvanced Management Program, Harvard Business School àBachelor of Science in Mechanical Engineering, University of Texas |

  34. Director Nominee Biographies and Qualifications

    | 24 | |

  35. Director Nominee Biographies and Qualifications

    | Paige K. Robbins |

  36. Director Nominee Biographies and Qualifications

    | INDEPENDENT (Director Nominee) Age: 55 Director Since: Nominee Committees: None | | | | Director Qualifications Throughout her career, Ms. Robbins has gained extensive public company and senior management experience. In her leadership roles at Grainger, she has developed expertise in sales and marketing, operations, technology, the global supply chain, and logistics, among other areas. Her prior experience as a partner and managing director at the Boston Consulting Group with a focus on Industrial Goods companies, gives her a deep understanding of business growth, profit improvement, supply chain, merger and acquisition strategies, and business transformation. | | | Background àW.W. Grainger, Inc. (NYSE: GWW), a leading broad line distributor with operations primarily in North American, Japan, and the United Kingdom •Senior Vice President and President, Grainger Business Unit (2021 – Present) •Senior Vice President, Chief Technology, Merchandising, Marketing and Strategy Officer (2019 – 2021) •Senior Vice President, Chief Merchandising, Marketing, Digital, Strategy Officer (2019) •Senior Vice President, Chief Digital Officer (2017 – 2019) •Senior Vice President, Global Supply Chain, Branch Network, Contact Centers and Corporate Strategy (2015 – 2017) •Other Vice President roles of increasing responsibility, in the areas of Global Supply Chain and Logistics (2010 – 2015) àThe Boston Consulting Group, a business strategy and management consulting firm •Partner and Managing Director (2004 – 2010) •Roles of increasing responsibility from Associate Consultant to Vice President and Director (1992 – 2004) Public Board Experience àNone Education àMaster of Business Administration, Harvard University àMaster of Science in Industrial Engineering, Stanford University àBachelor of Science in Industrial Engineering, Stanford University |

  37. Director Nominee Biographies and Qualifications

    | 2024 Proxy Statement | 25 |

  38. Director Nominee Biographies and Qualifications

    | Paula C. Tolliver |

  39. Director Nominee Biographies and Qualifications

    | INDEPENDENT (Director Nominee) Age: 59 Director Since: October 2018 Committees: àAudit àCapital Allocation and Planning | | | | Director Qualifications Ms. Tolliver has developed broad multi-national executive and leadership experience as a senior leader at both Dow and Intel. 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. | | | Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2018 – Present) àTech Edge, LLC, a technology consulting firm •Founder and Principal (2020 – Present) àSyniti, a pioneering data software and services company •Director and member of the Technology Committee (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) 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 |

  40. Director Nominee Biographies and Qualifications

    | 26 | |

  41. Director Nominee Biographies and Qualifications

    | Henry W. “Jay” Winship |

  42. Director Nominee Biographies and Qualifications

    | INDEPENDENT (Director Nominee) Age: 56 Director Since: February 2022 Committees: àCapital Allocation and Planning (Chair) àTalent & Compensation | | | | Director Qualifications Mr. Winship has significant experience and expertise in the areas of capital allocation, finance and accounting, 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 and Esterline Technologies. | | | 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 Advisors, LLC (2016 – Present) àRelational Investors LLC, an activist investment fund •Principal, Senior Managing Director and Investment Committee member (1996 – 2015) àOther 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 and member of the Nominating and Corporate Governance Committee and Strategic Planning and Acquisition Committee (2020 – 2021) àEsterline Technologies Corporation (NYSE: ESL; no longer publicly traded) •Former Director and member of the Compensation Committee and Strategy and Technology Committee (2012 – 2015) 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 |

  43. Director Nominee Biographies and Qualifications

    | 2024 Proxy Statement | 27 |

  44. Board Nomination Process

    Board Nomination 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, as well as diversity of talent, experience, accomplishments, and perspective. Directors should be able to provide insights and practical wisdom based on their experience and expertise.

  45. Director Nominee Recommendations

    Director Nominee Recommendations 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 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 table below outlines the typical director nomination process when the Board of Directors seeks to identify a new candidate for the Board.

  46. Compensation of Directors

    Compensation of Directors

  47. Overview

    | Compensation 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 | | Capital Allocation and Planning Committee | | 20,000 | 7,500 | | Governance Committee | | 20,000 | 7,500 | | Talent & Compensation Committee | | 20,000 | 7,500 |

  48. 2023 Director Compensation Table

    2023 Director Compensation Table

  49. 2023 Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($) | | Stock Awards(2) ($) | | Total ($) | | Aggregate Number of Shares Subject to Stock Awards Outstanding as of December 31, 2023(3) | | Scott P. Anderson(4) | | 64,114 | | 89,904 | | 154,018 | 52,015 | | James J. Barber, Jr. | | 122,500 | | 175,000 | | 297,500 | 1,999 | | Kermit R. Crawford(5) | | 137,500 | | 175,000 | | 312,500 | 5,654 | | Timothy C. Gokey | | 130,000(6) | | 175,000 | | 305,000 | 18,877 | | Mark A. Goodburn(7) | | 138,750(6) | | 175,000 | | 313,750 | 5,469 | | Mary J. Steele Guilfoile(8) | | 131,250 | | 175,000 | | 306,250 | 17,304 | | Jodee A. Kozlak(9) | | 231,250 | | 175,000 | | 406,250 | 21,329 | | Henry J. Maier | | 125,000 | | 175,000 | | 300,000 | 3,417 | | James B. Stake | | 131,250 | | 175,000 | | 306,250 | 28,873 | | Paula C. Tolliver | | 130,000 | | 175,000 | | 305,000 | 12,127 | | Henry W. “Jay” Winship | | 137,500 | | 175,000 | | 312,500 | 3,417 |

  50. 2023 Director Compensation Table

    (1)David P. Bozeman was appointed as the company’s President and Chief Executive Officer effective June 26, 2023 and does not receive any additional compensation for services provided as a director. (2)The dollar value reflected in this column was awarded as fully vested RSUs of the company. Shares equal to the number of RSUs 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 RSUs. (4)Mr. Anderson served as Interim Chief Executive Officer between January 1, 2023 and June 25, 2023 and did not receive any additional compensation for services provided as a director during that period. Effective June 26, 2023, Mr. Anderson remained a board member and was appointed as a member of the Governance Committee effective July 1, 2023 and was entitled to receive compensation for his service on the Board for the remainder of the year. Mr. Anderson’s compensation for his service as Interim Chief Executive Officer, including a one-time RSU award granted to Mr. Anderson in connection with his service as Interim Chief Executive Officer through June 25, 2023 and his continuing service on the Board through fiscal 2023, is reported in the Summary Compensation Table. (5)Mr. Crawford was appointed Chair of the Governance Committee effective January 1, 2023. (6)The director has elected to receive the dollar value of these fees in RSUs of the company. Shares equal to the number of RSUs received will be distributed after termination of board membership. (7)Mr. Goodburn was appointed Chair of the Audit Committee effective July 1, 2023. (8)Ms. Guilfoile was appointed Chair of the Talent & Compensation Committee effective July 1, 2023. (9)Ms. Kozlak was appointed independent Chair of the Board effective January 1, 2023.

  51. 2023 Director Compensation Table

    | 46 | |

  52. 2023 Director Compensation Table

    | Proposal 2: Advisory Vote on the Compensation of Named Executive Officers (“Say-on-Pay”) C.H. Robinson is providing its shareholders the opportunity to cast a non-binding advisory vote on the compensation of its named executive officers (“NEOs”). At the Annual Meeting, shareholders will vote on the following advisory resolution regarding the compensation of NEOs as described in this Proxy Statement: “RESOLVED, that the shareholders of C.H. Robinson Worldwide, Inc. approve, on an advisory basis, the compensation paid to the company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the ‘Compensation Discussion and Analysis’ section, compensation tables, and related narrative discussion contained in the company’s 2024 Notice of Annual Meeting of Shareholders and Proxy Statement.” C.H. Robinson, with guidance and oversight from our Talent & Compensation Committee, has adopted an executive compensation philosophy that is intended to be consistent with our overall compensation approach and to achieve the following goals: 1.Pay incentive compensation aligned with company earnings performance; 2.Encourage executives to make long-term career commitments to C.H. Robinson and align executives’ interests with those of our shareholders; 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 high quality executives. We believe that our executive compensation program is aligned with the long-term interests of our shareholders. In considering this proposal, we encourage you to review the Compensation Discussion and Analysis section of this Proxy Statement and related compensation tables and narrative discussion beginning on page 48. These sections provide detailed information on our executive compensation, including our compensation philosophy and objectives and the 2023 compensation of our NEOs. C.H. Robinson has requested shareholder approval of the compensation of our NEOs on an annual basis. Our compensation disclosures, including our Compensation Discussion and Analysis, compensation tables, and discussion in this Proxy Statement, are done in accordance with the Securities and Exchange Commission’s compensation disclosure rules. àAs an advisory vote, this Proposal 2 is non-binding. However, the Board of Directors and the Talent & Compensation Committee value the opinions of our shareholders and will consider the results of the vote when making future compensation decisions for our NEOs. | | BOARD VOTING RECOMMENDATION The Board of Directors recommends a vote FOR the advisory approval of the compensation of named executive officers. |

  53. 2023 Director Compensation Table

    | 2024 Proxy Statement | 47 |

  54. Executive Summary

    Executive Summary Our compensation program continues to evolve to optimally support our strategic and talent objectives. 2023 marked a transformative year for our compensation program, and we made various changes to improve the overall success of our business. Our pay strategy, actions, and changes made in 2023 can be attributed to three main drivers: 1.Evolving compensation program to fit best practices. In 2023, we continued to make changes to our compensation that considered feedback from our shareholders as well as the competitive landscape. The changes made were intended to modernize the program and foster competitive and fair practices for our shareholders. To that end, we refined our practices and policies by: •Introducing and using a peer group as a benchmark for executive pay decisions and practices; •Adopting double trigger vesting for performance-based equity awards; and •Removing the counting of stock options and unvested performance shares in our stock ownership guidelines. These changes continued into 2024 with the modernization of our post-employment vesting provisions for equity awards, including a competitive retirement provision and elimination of the post-vesting hold period. See the “Evolution of our Compensation Program” on page 59 for an additional discussion of the changes to our compensation over the years. 2.Supporting our business transformation and CEO transition. Our business is amid a transformation in the wake of the challenges brought on by the transportation markets, which are detailed below in our “2023 Performance Highlights and Incentive Payouts” on page 51. We made executive changes and certain pay actions to ensure we attract, retain, and motivate top talent through this transformation. CEO Transition. David P. Bozeman was appointed by the Board in June 2023 as our President and Chief Executive Officer to advance the company’s vision and enhance the value to the company’s customers and shareholders. We provided Mr. Bozeman with a competitive new hire compensation package that considered compensation he would forfeit from his prior employer, as well as the go-forward incentives that would motivate Mr. Bozeman to drive certain business objectives. NEO Retention Awards. We also granted retention awards to our NEOs at the beginning of 2023 to ensure stability and engagement among the management team as we focused on transforming our business operations in a difficult market and searched for a permanent CEO. These one-time awards were granted in equity to maintain alignment with our shareholders and motivate our NEOs to drive favorable business outcomes. See “Compensation Arrangements Related to Executive Transitions” on page 55 for additional information regarding Mr. Bozeman’s compensation and the factors the Talent & Compensation Committee considered, as well as more details on the retention grants to our NEOs. 3.Considering the compensation implications of our cyclical business. The cyclical nature of our business brings challenges in setting certain types of goals for our incentive programs. Our program is designed to incentivize our NEOs to focus on optimizing the balance between managing costs while driving strong performance throughout the cycle. We evolved our incentive program designs in 2023 to motivate our NEOs to drive the key behaviors and objectives required in a cyclical business. Annual Cash Incentive Program. In 2023, we modified our annual cash incentive program to introduce two new measures, enterprise volume growth and enterprise adjusted operating margin. Enterprise volume growth was implemented to measure business growth in our four key modes (NAST truckload, NAST LTL, GF ocean, and GF air). Volume growth allows us to set and measure growth goals in lieu of other top line measures (e.g., revenue) that may not always be appropriate and indicative of the resulting competitive environment and transportation rates in that year. Enterprise adjusted operating margin was introduced to measure and reward profitable growth. See “Annual Cash Incentive Compensation” on page 64 for additional details. Long-Term Incentive Program. Our long-term incentive program was also modified by the addition of an adjusted operating margin metric and the measurement of all performance metrics over a three-year period. Adjusted gross profits and adjusted operating margin align to our commitment to our customers and rewards management for profitable growth. Diluted earnings per share (“EPS”) aligns to our business strategy for long-term performance, across varying market cycles and longer-term secular changes. For additional information on our long-term incentive structure, see “Equity Compensation,” on page 67.

  55. 2023 Performance Highlights and Incentive Payouts

    2023 Performance Highlights and Incentive Payouts In 2023, transportation markets experienced a weak demand for freight combined with more than sufficient capacity, which resulted in an oversupplied and very competitive market. These conditions are typically referred to as a soft market and existed throughout most of 2023, with transportation rates at, or near, the estimated cost of operation. This compared to historically elevated transportation rates in the first half of 2022 before global demand began to slow in the middle of 2022 and market conditions began to soften, which continued into 2023. The weak demand and excess carrier capacity in the surface transportation market has resulted in most shipments moving under committed pricing agreements and suppressed freight rates on the limited number of shipments reaching the spot market. These conditions led to significant declines in both our total revenues and adjusted gross profits in 2023 when compared to 2022. 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.

  56. Performance Overview

    (1)AGP is a non-GAAP measure calculated as gross profits excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers. We believe adjusted gross profit is a useful measure of our ability to source, add value, and sell services and products that are provided by third parties. 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, 2023. The North American surface transportation (“NAST”) market experienced weak freight demand and excess carrier capacity throughout 2023. This resulted in a very competitive environment with suppressed transportation rates. These challenging market conditions significantly reduced our NAST total revenues, adjusted gross profits, and shipment volumes in 2023 compared to 2022. Transportation rates in 2022 remained historically elevated for the first half of the year before freight demand started to weaken and drive declining transportation rates in the second half of 2022 and into 2023. Our comparative NAST AGP per transaction in 2022 benefited from market conditions beginning to soften, which resulted in the declining cost of purchased transportation relative to the contractual rates we negotiated in prior quarters. The challenging market conditions in 2023 negatively impacted our enterprise adjusted operating margin and NAST truckload and LTL shipment volume. Enterprise adjusted operating margin and NAST truckload and LTL shipment volume are performance measures for our annual cash incentive plan for 2023 for all our NEOs. Similar to the North America surface transportation market, the global forwarding market was soft throughout 2023 as ocean vessel capacity continued to expand relative to demand. These softening market conditions began in the middle of 2022 and continued throughout 2023. As a result of the soft market conditions, our global forwarding total revenues, AGP, and volumes declined in 2023 compared to 2022. These challenging market conditions negatively impacted our enterprise adjusted operating margin and Global Forwarding (“GF”) ocean and air volumes. Enterprise adjusted operating margin and GF ocean and air volume are performance measures for our annual cash incentive plan for 2023 for all our NEOs.

  57. Incentive Payouts

    Incentive Payouts

  58. Incentive Payouts

    | Element | Key Features | Result | | | 2023 Annual Incentive Cash Plan | Based on enterprise volume, enterprise operating margin, and MBOs (as defined below), including one specific to DEI. | Below Target | | | Earnings Per Share PSUs(1) | Aligned to compound annual EPS growth rate | Below Threshold | | | Adjusted Gross Profit PSUs(2) | Aligned to AGP Growth | Below Threshold | |

  59. Incentive Payouts

    (1)Granted in 2021. (2)Granted in 2021 and 2022. Enterprise adjusted operating margin, defined on page 62, finished below threshold at 21.2% in 2023. NAST truckload and LTL shipment volumes(1) also finished below threshold at (4.5%) and (2.0%), respectively, in 2023. GF ocean volumes finished below threshold at (5.0%) in 2023 while GF air transaction volume finished just above threshold at 1.0% in 2023. The reduced financial results noted above resulted in a decrease of diluted earnings per share from $7.40 in 2022 to $2.72 in 2023 and resulted in below target levels of vesting on our performance-based equity awards. (1)Volume growth rates are rounded to the nearest 0.5 percent.

  60. Voted in Favor of our Executive Compensation Program at our 2023 Annual Meeting

    | WHAT WE HEARD | HOW WE RESPONDED | | àConsider disclosing a peer group that can be used to make executive compensation decisions | àC.H. Robinson selected and adopted a formal peer group in 2022 and used this peer group in 2023 for purposes of executive compensation decisions | | àConsider, on a going-forward basis, having the treatment of equity awards that are assumed or converted following a change in control be double trigger | àEffective January 1, 2023, C.H. Robinson changed from single trigger to double trigger vesting for all equity awards, including performance-based awards | | àConsider the metrics in the annual incentive plan | àEffective January 1, 2023, C.H. Robinson introduced a new annual incentive plan, which consists of blended volume growth, adjusted operating income margin and MBO/SBO(1) scorecards, as disclosed in this Proxy Statement | | àConsider the performance period for the long-term incentive plan | àIn 2023, C.H. Robinson introduced a new structure for PSU awards where 33.33% is measured on diluted EPS, 33.33% on AGP, and 33.34% on average adjusted operating income margin; each of these measures has a three-year performance period, as discussed further in this Proxy Statement | | àConsider removing the counting of vested stock options and unvested performance shares in the stock ownership guidelines | àIn 2023, C.H. Robinson removed the counting of vested stock options and unvested performance shares for stock ownership guidelines | | àUpdate clawback policies in compliance with new Securities and Exchange Commission and Nasdaq requirements by December 1, 2023 | àAt the Talent & Compensation Committee meeting in November 2023, our clawback policy was amended to be in compliance with the Securities and Exchange Commission and Nasdaq regulations |

  61. Key Compensation Practices

    | WHAT WE DO àWe Do require approval of our executive compensation and incentive payouts by our independent Talent & Compensation Committee àWe Do target pay opportunity that is generally aligned to the 50th percentile of general market data and a compensation peer group of companies that are of similar size, as well as aligned to our business model of a platform company and two-sided marketplace àWe Do have the majority of pay at risk and performance-based àWe Do have annual incentive compensation performance metrics directly tied to key metrics of profitability of the company àWe Do have appropriate caps on incentive plan payouts of two times target opportunity àWe Do have double trigger change of control provisions in time-based equity awards made after January 1, 2022, and PSU awards made after January 1, 2023 àWe Do have long-term incentives that are performance-based to create alignment with shareholders àWe Do have long-term incentive plan performance metrics that reward management for scaling the business and creating profitable market share growth àWe Do have robust stock ownership guidelines and a minimum of a 1-year deferred settlement requirement for shares earned under equity awards granted in 2023 and earlier àWe Do have a mandatory clawback policy àWe Do have our equity compensation subject to forfeiture and clawback if executive violates restrictive covenants àWe Do have a market-aligned Executive Separation and Change in Control Plan àWe Do have a Talent & Compensation Committee comprised entirely of independent directors àWe Do have our Talent & Compensation Committee engage with an independent compensation consultant àWe Do have our Talent & Compensation Committee regularly meet in executive session without management present | WHAT WE DON’T DO àWe Don’t have guaranteed bonuses àWe Don’t have supplemental pension or executive retirement plan (“SERP”) benefits àWe Don’t allow repricing of underwater options or stock appreciation rights without shareholder approval àWe Don’t allow hedging or pledging of company shares by our officers or directors àWe Don’t allow transactions in company stock by our officers or directors without pre-clearance àWe Don’t pay dividends on unvested PSUs and RSUs granted after January 1, 2021 |

  62. Fiscal 2023 Compensation Program and Offer Letter for Mr. Bozeman, Our New Chief Executive Officer

    | Compensation Element | Offer Letter Terms and Fiscal 2023 Amounts | Factors Considered | | Base Salary | $1.0 million annually | Market competitive base salary at median of peers reflective of Mr. Bozeman’s experience | | Annual Incentive Target | 150% of base salary (for 2023, pro-rated for period of service) with the same performance measures as other NEOs | Incentive for Mr. Bozeman to lead the execution of the company’s strategy for the balance of fiscal 2023, aligned with the incentives for all other NEOs Target award amount at median of peers | | Long-Term Incentives | $3.4 million (reflecting the pro-rated portion of what would have otherwise been a $6.5 million target annual equity award value), distributed 60% in PSUs and 40% in RSUs, with the PSUs having the same performance measures as for other NEOs | Market competitive long-term incentive awards designed to encourage long-term financial and stock price performance, bringing total target pay to the median of peers | | Make Whole Awards: Sign-On Bonus and RSU Award | $5.0 million sign-on bonus, repayable if employment terminates prior to second anniversary for any reason other than involuntary termination without cause or his resignation for good reason $12.0 million RSU award to replace equity forfeited from his former employer that vests as to 25% of the shares on each of the six month and one year anniversaries of the date of grant, 30% of the shares on the second anniversary of the date of grant, and 20% of the shares on the third anniversary of the date of grant | Additional cash bonus, primarily to address certain transition matters, such as Mr. Bozeman’s requirement to repay certain amounts to his prior employer. The RSU award is designed to replace equity forfeited from prior employer. | | One-time PSU Award | $6.5 million PSU award that vests based on achievement of 10% compound annual growth in adjusted diluted earnings per share over a three year period (2024 – 2026) based on a $4.00 stipulated baseline | In order to drive business transformation, this PSU award is tied to meaningful performance objectives to incentivize strong financial performance | | Severance | Participation in Executive Separation and Change in Control Plan, as described below, with certain modifications as described below under “CEO Offer Letter Agreement” | Terms designed to attract Mr. Bozeman from his then-current employment during the company’s transformation | | Relocation | Participation in the company’s executive relocation policy, as well as reimbursement for transaction costs and make-whole payments associated with the sale of his prior homes | Designed to facilitate Mr. Bozeman’s relocation to the company’s headquarters as soon as practicable, which was completed during fiscal 2023, and Mr. Bozeman’s negotiation and execution of the offer letter agreement | | Perquisites | Personal use of company aircraft up to $100,000 Annual executive physical paid for by the company | Limited personal aircraft use designed to maximize Mr. Bozeman’s focus on company matters Annual executive physical encouraged to facilitate Mr. Bozeman’s health and wellness |

  63. Compensation Arrangement for Mr. Anderson’s Service as Interim Chief Executive Officer

    Compensation Arrangement for Mr. Anderson’s Service as Interim Chief Executive Officer In his role as Interim Chief Executive Officer, Mr. Anderson received an annual base salary of $1.1 million, an annual target cash incentive of 155% of base salary (prorated for the portion of the year during which Mr. Anderson served as Interim Chief Executive Officer), and RSUs having a grant date value equal to $2.5 million, which were scheduled to vest on the first anniversary of the date of grant, provided that Mr. Anderson continued to provide service to the company as Interim Chief Executive Officer or as a director. The RSUs vested January 1, 2024 and will be settled in the form of company stock upon termination of his service on the Board.

  64. Separation Arrangement with Mr. Zechmeister for Chief Financial Officer Transition

    Separation Arrangement with Mr. Zechmeister for Chief Financial Officer Transition As described above, the company is searching for a new Chief Financial Officer to replace Mr. Zechmeister, who will remain with the company as Chief Financial Officer until his successor is appointed or no later than May 31, 2024 as part of the transition. Following his separation from the company, Mr. Zechmeister will receive severance benefits in accordance with the terms of the Executive Separation and Change in Control Plan described below as a result of the involuntary termination of his employment without cause. In addition, Mr. Zechmeister will be entitled to a prorated payout of his target annual cash incentive opportunity for fiscal 2024 (which will be the same as his target opportunity for 2023).

  65. Evolution of our Compensation Program

    | 2022 Changes •Adopted formal peer group •No longer pay dividends on unvested shares for grants in 2022 and forward •Adopted double trigger vesting for time-based equity awards •PSU performance measures changed to EPS and budgeted % AGP Growth •Instituted formal Executive Severance and Change in Control Plan | | 2023 Changes •Disclosed peer group in proxy statement and utilized peer group for executive compensation pay decisions •Adopted double trigger vesting for performance-based equity awards •Removed counting of vested stock options and unvested performance shares for stock ownership guidelines •PSU performance measures changed to 3-year cumulative EPS, 3-year cumulative AGP, and 3-year average adjusted operating margin •Annual incentive plan measures changed to blended volume growth, adjusted operating margin %, and MBOs/SBOs | | 2024 Changes •Expansion of peer group to include three additional companies •Removal of post-vesting hold period •Removal of continued vesting of equity awards after voluntary resignations and involuntary terminations not for cause •Implemented market-aligned retirement provision for executives after qualifying retirement •PSU simplified to a single performance measure (3-year cumulative EPS) •Utilization of 30-day average price for the period prior to grant date to determine numbers of shares for issuance |

  66. Evolution of our Compensation Program

    In 2023, we continued our ongoing compensation program evolution to better align with best practices and consider the incentive objectives of our cyclical business. The introduction of the peer group and policy changes described above considered feedback from our shareholders and were intended to foster competitive and fair practices for our shareholders. The design changes to our annual incentive plan and PSUs were intended to drive our key business objectives while considering the design and goal-setting needs within our cyclical business. Changes made in 2024 continue to serve the objectives described above. The expansion of our peer group, removal of the one-year delayed settlement of equity awards, and updates to our post-employment vesting conditions were intended to maintain competitiveness among a changing competitive and regulatory landscape. We also simplified our PSU program to ensure a greater line of sight to and focus on EPS, which we believe will continue to support our business strategy and drive shareholder returns across market cycles and long-term secular changes.

  67. Components of Total Compensation

    | | Element | | Objective | Performance Measured/Rewarded | | | | | | | | | Base Salary | | | | | | CEO(1) | NEO(2) | Attracts, retains, and rewards top talent and reflects each NEO’s responsibilities, performance, leadership potential, succession planning, and relevant market data. | Provides NEOs with fixed compensation that serves as a vehicle to attract and retain. Rewards executives for key performance and contributions. Generally, we target the 50th percentile of our defined market for talent. | | | | | | | | | Annual Cash Incentive | | | | | | CEO(1) | NEO(2) | Motivates and rewards our executives for the achievement of financial performance and certain strategic goals for the company. | In 2023, the annual cash incentive had the following parameters:(3) àEstablishment of wide goal posts for the financial measures with threshold payout at 25% and maximum payout at 200%. àEstablishment of a payout range for MBOs/SBOs between 50% and 150%. | | | | | | | | | | | | | | | Performance Stock Units (PSUs) | | | | | | CEO(1) | NEO(2) | Aligns the interests of management and shareholders. | àAccounts for 50% of NEOs’ equity grant value and 60% of our CEO’s equity grant value. à33.33% of PSUs are tied to diluted EPS, which aligns to business strategy for long-term performance, across varying market cycles and longer-term secular changes. à33.33% of PSUs are tied to AGP, which aligns to our commitment to our customers and rewards management for profitable growth. à33.34% of PSUs are tied to adjusted operating margin income, which aligns to our commitment to our shareholders on profitable growth. àAll measures under the PSU awards have a cumulative three-year performance period and a one-year delayed distribution of shares.(4) àTo reward for driving high levels of performance, participants may earn up to two times the number of shares granted. | | | | | | | | | Restricted Stock Units (RSUs) | | | | | | CEO(1) | NEO(2) | Aligns the interests of management and shareholders. Supports our desire to retain our critical talent to drive our long-term business transformation. | àAccounts for 50% of NEOs’ total equity grant value and 40% of our CEO’s total equity grant value. àRSUs have a vesting period of three years and a one-year delayed distribution of shares.(4) | | | | | | |

  68. Components of Total Compensation

    (1)The CEO compensation elements are based on Mr. Bozeman's annualized compensation package excluding special grants and payments in connection with his appointment. (2)The compensation elements for the other NEOs exclude special retention equity grants in connection with the CEO transition. (3)The CEO Annual Cash Incentive Plan for 2023 for Mr. Bozeman was based on 100% financial goals. (4)The CEO PSUs and RSUs do not have the same one-year delayed distribution of shares. As part of the evolution of our incentives, we are no longer deferring settlement for other NEOs in 2024.

  69. Performance Metrics and Goal Rigor

    Performance Metrics and Goal Rigor

  70. Performance Metrics and Goal Rigor

    | Annual Cash Incentive Compensation | NEO annual incentive compensation amounts are set as a percentage of base salary, to reflect the executive’s responsibilities, performance, and contribution to overall company goals. Below is a summary of the goals of the short-term incentive plan: ENTERPRISE ADJUSTED OPERATING MARGIN One of the measures used to determine the financial component of annual incentive compensation is adjusted operating margin. Adjusted operating margin is a non-GAAP financial measure calculated as operating income divided by AGP. AGP is also a non-GAAP financial measure calculated as gross profit excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers. See the reconciliation of AGP and adjusted operating margin to gross profit and operating margin, respectively, in the management’s discussion and analysis in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. We believe adjusted operating margin is an appropriate measure for our annual cash incentive compensation because it rewards profitable growth, which is aligned with the interests of our shareholders. ENTERPRISE VOLUME GROWTH One of the measures used to determine the financial component of annual incentive compensation is enterprise volume growth. We believe enterprise volume growth is an appropriate measure for our annual cash incentive compensation because it rewards growth of the business, which is aligned with the interests of our shareholders. This measure is a blended volume measure across our four key modes: NAST truckload, NAST LTL, GF ocean, and GF air. Each year, the Talent & Compensation Committee establishes target adjusted operating margin and volume growth for the enterprise at levels that are consistent with the company’s long-term expected results. Given the transactional nature of a significant portion of our business and our fluctuating adjusted gross profit margins due to market conditions, historically the company has found it difficult to forecast short-term performance. As such, we believe it is important to align targets more closely with our long-term growth goals, with some consideration given to shorter-term market trends and divisional business plans. MANAGEMENT BUSINESS OBJECTIVES (MBOs)/STRATEGIC BUSINESS OBJECTIVES (SBOs)(1) The Talent & Compensation Committee included MBOs/SBOs as part of our 2023 annual cash incentive compensation plan for each NEO, other than Mr. Bozeman, 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. The MBOs/SBOs were designed to recognize the initiatives that help the company lower total operating expenses and focus on the long term success of the organization. The DEI MBO directly supports the company’s DEI goals and serves to hold leaders accountable for advancing the company’s DEI strategy. |

  71. Performance Metrics and Goal Rigor

    (1)The 2024 Incentive Compensation Plan for the CEO will include MBOs/SBOs.

  72. Performance Metrics and Goal Rigor

    | 62 | |

  73. Performance Metrics and Goal Rigor

    | PSUs | DILUTED EARNINGS PER SHARE (EPS)/ADJUSTED GROSS PROFIT (AGP)/ADJUSTED OPERATING MARGIN Equity compensation is a critical part of how we incentivize and reward our leadership for enterprise performance. As our strategy in the organization evolves to meet the changing needs of our marketplace, we adopted a new equity plan, which included changes to align with that strategy. In designing the changes to our equity plan and awards, we had several key objectives: to support our business transformation and our strong, performance-oriented culture, to ensure we are market competitive in order to attract and retain top talent, to have high perceived value amongst participants, and, of course, to be aligned with our shareholders’ interests. Our equity compensation philosophy is to pay for performance and reward profitable long-term growth. The metrics we use in our plan reward management for scaling the business and creating profitable market share growth. More specifically, diluted EPS aligns to our business strategy for long-term performance, across varying market cycles and longer-term secular changes. AGP and adjusted operating margin aligns to our commitment to our customers and rewards management for profitable growth. |

  74. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation The Talent & Compensation Committee approves an individualized incentive compensation plan for each NEO in the first quarter of the calendar year. The primary objectives of our annual cash incentive compensation are to motivate our people to grow our company profits, align pay with annual company performance, and motivate and incent the company’s executive leaders to achieve important goals aligned to their function or division MBOs (as described below in “MBOs/SBOs” in this Proxy Statement).

  75. 2023 Target Opportunities

    2023 Target Opportunities The table below describes the structure of the 2023 annual cash incentive compensation plan. Targets for NEOs 2023 Annual Cash Incentive Compensation Plan:

  76. Financial Metrics

    Financial Metrics The threshold, target, and maximum levels of blended volume growth and adjusted operating income margin percentage were set with the following objectives: •Establishment of wide goal posts for the financial measures with threshold payout at 25%, maximum payout at 200%, and any performance below threshold with payout at 0%; •The target level of performance is based on budget; •The relative difficulty of achieving each level is consistent from year to year; •The target level is challenging, but achievable, and reflects planned company performance; and •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. For financial metrics, the payout levels range from 25% to 200% of target. For the MBO/SBO metrics, the payout levels range from 50% to 150% of target. In 2023, the Talent & Compensation Committee established target adjusted operating margin and volume growth for the enterprise at levels that are consistent with the company’s long-term expected results. Given the transactional nature of a significant portion of our business and our fluctuating adjusted gross profit margins due to market conditions, historically the company has found it difficult to forecast short-term performance. The Talent & Compensation Committee certified the following actual performance levels of the financial metrics as shown in the chart below, resulting in payouts of 4% of target based on below threshold performance against all metrics other than GF air transaction volume:

  77. 2023 NEO Annual Incentive Compensation Financial Metrics

    2023 NEO Annual Incentive Compensation Financial Metrics

  78. 2023 NEO Annual Incentive Compensation Financial Metrics

    | | | Threshold | Target | Maximum | | NAST Truckload Volume | | | | | | NAST LTL Volume | | | | | | GF Ocean Volume | | | | | | GF Air Transaction Volume | | | | | | Enterprise Adjusted Operating Margin % | | | | |

  79. 2023 NEO Annual Incentive Compensation Financial Metrics

    | 2024 Proxy Statement | 65 |

  80. 2023 NEO Annual Cash Incentive Compensation

    2023 NEO Annual Cash Incentive Compensation The table below sets forth the weighted impact of actual performance against the financial metrics and MBOs/SBOs in the calculation of each NEO’s percentage of target incentive achieved and the resulting payout. Performance for NEOs 2023 Annual Cash Incentive Compensation Plan:

  81. 2023 NEO Annual Cash Incentive Compensation

    | NEO | Achievement Tied to Enterprise Adjusted Operating Margin | Achievement Tied to Enterprise Volume | Achievement Tied to MBOs (weighted) | Total Incentive Achievement % of Target | $ Total Payout Amount ($) | | David P. Bozeman | —% | 4% | N/A | 2% | 13,741(1) | | Michael P. Zechmeister | —% | 4% | 97% | 32% | 223,772 | | Arun D. Rajan | —% | 4% | 98% | 31% | 335,653 | | Angela K. Freeman | —% | 4% | 102% | 32% | 136,876 | | Michael J. Short | —% | 4% | 100% | 31% | 165,954 | | Scott P. Anderson | —% | 4% | 103% | 32% | 264,222(1) |

  82. 2023 NEO Annual Cash Incentive Compensation

    (1)Payout also prorated based on time in role for 2023.

  83. 2023 NEO Annual Cash Incentive Compensation

    | 66 | |

  84. Equity Compensation

    Equity Compensation We use equity compensation as our primary tool for aligning our executives with long-term shareholder interests, rewarding them for the achievement of long-term, overall company performance, and retaining them at C.H. Robinson. Equity compensation represents approximately 72% of our CEO’s total target compensation and approximately 63% of target compensation for other NEOs. Our equity compensation philosophy is to pay for performance and reward profitable long-term growth. We believe equity compensation is an integral component of meeting our compensation goals as outlined in our compensation philosophy. Our shareholder-approved equity incentive plan is designed to give us flexibility to achieve these objectives.

  85. Equity Mix and Vesting Terms

    Equity Mix and Vesting Terms

  86. Equity Mix and Vesting Terms

    | % of Target Compensation | | | CEO | Other NEOs | | | |

  87. Equity Mix and Vesting Terms

    | 40% (CEO) or 50% (Other NEOs) | 60% (CEO) or 50% (Other NEOs) | | RESTRICTED STOCK UNITS (RSUs) àTime-based àThree-year ratable | PERFORMANCE STOCK UNITS (PSUs) àPerformance-based à33.33% of PSUs tied to three-year cumulative EPS growth à33.33% of PSUs tied to three-year cumulative adjusted gross profit growth à33.34% of PSUs tied to three-year average adjusted operating income margin percentage |

  88. Equity Mix and Vesting Terms

    In 2023, equity awards made to our NEOs consisted of PSUs and RSUs that vest over a three-year period. As outlined in the chart above, PSUs vest based on the cumulative three-year diluted EPS growth (weighted as 33.33%), cumulative three-year AGP growth (weighted as 33.33%), and the average three-year adjusted operating income margin percentage of the company (weighted as 33.34%). Settlement of PSUs and RSUs will be deferred for another year following the final vesting date for NEOs other than the CEO. As part of the evolution of our incentives, we are no longer deferring settlement for other NEOs in 2024. Given the large percentage of their total compensation that is awarded in the form of equity and the long-term nature of the vesting and settlement, we believe these awards are an effective tool for creating long-term ownership, aligning our executives’ interests with those of our shareholders, and linking executive officer compensation to our long-term company growth strategy. We continue to monitor market trends and plan enhancements related to our equity award design and to modernize our compensation plans accordingly.

  89. Equity Mix and Vesting Terms

    | 2024 Proxy Statement | 67 |

  90. PSUs

    PSUs

  91. Overview

    Overview 2023 PSU Grants: In 2023, we introduced PSUs with revised performance periods and a revised mix of performance metrics. PSUs granted in 2023 are eligible to vest based on the following performance measures, each with a payout ranging from 0% to 200% of target based on achievement against the performance measure: •33.33% of the PSUs vest based on a three-year cumulative dilutive EPS achievement target. •33.33% of the PSUs vest based on a three-year cumulative AGP achievement target. •33.34% of the PSUs vest based on a three-year average adjusted operating margin percentage achievement target. 2022 and 2021 PSU Grants: PSUs granted in 2022 and 2021 are eligible to vest based on the following performance measures, each with a payout ranging from 0% to 200% of target based on achievement against the performance measure: •75% of the PSUs vest based on an average three-year EPS growth target. •25% of the PSUs vest based on an annual AGP achievement target, which may be achieved over three separate performance periods under the award. For all our PSU awards, 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 settlement following the completion of vesting. Dividend equivalents are accrued on the PSUs but are not paid until, and to the extent, the PSUs vest. The performance vesting of PSU awards from 0% to 200% is based on threshold, target, and maximum levels of achievement. Our PSUs vest based on company performance over a three-year period of time. Any PSUs that are unvested at the end of the applicable vesting period are forfeited back to the company. For all PSU awards made to NEOs in 2021, 2022, and 2023, we have a post-vest holding period whereby the standard settlement of all vested shares occurs on the earlier of one year after the three-year vesting period, or two years after termination of employment subject to the NEO’s compliance with a non-compete agreement and certain other arrangements in favor of C.H. Robinson.

  92. PSUs for the 2021 – 2023 Performance Period

    PSUs for the 2021 – 2023 Performance Period The EPS growth awards issued in 2021 measuring performance from 2021 through 2023 resulted in no payout based on achievement below threshold as set forth in the below chart.

  93. Adjusted Gross Profit PSUs

    Adjusted Gross Profit PSUs The AGP awards issued in 2021 measuring performance from 2021 through 2023 did not vest and resulted in no payout based on achievement below threshold as set forth in the below chart.

  94. RSUs

    RSUs RSUs granted in 2023 vest over a three-year period, or two years after termination of employment, subject to the NEO’s compliance with a non-compete agreement and certain other covenants in favor of C.H. Robinson. The 2023 RSUs also have a post-vesting holding period whereby the standard settlement of vested shares is delayed for one year. For grants of RSUs, the fair value is established on the grant date, based on the market price of our common stock on the date of the grant for the number of shares granted, 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.

  95. RSUs

    | 2024 Proxy Statement | 69 |

  96. Role of Talent & Compensation Committee

    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. 7.Additionally, in 2023, as described above under “Executive Transitions,” the compensation for Mr. Bozeman, our new CEO, was determined by the Talent & Compensation Committee, with assistance from its independent compensation consultant, after reviewing market data and considering specific factors related to his hire, which terms were the subject of an arm’s length negotiation between the Talent & Compensation Committee and Mr. Bozeman. Please refer to that discussion for the specific factors that were considered in setting Mr. Bozeman’s compensation. The Talent & Compensation Committee Report on executive compensation is found on page 75.

  97. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant During 2022, the Talent & Compensation Committee initially 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 2023, the Talent & Compensation Committee engaged Semler Brossy to perform the following functions: •Assist the Talent & Compensation Committee in its review and selection of the peer group; •Compare each element of the NEOs' target total direct compensation opportunity with the corresponding compensation elements for the comparator groups to assess competitiveness; •Prepare presentations for the Talent & Compensation Committee on general market trends and practices in executive compensation; •Prepare 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; •Advise the Talent & Compensation Committee on the design of executive incentive programs and arrangements; •Assist the Talent & Compensation Committee in determining the pay package and employment terms for Mr. Bozeman, our new CEO; and •Support 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 both February 2023 and 2024, the Talent & Compensation Committee concluded that no conflict of interest existed that would prevent its advisor from independently advising the Talent & Compensation Committee.

  98. Role of Independent Compensation Consultant

    | 2024 Proxy Statement | 71 |

  99. Peer Group and Benchmarking

    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 Talent & Compensation 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. Additionally, our independent compensation consultant utilizes third-party survey data where peer data is not available. The Talent & Compensation Committee evaluates this peer group on an annual basis, and in 2023, with assistance from its independent compensation consultant, the Talent & Compensation Committee determined that adding the following three companies that were logistic-centric and aligned with the company’s focus on NAST would be appropriate: GXO Logistics, Inc., Schneider National, Inc., and RXO, Inc. For purposes of determining 2023 compensation, these three companies were not included as their addition took place after 2023 compensation decisions had been approved. However, they were included in determining 2024 compensation. In determining 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.

  100. Peer Group and Benchmarking

    | PEER GROUP | | | | | CSX Corporation Expeditors Int’l of Washington, Inc. Fastenal Company FedEx Corporation GXO Logistics, Inc. Hub Group, Inc. | J.B. Hunt Transport Services Knight-Swift Transportation Landstar System, Inc. Norfolk Southern Corporation Old Dominion Freight Line, Inc. | Performance Food Group Ryder System, Inc. RXO, Inc. Schneider National, Inc. Uber Technologies, Inc. United National Foods, Inc. | United Parcel Services US Foods Holding Corp. W.W. Grainger, Inc. |

  101. C.H. Robinson positioning relative to compensation peer group(1)

    C.H. Robinson positioning relative to compensation peer group(1)

  102. C.H. Robinson positioning relative to compensation peer group(1)

    | | 25th percentile | 50th percentile | 75th percentile | | | | | | | | | | |

  103. C.H. Robinson positioning relative to compensation peer group(1)

    (1)Amounts as of December 31, 2023.

  104. C.H. Robinson positioning relative to compensation peer group(1)

    | 72 | |

  105. CEO Offer Letter Agreement

    CEO Offer Letter Agreement In connection with the hire of Mr. Bozeman as our new CEO in June 2023, the company and Mr. Bozeman entered into an employment offer letter providing for the following annual compensation for Mr. Bozeman: (i) annual base salary of $1.0 million, (ii) target annual cash incentive of 150% of base salary (with the payout prorated for the portion of the year during which Mr. Bozeman served as CEO), and (iii) long-term equity incentive awards valued at $6.5 million (which grants for 2023 were prorated for the portion of the year during which Mr. Bozeman served as CEO), 60% of which were issued in the form of PSUs and 40% in the form of RSUs, each with the same performance measures and vesting dates as comparable awards made to the company’s other executive officers for fiscal 2023. In addition, Mr. Bozeman received (i) a signing bonus of $5.0 million that is repayable if his employment terminates prior to the second anniversary of the commencement of his employment for any reason other than involuntary termination without cause or his resignation for good reason, a majority of which was used to repay certain relocation reimbursements to his current employer, (ii) a one-time PSU award valued at $6.5 million that vests based on achievement of 10% compound annual growth in adjusted diluted EPS over a three year period and (iii) a make-whole RSU award to replace equity forfeited from his current employer valued at $12.0 million that vests as to 25% of the shares on each of the six month and one year anniversaries of the date of grant, 30% of the shares on the second anniversary of the date of grant, and 20% of the shares on the third anniversary of the date of grant, in each case subject to certain accelerated or continued vesting provisions. Grant date fair values for these equity grants to Mr. Bozeman were based on the average closing price of a share of the common stock during the 30-day period ending on the trading date before Mr. Bozeman’s first day of employment.

  106. CEO Offer Letter Agreement

    Mr. Bozeman’s employment offer letter agreement also provides that he will participate in the Executive Separation and Change in Control Plan described below, provided that (i) he will also be eligible for the severance benefits provided under the plan in the event of an involuntary termination without cause (as defined in his offer letter agreement) and in the event that he voluntarily resigns for good reason (as defined in his offer letter agreement), (ii) in the event of a termination not involving a change in control he will be entitled to the same severance benefits provided by the change in control termination guidelines (provided that the base pay will be paid in installments instead of a lump sum and that vesting of his equity awards will be as set forth in the award agreements), and (iii) his change in control protection period will include any qualifying termination occurring three months before a change in control. His letter agreement also sets forth individually negotiated definitions of “cause” and “good reason” that apply for purposes of his severance benefits and equity awards, as set forth below. Mr. Bozeman is entitled to certain relocation benefits, housing and transportation benefits (up to a maximum of $100,000 annually), up to $100,000 of personal use of the company’s aircraft, and an annual executive physical paid for by the company. As defined in the offer letter agreement, “cause” means (i) embezzlement or misappropriation of company funds or property; (ii) failure to comply, as determined by the company, with any applicable confidentiality, non-competition, or data security agreement or obligation; or (iii) failure to comply, as determined by the company, with his letter agreement or any applicable employee agreement or other agreement containing post-employment restrictions, and “good reason” means (i) a material diminution in authority, duties, or responsibilities; (ii) a material reduction in base salary or other material adverse change in the amount of total target compensation (other than a reduction or change applied generally to all salaried employees of the company); or (iii) a material breach by the company of the letter agreement, including without limitation the company requiring a change in work location(s) inconsistent with the letter agreement, provided that Mr. Bozeman first provides written notice to the company of the occurrence of any conditions under this good reason definition within 90 calendar days of occurrence and the condition is not fully remedied by the company within 30 calendar days after such notice.

  107. Employment Agreements with NEOs

    Employment Agreements with NEOs C.H. Robinson uses employment agreements to protect against former employees soliciting our employees, customers, and service providers. All employees sign agreements acknowledging their understanding of company policies and committing to certain confidentiality obligations. Certain employees, including all NEOs, sign an employment agreement that includes more restrictive confidentiality and non-solicitation covenants. These agreements do not commit to post-termination compensation.

  108. Executive Separation and Change in Control Plan

    Executive Separation and Change in Control Plan The company adopted an executive separation and change in control plan (the “Severance Plan”) in July 2022. Severance Plan benefits may be payable in connection with a termination without cause which involves a layoff or position elimination, termination due to restructuring, or other circumstances determined by the Talent & Compensation Committee, or a resignation by an executive for good reason. Additional severance benefits may be provided in the case of a termination within 24 months after a change in control. The Severance Plan provides benefits in addition to the continued vesting provision listed above in the Equity Plan Acceleration and Post Employment Vesting section. Severance benefits include 24 months of continued base pay and 24 months of COBRA premiums for the CEO and 18 months of continued base pay and 18 months of COBRA premiums for executive officers. Termination in connection with change in control benefits for the CEO include 30 months of base pay, 30 months of COBRA premiums, two and a half times annual target bonus paid in a lump sum, and full vesting of equity awards. Change in control severance benefits for executive officers include 24 months of base pay, 24 months of COBRA premiums, two times annual target bonus paid in a lump sum, and full vesting of equity awards.

  109. Summary Compensation Table

    Summary Compensation Table

  110. Summary Compensation Table

    | Name of Executive Officer and Principal Position | Year | Salary ($) | Bonus ($) | | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | | All Other Compensation ($)(3) | | Total ($) | | David P. Bozeman President and Chief Executive Officer | 2023 | 500,000 | (4) | 5,000,000(5) | 21,512,222 | | 13,741 | | 940,690 | 27,966,653 | | Michael P. Zechmeister Chief Financial Officer | 2023 | 740,000 | | — | 2,720,422 | | 233,772 | | 24,161 | 3,718,355 | | | 2022 | 737,115 | | — | 1,544,010 | | 993,134 | | 18,300 | 3,292,559 | | | 2021 | 722,404 | | — | 1,521,488 | | 1,106,169 | | 17,400 | 3,367,461 | | Arun D. Rajan Chief Operating Officer | 2023 | 908,654 | | — | 7,229,857 | | 335,653 | | 23,772 | 8,497,936 | | | 2022 | 832,308 | | — | 2,265,705 | | 1,334,684 | | 49,308 | 4,482,005 | | | 2021 | 261,539 | (6) | — | 4,129,752 | | 462,027 | | 52,773 | 4,906,090 | | Angela K. Freeman Chief Human Resources and ESG Officer | 2023 | 575,000 | | — | 4,369,441 | | 136,876 | | 23,720 | 5,105,037 | | Michael J. Short President of Global Forwarding | 2023 | 625,000 | | — | 3,978,490 | | 165,954 | | 22,752 | 4,792,196 | | | 2022 | 610,577 | | — | 1,368,268 | | 847,235 | | 18,300 | 2,844,380 | | | 2021 | 548,269 | | — | 1,040,865 | | 796,400 | | 17,400 | 2,402,934 | | Scott P. Anderson Former Interim President and Chief Executive Officer | 2023 | 528,846 | (7) | — | 1,988,623 | | 264,222 | | 14,839 | 2,796,530 |

  111. Summary Compensation Table

    (1)Amounts shown in this column represent RSU and PSU awards made in 2021, 2022, and 2023 set forth below and described in the CD&A above:

  112. Summary Compensation Table

    | Stock Awards | Mr. Bozeman($) | Mr. Zechmeister($) | Mr. Rajan($) | Ms. Freeman($) | Mr. Short($) | Mr. Anderson($) | | Annual RSUs | 1,324,530 | 865,079 | 1,730,157 | 627,115 | 865,079 | — | | Annual PSUs with respect to 2023 grants(a) | 1,986,749 | 892,935 | 1,783,104 | 646,893 | 892,935 | — | | Annual PSUs with respect to 2021 and 2022 grants(b) | — | 165,962 | 232,587 | 110,304 | 130,577 | — | | Retention RSUs | — | 796,446 | 3,484,009 | 2,985,129 | 2,089,899 | — | | CEO Make-Whole RSU | 11,806,030 | — | — | — | — | — | | CEO One-Time PSU(c) | 6,394,913 | — | — | — | — | — | | Interim CEO Service RSU | — | — | — | — | — | 1,988,623 | | Total | 21,512,222 | 2,720,422 | 7,229,857 | 4,369,441 | 3,978,490 | 1,988,623 |

  113. Summary Compensation Table

    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, 2023. The values of annual PSU awards are reported assuming they are earned at target; however; if they were assumed to vest at maximum, the grant date fair value would have been: (a)For the PSUs granted in 2023: Mr. Bozeman - $3,973,498, Mr. Zechmeister - $1,785,870, Mr. Rajan - $3,566,208, Ms. Freeman - $1,293,786 and Mr. Short - $1,785,870. (b)For the PSUs granted in 2021 and 2022 for which performance metrics were set in 2023: Mr. Zechmeister - $331,924, Mr. Rajan - $465,174, Ms. Freeman - $220,608 and Mr. Short - $261,154. (c) For Mr. Bozeman’s one-time PSU, the grant date fair value is reported at the target number of shares and there is no opportunity to earn in excess of that number.

  114. Summary Compensation Table

    | 76 | |

  115. Summary Compensation Table

    (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. Bozeman’s salary reported for 2023 is for a partial year; Mr. Bozeman was appointed President and CEO of the company effective June 26, 2023. (5)Mr. Bozeman received an additional cash bonus, primarily to address certain transition matters, such as Mr. Bozeman’s requirement to repay certain amounts to his previous employer. This cash bonus is repayable if employment is terminated prior to the second anniversary for any reason other than involuntary termination without cause or his resignation for good reason. (6)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. (7)Mr. Anderson served as Interim Chief Executive Officer between January 1, 2023 and June 25, 2023 and did not receive any compensation as a director during this period. Effective June 26, 2023, Mr. Anderson remained a board member and was appointed as a member of the Governance Committee effective July 1, 2023. His compensation as a director is set forth in the 2023 Director Compensation table.

  116. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023

  117. Grants of Plan-Based Awards in 2023

    | Name of Executive Officer | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock Awards ($)(1) | | | | Threshold ($) | | Target ($) | Maximum ($) | Threshold | Target | Maximum | | | | David P. Bozeman | 6/26/2023 | | — | — | — | — | 69,442 | —(3) | — | 6,394,914 | | | 6/26/2023 | | — | — | — | 1,798 | 7,192 | 14,384(4) | — | 662,311 | | | 6/26/2023 | | — | — | — | 1,798 | 7,191 | 14,382(5) | — | 662,219 | | | 6/26/2023 | | — | — | — | 1,798 | 7,191 | 14,382(6) | — | 662,219 | | | 6/26/2023 | | — | — | — | — | — | — | 128,201(7) | 11,806,030 | | | 6/26/2023 | | — | — | — | — | — | — | 14,383(8) | 1,324,530 | | | | | — | 776,712(2) | 1,553,424(2) | — | — | — | — | — | | Michael P. Zechmeister | 2/8/2023 | | — | — | — | 229 | 914 | 1,828(9) | — | 84,225 | | | 2/8/2023 | | — | — | — | 222 | 887 | 1,774(10) | — | 81,737 | | | 2/8/2023 | | — | — | — | 808 | 3,230 | 6,460(4) | — | 297,645 | | | 2/8/2023 | | — | — | — | 808 | 3,230 | 6,460(5) | — | 297,645 | | | 2/8/2023 | | — | — | — | 808 | 3,230 | 6,460(6) | — | 297,645 | | | 2/8/2023 | | — | — | — | — | — | — | 7,740(11) | 796,446 | | | 2/8/2023 | | — | — | — | — | — | — | 9,670(8) | 865,079 | | | | | — | 740,000 | 1,480,000 | — | — | — | — | — | | Arun D. Rajan | 2/8/2023 | | — | — | — | 304 | 1,217 | 2,434(9) | — | 112,147 | | | 2/8/2023 | | — | — | — | 327 | 1,307 | 2,614(10) | — | 120,440 | | | 2/8/2023 | | — | — | — | 1,613 | 6,450 | 12,900(4) | — | 594,368 | | | 2/8/2023 | | — | — | — | 1,613 | 6,450 | 12,900(5) | — | 594,368 | | | 2/8/2023 | | — | — | — | 1,613 | 6,450 | 12,900(6) | — | 594,368 | | | 1/1/2023 | | — | — | — | — | — | — | 38,227(11) | 3,484,009 | | | 2/8/2023 | | — | — | — | — | — | — | 19,340(8) | 1,730,156 | | | | | — | 1,092,000 | 2,184,000 | — | — | — | — | — | | Angela K. Freeman | 2/8/2023 | | — | — | — | 148 | 590 | 1,180(9) | — | 54,369 | | | 2/8/2023 | | — | — | — | 152 | 607 | 1,214(10) | — | 55,935 | | | 2/8/2023 | | — | — | — | 585 | 2,340 | 4,680(4) | — | 215,631 | | | 2/8/2023 | | — | — | — | 585 | 2,340 | 4,680(5) | — | 215,631 | | | 2/8/2023 | | — | — | — | 585 | 2,340 | 4,680(6) | — | 215,631 | | | 2/8/2023 | | — | — | — | — | — | — | 29,010(11) | 2,985,129 | | | 2/8/2023 | | — | — | — | — | — | — | 7,010(8) | 627,115 | | | | | — | 431,250 | 862,500 | — | — | — | — | — | | Michael J. Short | 2/8/2023 | | — | — | — | 156 | 624 | 1,248(9) | — | 57,502 | | | 2/8/2023 | | — | — | — | 198 | 793 | 1,586(10) | — | 73,075 | | | 2/8/2023 | | — | — | — | 808 | 3,230 | 6,460(4) | — | 297,645 | | | 2/8/2023 | | — | — | — | 808 | 3,230 | 6,460(5) | — | 297,645 | | | 2/8/2023 | | — | — | — | 808 | 3,230 | 6,460(6) | — | 297,645 | | | 2/8/2023 | | — | — | — | — | — | — | 20,310(11) | 2,089,899 | | | 2/8/2023 | | — | — | — | — | — | — | 9,670(8) | 865,079 | | | | | — | 531,250 | 1,062,500 | — | — | — | — | — | | Scott P. Anderson | 1/1/2023 | | — | — | — | — | — | — | 27,305(12) | 1,988,623 | | | | | — | 822,137(1) | 1,644,274(1) | — | — | — | — | |

  118. Grants of Plan-Based Awards in 2023

    (1)The amounts in this column represent the grant date fair value for the respective awards at target. The vested performance-based RSUs and time based RSUs 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.

  119. Grants of Plan-Based Awards in 2023

    | 78 | |

  120. Grants of Plan-Based Awards in 2023

    (2)Under the terms of the award and as further explained in the Annual Cash Incentive Compensation section of 2023 Named Executive Officer Compensation, beginning on page 63, the amount earned by each NEO was based on the enterprise blended volume growth and adjusted operating income margin %, along with MBO/SBO achievement for 2023 and was paid to the NEO in early 2024. The values noted in the table represent the pro-rated opportunity for the period of time of employment during the year. (3)Represents the number of PSUs granted to Mr. Bozeman upon his appointment as our President and Chief Executive Officer. These PSUs vest as to one-third of the total shares based on achievement of 10% compound annual growth in adjusted diluted EPS in each year from 2024 to 2026, with the opportunity to earn any PSUs not vested in any year in a subsequent year during the performance period. (4)Represents the number of PSUs granted during the reported year to the NEO. These PSUs are available to vest over three calendar years beginning in 2023, based on the company’s average annual adjusted operating margin percentage growth. Any shares unvested after the vesting period are forfeited back to the company. The standard settlement of all vested PSUs occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment with the exception of Mr. Bozeman’s PSUs. Mr. Bozeman’s PSUs will settle within 60 days after the vesting date. (5)Represents the number of PSUs granted during the reported year to the NEO. These PSUs are available to vest over three calendar years beginning in 2023, based on the company’s cumulative AGP growth. Any shares unvested after the vesting period are forfeited back to the company. The standard settlement of all vested PSUs occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment with the exception of Mr. Bozeman’s PSUs. Mr. Bozeman’s PSUs will settle within 60 days after the vesting date. (6)Represents the number of PSUs granted during the reported year to the NEO. These PSUs are available to vest over three calendar years beginning in 2023, based on the company’s cumulative diluted EPS growth. Any shares unvested after the vesting period are forfeited back to the company. The standard settlement of all vested PSUs occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment with the exception of Mr. Bozeman’s PSUs. Mr. Bozeman’s PSUs will settle within 60 days after the vesting date. (7)Represents the number of RSUs granted to Mr. Bozeman upon his appointment as our President and Chief Executive Officer. These RSUs replace equity forfeited by Mr. Bozeman from his former employer. The RSUs vest as to 25% of the shares on each of the six month and one year anniversaries of the date of grant, 30% of the RSUs vest on the second anniversary of the date of grant, and 20% of the RSUs vest on the third anniversary of the date of grant, in each case subject to certain accelerated or continued vesting provisions. The number of units subject to the equity award was determined by dividing the value of the grant by the average closing price of a share of the company’s common stock during the 30-day period ending on the trading date before June 26, 2023 and rounding down to the nearest whole number. (8)Represents the number of time based RSUs granted during the reported year to the NEO. These RSUs vest ratably over three calendar years beginning in 2023. The standard settlement of all vested RSUs granted in 2023 or earlier occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment. (9)Represents one-third of the total number of PSUs 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 one-third of the grant is reported as granted when such performance target is set. The grant of the first two-thirds of the award was disclosed when reporting 2021 and 2022 compensation. The grant date fair value is determined when the annual performance targets are set during the following February. These PSUs are available to vest over three calendar years beginning in 2021, based on the company’s annual AGP growth. Any PSUs unvested after the performance period are forfeited back to the company. The standard settlement of all vested PSUs occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment. (10)Represents one-third of the total number of PSUs granted during the reported year to the NEO. The first one-third was disclosed when reporting 2022 compensation. The remaining one-third will be disclosed when reporting 2024 compensation. The grant date fair value is determined when the annual performance targets are set during the following February. These PSUs are available to vest over three calendar years beginning in 2022, based on the company’s annual AGP growth. Any shares unvested after the performance period are forfeited back to the company. The standard settlement of all vested PSUs occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment. (11)Represents the number of RSUs granted to the NEO during the period of transition following the departure of its former President and Chief Executive Officer. The RSUs granted to Mr. Zechmeister vest as to 100% of the shares on the first anniversary of the grant date. The RSUs granted to Mr. Rajan, Ms. Freeman, and Mr. Short vest as to 50% on the 18 month anniversary of the date of grant and the remaining 50% on the three-year anniversary of the date of grant. (12)Represents the number of RSUs granted to Mr. Anderson upon his appointment as our Interim Chief Executive Officer. The RSUs vested as to 100% of the shares on the one year anniversary of the grant date contingent upon Mr. Anderson remaining either the Interim Chief Executive Officer or a director of the company.

  121. Grants of Plan-Based Awards in 2023

    | 2024 Proxy Statement | 79 |

  122. Outstanding Equity Awards at Fiscal Year-End 2023

    Outstanding Equity Awards at Fiscal Year-End 2023

  123. Outstanding Equity Awards at Fiscal Year-End 2023

    | | Option Awards | | | | Stock Awards | | | | | | Name of Executive Officer | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options Exercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Market Value of Shares or Units of Stock That Have Not Vested ($) | | | David P. Bozeman | | | | | 128,201(1) | 11,075,284 | | | | | | | | | | 69,442(2) | 5,999,094 | | | | | | | | | | 31,163(3) | 2,692,172 | | | | | Michael P. Zechmeister | 41,960(4) | 0(4) | 82.05 | 9/3/2029 | | | 7,980(6) | | 689,392 | | | 44,016(4) | 11,004(4) | 72.74 | 2/5/2030 | | | 886(7) | | 76,542 | | | | | | | | | 3,544(8) | | 306,166 | | | | | | | | | 6,447(9) | | 556,956 | | | | | | | | | 3,230(10) | | 279,040 | | | | | | | | | 3,230(10) | | 279,040 | | | | | | | | | 3,230(10) | | 279,040 | | | | | | | 7,740(5) | 668,659 | | | | | Arun D. Rajan | | | | | 38,227(11) | 3,302,431 | 11,750(6) | | 1,015,083 | | | | | | | | | 1,306(7) | | 112,825 | | | | | | | | | 5,224(8) | | 451,301 | | | | | | | | | 12,893(9) | | 1,113,826 | | | | | | | | | 6,450(10) | | 557,216 | | | | | | | | | 6,450(10) | | 557,216 | | | | | | | | | 6,450(10) | | 557,216 | | Angela K. Freeman | 10,572(12) | 0(12) | 87.15 | 12/6/2027 | | | 5,460(6) | | 471,689 | | | 20,220(12) | 0(12) | 88.87 | 12/5/2028 | | | 606(7) | | 52,352 | | | 12,728(13) | 6,364(13) | 72.74 | 2/5/2030 | | | 2,426(8) | | 209,582 | | | | | | | | | 4,673(9) | | 403,700 | | | | | | | | | 2,340(10) | | 202,153 | | | | | | | | | 2,340(10) | | 202,153 | | | | | | | | | 2,340(10) | | 202,153 | | | | | | | 29,010(14) | 2,506,174 | | | | | Michael J. Short | 4,044(12) | 0(12) | 88.87 | 12/5/2028 | | | 7,140(6) | | 616,825 | | | 6,364(13) | 6,364(13) | 72.74 | 2/5/2030 | | | 794(7) | | 68,594 | | | | | | | | | 3,174(8) | | 274,202 | | | | | | | | | 6,447(9) | | 556,956 | | | | | | | | | 3,230(10) | | 279,040 | | | | | | | | | 3,230(10) | | 279,040 | | | | | | | | | 3,230(10) | | 279,040 | | | | | | | 20,310(14) | 1,754,581 | | | | | Scott P. Anderson | | | | | 27,305(15) | 2,358,879 | | | |

  124. Outstanding Equity Awards at Fiscal Year-End 2023

    (1)Upon Mr. Bozeman’s appointment to Chief Executive Officer in June 2023, C.H. Robinson awarded him a make-whole RSU award to replace equity forfeited from his previous employer valued at $12 million. The stock award vests as to 25% of the shares on each of the six month and one year anniversaries of the date of grant, 30% of the shares on the second anniversary of the date of grant, and 20% of the shares on the third anniversary of the date of grant, in each case subject to certain accelerated or continued vesting provisions. The number of units subject to the equity award was determined by dividing the value of the grant by the average closing price of a share of the company’s common stock during the 30-day period ending on the trading date before June 26, 2023 and rounding down to the nearest whole number.

  125. Outstanding Equity Awards at Fiscal Year-End 2023

    | 80 | |

  126. Outstanding Equity Awards at Fiscal Year-End 2023

    (2)Upon Mr. Bozeman’s appointment to Chief Executive Officer in June 2023, C.H. Robinson awarded him a one-time PSU award valued at $6.5 million that vests based on achievement of 10% compound annual growth in adjusted diluted EPS over a three-year period. The number of units subject to the equity award was determined by dividing the value of the grant by the average closing price of a share of the company’s common stock during the 30-day period ending on the trading date before June 26, 2023 and rounding down to the nearest whole number. (3)Upon Mr. Bozeman’s appointment to Chief Executive Officer in June 2023, his annual compensation included long-term equity incentive awards valued at $6.5 million (which for 2023 was prorated for the portion of the year during which Mr. Bozeman served as CEO), 60% of which were issued in the form of PSUs and 40% in the form of RSUs, each with the same performance measures and vesting dates as comparable awards made to the company’s other executive officers for fiscal 2023 as part of the equity incentive plan. The awards are based on the company’s cumulative three-year diluted EPS growth, cumulative three-year annual AGP growth, and three-year average annual adjusted operating margin. Refer to the documentation below on the 2023 performance-based RSUs given to executive officers in conjunction with the equity incentive plan. (4)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 10 years from the date of grant under the option award agreement. (5)Mr. Zechmeister was awarded a special time-based RSU award on February 8, 2023. This award vested and settled on February 8, 2024. The fair value was established based on the market price of our common stock on the date of grant. (6)The 2022 performance-based RSUs are available to vest over three calendar years beginning in 2022, based on the company’s cumulative three-year diluted EPS growth. Any shares unvested after the performance period are forfeited back to the company. The standard settlement of all vested PSUs 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 RSUs are available to vest over three calendar years beginning in 2022, based on the company’s annual AGP growth. Any shares unvested after the performance 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 settlement of all vested PSUs 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 time-based RSUs vest ratably over three calendar years beginning in 2022. The standard settlement of all vested RSUs occurs the earlier of one year following the end of the three-year vesting period or two years after termination of employment. (9)The 2023 RSUs vest ratably over three calendar years beginning in 2023. Shares of the company’s common stock will be delivered upon the earlier of one year after termination of employment or February 15, 2027, or the next available trading day if this date falls on the weekend or holiday. (10)The 2023 performance-based RSUs are available to vest over three calendar years beginning in 2023, based on the company’s cumulative three-year diluted EPS growth, cumulative three-year AGP growth, and three-year average annual adjusted operating margin. Any shares unvested after the performance period are forfeited back to the company. The standard settlement of all vested PSUs occurs upon the earlier of two years after termination of employment or February 15, 2027, or the next available trading day if this date falls on the weekend or holiday. (11)Mr. Rajan was awarded a special time-based RSU award on January 1, 2023. This award vests with 50% of the shares on July 1, 2024, and the remaining 50% will vest on January 1, 2026, with no delayed settlement, contingent on Mr. Rajan’s continued service. The fair value was established based on the market price of our common stock on the date of grant. (12) 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 10 years from the date of grant under the option award agreement. (13)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 10 years from the date of grant under the option award agreement. (14)Ms. Freeman and Mr. Short were awarded a special time-based RSU award on February 8, 2023. This award vests over a three year period at 18-month increments beginning on August 8, 2024, when 50% of the award will vest and ends on February 8, 2026, when the remaining 50% of the award will vest. Settlement will occur at each vesting date. The fair value was established based on the market price of our common stock on the date of grant. (15)Upon Mr. Anderson’s appointment to Interim Chief Executive Officer in January 2023, C.H. Robinson awarded him a special time-based RSU award. This award fully vested on January 1, 2024, with settlement within 30 days after Mr. Anderson ceases service with the company in all capacities as a service provider. The fair value was established based on the market price of our common stock on the date of grant.

  127. Outstanding Equity Awards at Fiscal Year-End 2023

    | 2024 Proxy Statement | 81 |

  128. Option Exercises and Stock Vested During 2023

    Option Exercises and Stock Vested During 2023

  129. Option Exercises and Stock Vested During 2023

    | | Option Awards | | | Stock Awards | | | | Name of Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | | David P. Bozeman | 0 | | 0 | 4,794 | | 414,154(1) | | Michael P. Zechmeister | 0 | | 0 | 10,410 | | 899,320(1) | | Arun D. Rajan | 0 | | 0 | 23,994 | | 2,087,463(2) | | Angela K. Freeman | 0 | | 0 | 7,115 | | 614,665(1) | | Michael J. Short | 16,046 | | 364,051 | 8,890 | | 768,007(1) | | Scott P. Anderson | 0 | | 0 | 0 | | 0 |

  130. Option Exercises and Stock Vested During 2023

    (1)Value realized on vesting 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)$1,428,372 is deferred until the earlier of one year following the end of the three-year vesting period or two years after termination of employment. $659,091 was not deferred.

  131. Nonqualified Deferred Compensation(1)

    Nonqualified Deferred Compensation(1)

  132. Nonqualified Deferred Compensation(1)

    | Name of Executive Officer | Executive Contributions in 2023 ($) | | Registrant Contributions in 2023 ($)(2) | | Aggregate Earnings (Loss) in 2023 ($) | | Aggregate Withdrawals/ Distributions ($) | | Aggregate Balance at December 31, 2023 ($)(2) | | | David P. Bozeman | | — | | — | | — | | — | | — | | Michael P. Zechmeister | | — | | 899,262 | | (198,403) | | — | | 4,215,573 | | Arun D. Rajan | | — | | 1,428,315 | | (115,900) | | — | | 3,366,014 | | Angela K. Freeman | | — | | 614,578 | | (176,924) | | (424,604) | | 4,478,890 | | Michael J. Short | | — | | 767,949 | | (124,448) | | (522,646) | | 3,964,178 | | Scott P. Anderson | | — | | — | | — | | — | | — |

  133. Nonqualified Deferred Compensation(1)

    (1)All awards referred to in this table are in the form of vested performance-based restricted shares, vested PSUs, and vested RSUs. (2)All values in this column are based on the closing market price of the company stock as of December 31, 2023.

  134. Nonqualified Deferred Compensation(1)

    | 82 | |

  135. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control See the description of our Executive Separation and Change in Control Plan on page 74 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 PSU and performance-based restricted share awards and time-based stock option awards upon a change in control, or a termination of employment without cause or good reason, or in the case of change in control, death, or disability of our NEOs. For this purpose, change in control is defined as (i) the ownership by a person or entity of more than 50% of the common stock of the company, (ii) the completion of a merger or consolidation or sale of all or substantially all of the company’s assets where the company’s directors and shareholders prior to the transaction do not comprise at least 60% of the board of the surviving entity and 60% of its shareholder base, respectively, or (iii) a majority of the Board of Directors are no longer “continuing directors”. The amounts listed are calculated based on the assumption that the NEOs’ employment was terminated or that a change in control occurred on December 31, 2023, the last day of our reporting year. C.H. Robinson does not gross up payments to executive officers due to a change in control.

  136. Potential Payments Upon Termination or Change in Control

    | Name of Executive Officer | Benefits and Payments Upon Termination | Death or Disability ($)(1) | | Termination Without Cause or For Good Reason in Connection with CIC ($)(2) | | Termination Without Cause or For Good Reason Not in Connection with CIC ($)(3) | | | David P. Bozeman | Vesting of stock options | | — | | — | | — | | | Vesting of restricted shares and units | | 19,766,550 | | 19,766,550 | | 2,692,172 | | | Severance | | — | | 2,500,000 | | 2,000,000 | | | Annual target bonus | | — | | 3,750,000 | | — | | Michael P. Zechmeister | Vesting of stock options | | 150,205 | | 150,205 | | 150,205 | | | Vesting of restricted shares and units | | 3,134,834 | | 3,134,834 | | 2,466,175 | | | Severance | | — | | 1,480,000 | | 1,110,000 | | | Annual target bonus | | — | | 1,480,000 | | — | | Arun D. Rajan | Vesting of stock options | | — | | — | | — | | | Vesting of restricted shares and units | | 7,667,113 | | 7,667,113 | | 4,364,682 | | | Severance | | — | | 1,820,000 | | 1,365,000 | | | Annual target bonus | | — | | 2,184,000 | | — | | Angela K. Freeman | Vesting of stock options | | 86,869 | | 86,869 | | 86,869 | | | Vesting of restricted shares and units | | 4,249,956 | | 4,249,956 | | 1,743,782 | | | Severance | | — | | 1,150,000 | | 862,500 | | | Annual target bonus | | — | | 862,500 | | — | | Michael J. Short | Vesting of stock options | | 86,869 | | 86,869 | | 86,869 | | | Vesting of restricted shares and units | | 4,108,276 | | 4,108,276 | | 2,353,696 | | | Severance | | — | | 1,250,000 | | 937,500 | | | Annual target bonus | | — | | 1,062,500 | | — |

  137. Potential Payments Upon Termination or Change in Control

    (1)PSUs vest at target for death/disability. (2)PSUs vest at greater of actual or target upon a change in control. In the event of a change in control, the NEO is also eligible for COBRA premiums. (3)In the event of severance/termination, the NEO is also eligible for COBRA premiums.

  138. Potential Payments Upon Termination or Change in Control

    | 2024 Proxy Statement | 83 |

  139. CEO Pay Ratio

    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 Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual compensation of David P. Bozeman, our President and CEO. For 2023, our last completed fiscal year: àthe annual total compensation of our median employee was $60,720; and àthe annual total compensation of our CEO, as reported in the Summary Compensation Table, on page 76 of this Proxy Statement was $27,966,653. The annualized compensation for Mr. Bozeman, had he been in role for the entire year, would have been $34,747,946; therefore, we have used this amount to calculate the ratio of our annual total compensation for our CEO to the annual compensation of our median employee.

  140. CEO Pay Ratio

    | Summary Comp Table (SCT) Component | Actual Values from SCT ($) | For CEO Pay Ratio Calculation ($) | Rationale | | Salary | 500,000 | 1,000,000 | Annualized salary | | Sign-on Bonus | 5,000,000 | 5,000,000 | Not annualized, one time sign on bonus | | Stock Awards | 21,512,222 | 24,646,470 | Annualized stock value for annual stock grant, plus full value of sign-on awards(1) | | Non-Equity Incentive Compensation Plan | 13,741 | 26,538 | Annualized bonus payout based on actual performance | | All Other Compensation | 940,690 | 940,690 | Not annualized, full costs | | Total CEO Pay | 27,966,653 | 34,747,946 | |

  141. CEO Pay Ratio

    (1)$18,200,943 of this value was in special one-time equity grants made to our CEO upon appointment. Based on this information, for 2023, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 572:1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K. We identified our median employee based on the base salary plus overtime actually paid during fiscal year 2023 to all members of our workforce (including full-time, part-time, and temporary employees), other than our CEO, who were employed on December 31, 2023. For purposes of determining the base salary plus overtime actually paid, we included: the amount of base salary the employee received during the year, and the amount of overtime the employee received during the year. We included adjustments for annualizing the pay for any employees who were employed by us for only part of the year, which included those that were on furlough. Once we identified our median employee, we then determined that employee’s total compensation, including any perquisites and other benefits, in the same manner that we determine the total compensation of our NEOs for purposes of the Summary Compensation Table disclosed above. The total compensation of our median employee, was determined to be $60,720. This total compensation amount for our median employee was then compared to the total compensation of our CEO disclosed above in the amount of $34,747,946. The elements included in the CEO’s total compensation are fully discussed above in the footnotes to the Summary Compensation Table. If special one-time sign-on bonus and equity grants were excluded from the CEO’s compensation, the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 190:1.

  142. CEO Pay Ratio

    | 84 | |

  143. Pay Versus Performance

    Pay Versus Performance As discussed in the CD&A above, our compensation framework and pay-for-performance practices provide appropriate incentives to our executive officers to achieve our financial goals and align our executives with our shareholders’ interests. A substantial portion of our NEOs’ realized compensation is linked to the achievement of our financial, operational, and strategic objectives, and to align our executive pay with changes in the value of our shareholders’ return. The following tables provide additional compensation information for our NEOs, calculated in accordance with Securities and Exchange Commission (“SEC”) regulations, for the years ended December 31, 2023, 2022, 2021, and 2020:

  144. Pay Versus Performance

    | | Summary Compensation Table Total for CEO ($)(1) | Compensation Actually Paid to CEO ($)(2) | Summary Compensation Table Total for Interim CEO ($)(1) | Compensation Actually Paid to Interim CEO ($)(2) | Average Summary Compensation Table Total for Non-CEO NEOs ($)(1) | Average Compensation Actually Paid to Non-CEO NEOs ($)(1)(2)(3) | Value of Initial Fixed $100 Investment (4) based on: | | Net Income ($ in 000’s) | Adjusted Operating Margin(6) | | Year | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | | | | 2023 | 27,966,653 | 26,532,662 | 2,796,530 | 2,684,241 | 5,528,381 | 4,028,868 | 121.38 | 124.82 | 325,129 | 19.8% | | 2022 | 10,529,870 | 9,724,702 | N/A | N/A | 3,425,442 | 3,231,790 | 125.27 | 101.23 | 940,524 | 35.3% | | 2021 | 10,233,276 | 13,016,105 | N/A | N/A | 3,328,925 | 4,066,077 | 144.14 | 126.45 | 844,245 | 34.3% | | 2020 | 5,432,670 | 7,581,756 | N/A | N/A | 1,891,881 | 2,370,415 | 123.02 | 104.41 | 506,421 | 27.9% |

  145. Pay Versus Performance

    (1)Amounts reported in the compensation columns above reflect the following individuals:

  146. Pay Versus Performance

    | Year | CEO | Interim CEO | Non-CEO NEOs | | 2023 | David P. Bozeman | Scott P. Anderson | Michael P. Zechmeister, Arun D. Rajan, Angela K. Freeman, Michael J. Short | | 2022 | Robert C. Biesterfeld Jr. | N/A | Michael P. Zechmeister, Arun D. Rajan, Mac S. Pinkerton, Michael J. Short | | 2021 | Robert C. Biesterfeld Jr. | N/A | Michael P. Zechmeister, Mac S. Pinkerton, Arun D. Rajan, Michael J. Short | | 2020 | Robert C. Biesterfeld Jr. | N/A | Michael P. Zechmeister, Christopher J. O’Brien, Mac S. Pinkerton, Michael J. Short |

  147. Pay Versus Performance

    (2)Amounts reported represent the amount of “Compensation Actually Paid,” as computed in accordance with SEC rules. Our NEOs did not participate in a pension plan; therefore, we did not report a change in pension value for any of the years reflected in this table, and a deduction from the Summary Compensation Table total related to pension value is not needed. Compensation Actually Paid to CEO and Compensation Actually Paid to Interim CEO reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:

  148. Pay Versus Performance

    | | 2023 ($) | | Compensation Reported in Summary Compensation Table for CEO | 27,966,653 | | Less: Value of stock and option awards reported in Summary Compensation Table | (21,512,222) | | Plus: Year-end fair value of awards granted during the fiscal year that are unvested and outstanding | 19,666,180 | | Plus: Year-end fair value of awards granted during the fiscal year that vested in the fiscal year | 412,051 | | Plus: Increase (decrease) the difference between fair value from the end of the prior fiscal year to the vesting date of equity awards that were granted during a prior fiscal year that vested in this fiscal year | — | | Plus: Increase (decrease) the difference between fair value of equity awards from the end of the prior fiscal year to the end of the fiscal year of equity awards that were granted during a prior fiscal year that remain unvested and outstanding during the fiscal year | — | | Less: Prior fiscal year-end fair value of awards that were granted during a prior fiscal year that failed to vest during the fiscal year | — | | Total Adjustments | (1,433,991) | | Compensation Actually Paid to CEO | $26,532,662 |

  149. Pay Versus Performance

    | 2024 Proxy Statement | 85 |

  150. Pay Versus Performance

    | | 2023 ($) | | Compensation Reported in Summary Compensation Table for Interim CEO | 2,796,530 | | Less: Value of stock and option awards reported in Summary Compensation Table | (1,988,623) | | Plus: Year-end fair value of awards granted during the fiscal year that are unvested and outstanding | 1,876,334 | | Plus: Year-end fair value of awards granted during the fiscal year that vested in the fiscal year | — | | Plus: Increase (decrease) the difference between fair value from the end of the prior fiscal year to the vesting date of equity awards that were granted during a prior fiscal year that vested in this fiscal year | — | | Plus: Increase (decrease) the difference between fair value from the end of the prior fiscal year to the end of the fiscal year of equity awards that were granted during a prior fiscal year that remain unvested and outstanding during the fiscal year | — | | Less: Prior fiscal year-end fair value of awards that were granted during a prior fiscal year that failed to vest in the fiscal year | — | | Total Adjustments | (112,289) | | Compensation Actually Paid to Interim CEO | $2,684,241 |

  151. Pay Versus Performance

    (3)Refer above for the list of the Non-CEO NEOs included in the figures for 2020 through 2023. Average Compensation Actually Paid to Non-CEO NEOs reflects the following adjustments from Average Total Compensation reported in the Summary Compensation Table:

  152. Pay Versus Performance

    | | 2023 ($) | | Average Compensation Reported in Summary Compensation Table | 5,528,381 | | Less: Value of stock and option awards reported in Summary Compensation Table | (4,574,553) | | Plus: Year-end value of awards granted during the fiscal year that are unvested and outstanding | 3,497,189 | | Plus: Year-end value of awards granted during the fiscal year that vested in the fiscal year | 284,502 | | Plus: Increase (decrease) the difference between fair value from the end of the prior fiscal year to the vesting date of equity awards that were granted during a prior fiscal year that vested in this fiscal year | (46,203) | | Plus: Increase (decrease) the difference between fair value from the end of the prior fiscal year to the end of the fiscal year of equity awards that were granted during a prior fiscal year that remain unvested and outstanding during the fiscal year | (57,216) | | Less: Prior year fair value of awards that were granted during a prior fiscal year that failed to vest in the fiscal year | (603,232) | | Total Adjustments | (1,499,513) | | Average Compensation Actually Paid | $4,028,868 |

  153. Pay Versus Performance

    (4)Total shareholder return (“TSR”) is 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 including the end of the fiscal year for each year reported in the table. (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 presented in the table above that we use to link Compensation Actually Paid to our NEOs for fiscal 2023 to our company’s performance, is adjusted operating margin.

  154. Compensation Actually Paid versus TSR

    Compensation Actually Paid versus TSR (1)TSR in the above chart, reflects the cumulative return of $100 as if invested on December 31, 2019, including reinvestment of any dividends.

  155. Compensation Actually Paid versus TSR

    | 2024 Proxy Statement | 87 |

  156. Compensation Actually Paid versus Total Net Income

    Compensation Actually Paid versus Total Net Income

  157. Compensation Actually Paid versus Adjusted Operating Margin %

    Compensation Actually Paid versus Adjusted Operating Margin %

  158. Compensation Actually Paid versus Adjusted Operating Margin %

    | 88 | |

  159. Compensation Actually Paid versus Adjusted Operating Margin %

    | Proposal 3: Ratification of the Selection of Independent Auditors The Audit Committee has selected Deloitte & Touche LLP as the independent registered public accountant firm for C.H. Robinson for the fiscal year ending December 31, 2024. Representatives of Deloitte & Touche LLP will be present at our Annual Meeting, will have an opportunity to make a statement if they desire to do so, and will be available to answer shareholder questions. If the appointment of Deloitte & Touche LLP is not ratified by the shareholders, the Audit Committee is not obligated to appoint other accountants, but the Audit Committee will give consideration to such unfavorable vote. | | BOARD VOTING RECOMMENDATION The Board of Directors recommends a vote FOR ratification of the selection of Deloitte & Touche LLP as the company’s independent auditor for the year ending December 31, 2024. |

  160. Compensation Actually Paid versus Adjusted Operating Margin %

    | 2024 Proxy Statement | 89 |