DEF 14A of C. H. Robinson Worldwide, Inc., Mar 25, 2025

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

Filed Mar 25, 2025 · FY20240001043277-25-000014

Open on EDGAR

  1. Table of Contents

    | Additional Compensation Policies and Practices | 73 | | Talent & Compensation Committee Report | 75 | | Executive Compensation Tables | 76 | | CEO Pay Ratio | 83 | | Pay Versus Performance | 84 | | PROPOSAL 3 | | | Ratification of the Selection of Independent Auditors | 88 | | Audit-Related Matters | 89 | | Independent Auditors’ Fees | 89 | | Pre-Approval Policy | 90 | | Audit Committee Report | 91 | | PROPOSAL 4 | | | Approval of Amended and Restated 2022 Equity Incentive Plan. | 92 | | Shareholder Approval and Board of Directors Recommendation | 92 | | Basis for the Requested Share Reserve Increase | 93 | | Description of the Restated Plan | 96 | | Security Ownership and Related Information | 103 | | Security Ownership of Certain Beneficial Owners and Management | 103 | | Related Party Transactions | 106 | | Additional Information | 107 | | Proxy Statement for the 2025 Annual Meeting of Shareholders | 107 | | Questions and Answers about the Annual Meeting | 107 | | Other Information | 110 | | Appendix A | A-1 |

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | | David P. Bozeman, 56 President and Chief Executive Officer Director Since: 2023 Committees: None | | Jodee A. Kozlak, 62 Independent Chair of the Board; Former Executive Vice President and Chief Human Resources Officer, Target Director Since: 2013 Committees: GC, TCC | | | Kermit R. Crawford, 65 Independent Retired President and Chief Operating Officer, Rite Aid Director Since: 2020 Committees: GC (Chair), TCC | | Michael H. McGarry, 67 Independent Retired Executive Chairman and Chief Executive Officer, PPG Industries Director Since: 2024 Committees: GC, TCC | | | Timothy C. Gokey, 63 Independent Chief Executive Officer, Broadridge Financial Solutions Director Since: 2017 Committees: AC, TCC | | Paige K. Robbins, 56 Independent Senior Vice President and President, Grainger Business Unit Director Since: 2024 Committees: AC | | | Mark A. Goodburn, 62 Independent Retired Chairman and Global Head of Advisory, KPMG International Director Since: 2022 Committees: AC (Chair) | | Paula C. Tolliver, 60 Independent Retired Corporate Vice President and Chief Information Officer, Intel Director Since: 2018 Committees: AC | | | Mary J. Steele Guilfoile, 71 Independent Former Executive Vice President, JP Morgan Chase Director Since: 2012 Committees: GC, TCC (Chair) | | Henry W. “Jay” Winship, 57 Independent Founder, President and Managing Member of Pacific Point Capital Director Since: 2022 Committees: TCC |

  4. Director Nominees

    | AC - Audit Committee | GC - Governance Committee | TCC - Talent & Compensation Committee |

  5. Director Nominees

    | Board Refreshment àBalanced tenure merges experience and fresh perspectives on the Board. àMr. McGarry and Ms. Robbins joined the Board in 2024, in advance of two directors whose terms end at Annual Meeting. àCommittee structure continually adapts to evolving company needs. | | Key Demographics àDiverse experience, including finance, technology, and operations management. àStrong mix of seasoned veterans and newer executives. àSignificant expertise in logistics, transportation, and related sectors. |

  6. Director Nominees

    | 2025 Proxy Statement | 11 |

  7. Director Nominees

    Voting Roadmap

  8. Director Nominees

    | PROPOSAL 2 | | | Advisory Vote on the Compensation of Named Executive Officers | | | The Board recommends a vote FOR this proposal | àSee page 48 |

  9. Director Nominee Demographics

    Director Nominee Demographics

  10. Director Nominee Biographies and Qualifications

    Director Nominee Biographies and Qualifications

  11. Director Nominee Biographies and Qualifications

    | David P. Bozeman |

  12. Director Nominee Biographies and Qualifications

    | (Director Nominee) Age: 56 Director Since: June 2023 Committees: None | | | | 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 (2023 – Present) •Director (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 e-commerce, cloud computing, online advertising, digital streaming, and artificial intelligence •Senior Vice President, Amazon Transportation Services (2017 – 2022) àCaterpillar Inc. (NYSE: CAT), a manufacturer serving construction, mining, energy, and rail industries •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 à3M (NYSE: MMM) •Director and member of the Science, Technology and Sustainability Committee (February 2025 – Present) 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

    | 18 | |

  14. Director Nominee Biographies and Qualifications

    | Kermit R. Crawford |

  15. Director Nominee Biographies and Qualifications

    | INDEPENDENT (Director Nominee) Age: 65 Director Since: September 2020 Committees: àGovernance (Chair) àTalent & Compensation | | | | Director Qualifications Mr. Crawford is a seasoned executive with over 30 years of senior leadership and operational experience at national chain drugstores, Rite Aid and Walgreens. He has a deep understanding of consumer experiences and insights, with a strong track record of delivering results, and leading operational change through the use of technology. His experience encompasses assessing strategies and performance in highly competitive, geographically dispersed, and regulated industries. Additionally, Mr. Crawford has relevant public company board experience, serving on the boards of Visa and Allstate, and previously on the boards of 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 Health Network •National Trustee, The Field Museum Chicago •Director, Home Centered Care Institute Public Board Experience àThe Allstate Corporation (NYSE: ALL) •Director and member of the Risk and Return Committee and Nominating, Governance and Social Responsibility Committee (2013 – Present) àVisa Inc. (NYSE: V) •Director and Chair of the Audit & Risk 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

    | 2025 Proxy Statement | 19 |

  17. Director Nominee Biographies and Qualifications

    | Timothy C. Gokey |

  18. Director Nominee Biographies and Qualifications

    | INDEPENDENT (Director Nominee) Age: 63 Director Since: October 2017 Committees: àAudit àTalent & Compensation | | | | Director Qualifications Mr. Gokey's tenure as Broadridge's CEO, alongside his diverse leadership background, has yielded strong leadership and business execution capabilities, as well as extensive public company knowledge. His oversight of and involvement in Broadridge's technology organization has afforded him a deep understanding of leveraging technology for strategic advantage. With prior experience at Broadridge, H&R Block, and McKinsey, he has proven expertise in mergers and acquisitions, sales and marketing, and driving growth, consistently integrating technology into these initiatives. 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 •Director, U.S. Rowing Foundation •Northwell Cancer Advisory Board 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

    | 20 | |

  20. Director Nominee Biographies and Qualifications

    | Mark A. Goodburn |

  21. Director Nominee Biographies and Qualifications

    | INDEPENDENT (Director Nominee) Age: 62 Director Since: May 2022 Committees: àAudit (Chair) | | | | Director Qualifications Mr. Goodburn brings significant executive leadership honed through senior roles at KPMG, complemented by his advisory experience with Fortune 500 boards and executive teams. Beyond his expertise in strategy, finance, mergers and acquisitions, and global operations, Mr. Goodburn has advised companies on implementing technology-driven strategies and understands the importance of innovation in maintaining competitive advantage. Mr. Goodburn's experience also positions him to provide strategic guidance on leveraging emerging technologies and fostering innovative cultures. 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

    | 2025 Proxy Statement | 21 |

  23. Director Nominee Biographies and Qualifications

    | Mary J. Steele Guilfoile |

  24. Director Nominee Biographies and Qualifications

    | INDEPENDENT (Director Nominee) Age: 71 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 AG (a Swiss-based company on the Swiss stock exchange), and her former service on the board of Pitney Bowes, which deepened her knowledge of sales and marketing and ecommerce logistics. | | | 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) àAVOLTA AG (formerly known as Dufry AG; publicly traded on the SIX Swiss Exchange) •Director, Chair of the Audit Committee and member of the Nomination Committee (2020 – Present) àPitney Bowes Inc. (NYSE: PBI) •Former Chair of the Board and member of the Finance Committee and Audit Committee (2018 – 2024) 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

    | 22 | |

  26. Director Nominee Biographies and Qualifications

    | Jodee A. Kozlak |

  27. Director Nominee Biographies and Qualifications

    | INDEPENDENT BOARD CHAIR (Director Nominee) Age: 62 Director Since: February 2013 Committees: àGovernance àTalent & Compensation | | | | Director Qualifications Ms. Kozlak's extensive human resources and business experience at Target and Alibaba Group, coupled with her public board experience, provides her with a deep understanding of 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 further broadened her understanding of executive compensation and governance within a public company. At Target, a leading retailer with a complex global supply chain, and Alibaba Group, a global technology giant, she gained experience in managing human capital within organizations undergoing significant digital transformation and technological innovation. | | | 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) •Lead Independent Director and Chair of the Management Development Compensation Committee (2021 – Present; assumed Lead Independent Director and Chair roles in 2024) àMGIC Investment Corp. (NYSE: MTG) •Director, Chair of the Management Development, Nominating and Governance Committee and member of the Executive Committee and Securities Investment 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

    | 2025 Proxy Statement | 23 |

  29. Director Nominee Biographies and Qualifications

    | Michael H. McGarry |

  30. Director Nominee Biographies and Qualifications

    | INDEPENDENT (Director Nominee) Age: 67 Director Since: May 2024 Committees: àGovernance àTalent & Compensation | | | | Director Qualifications Mr. McGarry's 40+ year career at PPG Industries, Inc., provides him with extensive expertise in leading and managing the strategy, operations, and finances of a complex global enterprise. He has deep experience in global manufacturing, logistics, and supply chain management, demonstrating fluency with integrating new technologies and innovative practices. His proficiency in business transformation through acquisition and integration highlights a strategic approach to adapting to evolving market dynamics. Mr. McGarry brings further valuable insights from his past public company board service at PPG and Axiall, and current service on the boards of United States Steel, Holcim (a Swiss company traded on the SIX Swiss Exchange), 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) •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) àHolcim Ltd (publicly traded on the SIX Swiss Exchange) •Director and member of the Nomination, Compensation & Governance Committee (2024 – 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 |

  31. Director Nominee Biographies and Qualifications

    | 24 | |

  32. Director Nominee Biographies and Qualifications

    | Paige K. Robbins |

  33. Director Nominee Biographies and Qualifications

    | INDEPENDENT (Director Nominee) Age: 56 Director Since: May 2024 Committees: àAudit | | | | Director Qualifications Ms. Robbins' career is distinguished by extensive public company and senior management experience. Her leadership roles at Grainger have fostered expertise in areas critical to driving operational excellence and innovation, including sales and marketing, operations, technology, and crucially, global supply chain and logistics. This hands-on experience is complemented by her prior role as partner and managing director at the Boston Consulting Group, where she focused on Industrial Goods companies, giving her deep insights into business growth, profit improvement, supply chain optimization, merger and acquisition strategies, and business transformation. This combination of leadership and consulting experience gives her a unique perspective on leveraging technology and innovation to optimize supply chains and drive strategic growth. Ms. Robbins meets the definition of “Audit Committee Financial Expert” as established by the Securities and Exchange Committee. | | | 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 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 |

  34. Director Nominee Biographies and Qualifications

    | 2025 Proxy Statement | 25 |

  35. Director Nominee Biographies and Qualifications

    | Paula C. Tolliver |

  36. Director Nominee Biographies and Qualifications

    | INDEPENDENT (Director Nominee) Age: 60 Director Since: October 2018 Committees: àAudit | | | | Director Qualifications Ms. Tolliver's extensive leadership experience at Dow and Intel, two multinational corporations renowned for their technological innovation, has equipped her with a deep understanding of how technology can drive operational excellence and transform business models. Her expertise in information technology, digital transformation, advanced analytics, and cybersecurity, coupled with her demonstrated experience in driving innovation and growth, provides the company with key perspectives to successfully navigate the increasingly digital business environment. At Dow, a materials science company with complex global operations, and Intel, a leader in semiconductor manufacturing and technology, she has gained invaluable experience in managing complex processes and leveraging technology for strategic advantage. 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 – 2024) 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 Business Administration in Business Information Systems and Computer Science, Ohio University |

  37. Director Nominee Biographies and Qualifications

    | 26 | |

  38. Director Nominee Biographies and Qualifications

    | Henry W. “Jay” Winship |

  39. Director Nominee Biographies and Qualifications

    | INDEPENDENT (Director Nominee) Age: 57 Director Since: February 2022 Committees: 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) •Former member of the Strategic Review Committee (2018 – 2021) 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 |

  40. Director Nominee Biographies and Qualifications

    | 2025 Proxy Statement | 27 |

  41. Board Nomination Process

    Board Nomination Process The Governance Committee establishes the selection criteria and qualifications for director nominees based on the company’s evolving needs. The Board of Directors emphasizes that nominees should embody the highest standards of personal and professional ethics, integrity, and a strong commitment to serving the long-term interests of the company’s shareholders. Ideal candidates often bring current or recent experience as a chief executive officer or senior leader, along with specialized expertise in key business disciplines. The Board also values diversity in talent, experience, accomplishments, and perspectives. Directors are expected to contribute meaningful insights and practical guidance informed by their unique backgrounds and areas of expertise. To support continuous improvement, the Board conducts annual self-evaluations, which help refine the selection criteria and ensure that directors are aligned with the company’s strategic direction and governance needs. As part of this process, the Governance Committee also considers the performance of incumbent directors when evaluating the renomination of current members, ensuring that each director continues to contribute effectively to the Board’s overall objectives. For additional information on the Board’s evaluation process, please see page 44, “Other Corporate Governance Policies, Practices and Processes: Annual Board Evaluations.”

  42. Director Nominee Recommendations

    Director Nominee Recommendations The Governance Committee evaluates director nominee recommendations from a broad range of sources, including current Board members, business associates, community leaders, and company management. Shareholder recommendations are also welcomed and are assessed using the same selection criteria and qualifications applied to nominees from other sources, as detailed below. To further enhance the recruitment process, the Governance Committee may partner with professional search firms to identify and vet potential candidates. The table below provides an overview of the typical steps involved in the director nomination process when the Board seeks to appoint a new member.

  43. Director Nominee Recommendations

    | 28 | |

  44. Compensation of Directors

    Compensation of Directors

  45. Annual Non-Employee Director Compensation

    Annual Non-Employee Director Compensation

  46. Annual Non-Employee Director Compensation

    | ¢ | Annual Cash Retainer | | ¢ | Annual Equity Award (RSUs) |

  47. Additional Director Compensation

    Additional Director Compensation

  48. Additional Director Compensation

    | Compensation Element | Compensation Amount | | | | Independent Chair of the Board Additional Cash Retainer | $100,000 | | | | Committee Service Compensation | | Chair | Member | | Audit Committee | | $30,000 | $12,500 | | Governance Committee | | $20,000 | $7,500 | | Talent & Compensation Committee | | $20,000 | $7,500 |

  49. Additional Director Compensation

    C.H. Robinson also reimburses non-employee directors for reasonable expenses incurred in attending Board of Directors meetings and for expenses incurred in obtaining continuing education related to service on our Board of Directors. Directors who are also employees of C.H. Robinson are not separately compensated for serving as a member of the Board of Directors. Directors are required to own a minimum of five times their annual cash retainer in company stock no later than five years after joining the Board of Directors. We base the stock ownership requirements on all shares of company stock deemed owned by a director, which includes vested RSUs and stock beneficially owned by the director, including owned in a trust, by a spouse, or by dependent children for our directors. All directors who have been on the Board for at least five years are in compliance with the company stock ownership requirements.

  50. Additional Director Compensation

    | 46 | |

  51. Additional Director Compensation

    Compensation of Directors

  52. 2024 Director Compensation Table

    2024 Director Compensation Table

  53. 2024 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, 2024(3) | | Scott P. Anderson(4) | | 44,643 | | 62,500 | | 107,143 | 25,496 | | James J. Barber, Jr. | | 122,500 | | 175,000 | | 297,500 | 3,888 | | Kermit R. Crawford | | 137,500 | | 175,000 | | 312,500 | 7,543 | | Timothy C. Gokey | | 130,000(8) | | 175,000 | | 305,000 | 22,168 | | Mark A. Goodburn(5) | | 147,500(8) | | 175,000 | | 322,500 | 8,950 | | Mary J. Steele Guilfoile | | 137,500 | | 175,000 | | 312,500 | 19,193 | | Jodee A. Kozlak | | 225,000(8) | | 175,000 | | 400,000 | 25,647 | | Henry J. Maier(5) | | 125,000 | | 175,000 | | 300,000 | 5,306 | | Michael H. McGarry(6) | | 76,968 | | 112,981 | | 189,948 | 1,108 | | Paige K. Robbins(7) | | 75,976 | | 112,981 | | 188,956 | 1,108 | | James B. Stake(4) | | 43,750 | | 62,500 | | 106,250 | 29,659 | | Paula C. Tolliver(5) | | 130,000 | | 175,000 | | 305,000 | 14,016 | | Henry W. “Jay” Winship(5) | | 137,500 | | 175,000 | | 312,500 | 5,306 |

  54. 2024 Director Compensation Table

    (1)David P. Bozeman, as the company’s President and Chief Executive Officer, 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 (or the pro-rated amount for a partial year of service) 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 and Mr. Stake retired from the Board of Directors following the company’s annual meeting on May 9, 2024. (5)Effective November 7, 2024, the Capital Allocation and Planning Committee ceased to be a standing committee of the Board. (6)Mr. McGarry was elected to the Board of Directors at the company’s annual meeting on May 9, 2024 and was appointed to the Governance Committee and the Talent & Compensation Committee effective August 8, 2024. (7)Ms. Robbins was elected to the Board of Directors at the company’s annual meeting on May 9, 2024 and was appointed to the Audit Committee effective August 8, 2024. (8)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.

  55. Changes to 2025 Director Compensation

    Changes to 2025 Director Compensation Semler Brossy led a review of director compensation in 2024, which was used by the Governance Committee to inform and recommend changes to Board compensation. Based on Semler Brossy’s most recent review, the Governance Committee recommended, and the Board approved, two changes to the structure of director compensation for 2025. While the annual cash retainer of $110,000 and annual equity award of $175,000 remain unchanged, the timing of the RSU awards will shift from quarterly grants to an annual award at the Annual Meeting. Additionally, the Independent Chair's cash retainer will increase from $100,000 to $150,000 to better align with market benchmarks. Committee service compensation for both chairs and members will remain consistent with prior years, as will the ability of directors to annually elect whether to receive their retainers in cash, taxable shares, or immediately vested RSUs that are payable after their Board service concludes. Cash retainers will still be paid in quarterly installments, at the end of each calendar quarter. The proposed changes aim to maintain competitiveness and flexibility while simplifying the compensation structure.

  56. Changes to 2025 Director Compensation

    | 2025 Proxy Statement | 47 |

  57. Changes to 2025 Director Compensation

    | 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 2025 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.Align incentive compensation with company financial 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 50. These sections provide detailed information on our executive compensation, including our compensation philosophy and objectives and the 2024 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. |

  58. Changes to 2025 Director Compensation

    | 48 | |

  59. 2024 Performance and Incentive Outcomes

    2024 Performance and Incentive Outcomes In 2024, we remained committed to ensuring our incentive plans effectively align with our performance-based pay philosophy by incentivizing our team to drive above-market business outcomes and rewarding them appropriately. Our annual cash incentive plan continued to measure Enterprise Volume Growth, Enterprise Adjusted Operating Margin, and Management Business Objectives (MBOs). •Volume Growth: Soft market conditions in 2024 negatively impacted our volumes, which resulted in below-target bonus achievement for the volume component. Despite these challenges, our North American Surface Transportation (NAST) and Global Forwarding divisions’ volume growth outperformed the market. •Enterprise Adjusted Operating Margin: We were able to improve our adjusted gross profit per transaction in 2024 because of disciplined pricing and capacity procurement efforts, and we improved our operating leverage through increased productivity and disciplined cost control. The combination of these resulted in outperformance of our target.

  60. Evolution of Incentive Programs to Support Business and Talent Objectives

    Evolution of Incentive Programs to Support Business and Talent Objectives We continue to evolve our incentive plans to promote more focus and alignment with our strategy. Our changes are intended to create optimal line of sight in driving behaviors that lead to long-term success. In 2024, to drive incentive design improvement, we simplified our performance stock units (PSUs) design to be based on earnings per share (EPS), which we believe is the most important measure of our ability to drive long-term, profitable growth across varying market changes and longer-term secular changes. In 2025, for our incentive design improvement, we are shifting to a relative market outgrowth measure in our annual cash incentive plan. We believe relative volume market outgrowth is a more accurate measurement of our annual performance, given the cyclical nature of our business and the historical challenges with setting incentive targets. We’ve replaced absolute volume with relative volume market outgrowth to emphasize the importance of outperforming competitors across our core four modes. Additionally, we are increasing our weighting of PSUs to 60% (from 50%) of target equity value across the executive team to further align incentives with our performance-based philosophy and emphasize driving long-term EPS growth.

  61. Governance and Compensation Policy Enhancements

    Governance and Compensation Policy Enhancements In 2024, we removed our one-year post-vest equity holding period and replaced it with a competitive vesting schedule of equity awards that is aligned with market practice. We also modernized our termination provisions by removing continued vesting of equity awards for resignations. In connection with this change, we implemented a retirement vesting policy with age and service requirements. In 2025, as part of our strategy to continuously enhance our governance procedures, we implemented an additional clawback policy (intended to supplement the Dodd-Frank policy) that covers a broader leadership population and triggering events that are outside of a financial restatement. This policy is intended to reinforce the C.H. Robinson culture and expectations and align with our Code of Ethics.

  62. Share Request under Proposal 4 to Approve Amended and Restated 2022 Equity Incentive Plan

    Share Request under Proposal 4 to Approve Amended and Restated 2022 Equity Incentive Plan As part of the 2025 annual meeting, we are asking shareholders to approve our Amended and Restated 2022 Equity Incentive Plan, which includes a share request of 4,000,000 shares. Based on our current run rate, our current share pool is estimated to last less than two years. Assuming the Amended and Restated 2022 Equity Incentive Plan is approved, we expect that the shares of common stock available for future awards would be sufficient for equity award grants for approximately three years. Our equity incentive plan serves a critical role in our pay-for-performance compensation program. In addition, our Board believes that equity-based awards aid in our ability to attract, retain, and motivate our employees and is the most direct way to align employee interests with those of shareholders. We have historically maintained annual equity usage that is in line with peer practice. Over the last few years, we have amended our equity policies to respond to shareholder feedback to further drive responsible equity practices. Your support for the additional share request is appreciated.

  63. Share Request under Proposal 4 to Approve Amended and Restated 2022 Equity Incentive Plan

    | 2025 Proxy Statement | 51 |

  64. Compensation Philosophy and Structure

    | | | | | | | Align incentive compensation with company financial performance | Encourage executives to make long-term career commitments to C.H. Robinson and align executives’ interests with those of our shareholders | Balance incentive compensation to achieve both annual and long-term profitability and growth | Emphasize supporting both team and company goals, business transformation, and company culture | Provide a level of total compensation necessary to attract, retain, and motivate highly qualified executives |

  65. 2024 Performance Highlights and Incentive Payouts

    2024 Performance Highlights and Incentive Payouts The North American surface transportation market continued to experience excess carrier capacity relative to low shipper demand throughout 2024, which resulted in an oversupplied and very competitive market and suppressed transportation rates. Although carrier capacity has begun exiting the market, it has been at rates much slower than is typically seen at this stage of the market cycle. Conversely, the global forwarding market experienced significant volatility in 2024. Most carriers avoided the Suez Canal for the majority of 2024 due to the Red Sea conflict, which caused vessel re-routing, increased transit times, and strained global carrier capacity. Consequently, ocean freight rates were elevated compared to the prior year. Despite the prolonged freight recession, the improved execution and disciplined pricing and capacity procurement efforts from the C.H. Robinson team resulted in improved adjusted gross profits. These efforts, and the disciplined execution enabled by our operating model, led to further productivity improvements and significant improvements in income from operations and diluted earnings per share.

  66. Incentive Payouts

    Incentive Payouts

  67. Incentive Payouts

    | Element | Key Features | Result | | | 2024 Annual Incentive Cash Plan | Based on enterprise volume, enterprise operating margin, and MBOs(3) | Above Target | | | Earnings Per Share PSUs(1) | Aligned to compound annual EPS growth rate | Below Threshold | | | Adjusted Gross Profit PSUs(2) | Aligned to AGP Growth | Above Target | |

  68. Incentive Payouts

    (1)Granted in 2022 for 2022–2024 performance period. (2)Applies to one-third of AGP PSUs granted in 2022 for 2024 performance period. (3)Discussed more fully on pages 61 and 66. Enterprise adjusted operating margin, defined on page 61, finished above target at 27.5% in 2024. NAST truckload finished below threshold at (2.3%) and LTL shipment volumes finished above threshold at 2.4% in 2024. GF ocean volumes finished above threshold at 5.3% in 2024 while GF air transaction volume finished above threshold at 5.8% in 2024. Despite improved results in 2024 compared to 2023, our diluted earnings per share compound annual growth rate for the 2022 through 2024 performance period fell below threshold for our EPS-based PSUs. Driven by the improved execution of our team, our adjusted gross profits improved 6.2% and resulted in above target vesting for our AGP-based PSUs.

  69. Voted in Favor of our Executive Compensation Program at our 2024 Annual Meeting

    | | Area of Consideration | How We Responded | Effective Date | | | Consider disclosing a peer group that can be used to make executive compensation decisions. | Selected and adopted a formal peer group in 2022. In 2024, we expanded our peer group. | 2024 expansion | | | Consider the metric in the long-term incentive plan that will measure our ability to drive long-term profitable growth across varying market changes and longer-term secular changes. | Simplified our PSU design to be based on EPS. | January 2024 | | | Consider market practices regarding provisions in equity plan. | Removed the post-vesting hold period. | January 2024 | | | Consider market practices regarding provisions in equity plan. | Removed continued vesting after voluntary resignations and involuntary terminations not for cause. | January 2024 | | | Consider market practices regarding provisions in equity plan. | Adopted market aligned retirement provisions for grants on a go-forward basis. | January 2024 |

  70. 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 granted after January 1, 2022, and PSU awards granted after January 1, 2023 àWe Do have long-term incentives that are performance-based to create alignment with shareholders àWe Do have robust stock ownership guidelines àWe Do have a minimum of a 1-year post-vesting holding period requirement under equity awards granted in 2023 and earlier àWe Do have a mandatory clawback policy for restatements and a supplemental clawback policy for misconduct 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 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 guarantee bonuses àWe Don’t have supplemental pension or executive retirement plan 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, 2022 |

  71. Performance Evaluation and Compensation

    Performance Evaluation and Compensation All of our NEOs are paid the same compensation elements. The determination of the NEOs’ 2024 base salary, annual cash incentive compensation, and equity compensation (both PSUs and RSUs) followed the practices explained above in “Compensation Philosophy and Structure” for executive compensation. Each member of this group, other than the CEO, is evaluated by the CEO and the Talent & Compensation Committee; all of the NEOs’ compensation is based on several different factors, including, but not limited to, the following:

  72. Evolution of our Compensation Program

    | 2022 Changes •Adopted formal peer group •Stopped paying dividends on unvested shares for grants in 2022 and forward •Adopted double trigger vesting for time-based equity awards •Changed PSU performance measures to EPS and budgeted % AGP Growth •Instituted formal Executive Severance and Change in Control Plan | | 2023 Changes •Disclosed peer group in proxy statement and used 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 •Changed PSU performance measures to 3-year cumulative EPS, 3-year cumulative AGP, and 3-year average adjusted operating margin •Changed annual incentive plan measures to blended volume growth, adjusted operating margin %, and MBOs | | | | | | 2025 Changes •Changing equity mix for all NEOs to 60% PSUs and 40% RSUs •Moving to a relative volume metric in our annual incentive plan •Moving to a financially funded bonus pool (removing MBOs) in our annual incentive plan •Adopting a supplemental compensation recovery (“clawback”) policy to reinforce commitment to our Code of Conduct | | 2024 Changes •Expanded peer group to include three additional companies based on market evolution •Removed post-vesting hold period •Removed continued vesting of equity awards after voluntary resignations and involuntary terminations not for cause •Adopted market-aligned retirement provisions for grants on a go-forward basis •Simplified PSU design to be based on EPS •Adopted use of 30-day average price for the period prior to grant date to determine numbers of shares for issuance |

  73. Evolution of our Compensation Program

    In 2023, we continued evolving our compensation program to better align with best practices and consider the incentive objectives of our cyclical business. We introduced the peer group and policy changes above to foster competitive and market practices. 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 company. We made changes in 2024 to 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 amidst a changing competitive and regulatory landscape. We also simplified our PSU program to ensure greater visibility 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.

  74. Evolution of our Compensation Program

    Looking ahead to 2025, we are revising the equity mix provided to our senior leadership team to be consistent with our CEO and CFO. The changes to the annual incentive plan, including the addition of a relative volume metric and financially funded bonus pool, are intended to better align the measures with our company's performance and ensure congruence with the industry and our business cycle. We have also adopted an expanded supplemental clawback policy to reinforce our commitment to our Code of Conduct.

  75. Mix of Executive Compensation

    (1)Equity compensation includes 60% PSUs and 40% RSUs. (3)CFO excluded from average calculation due to joining mid-year; however, the CFO’s 2024 equity grant was also delivered in 60% PSUs and 40% RSUs.

  76. Components of Total Compensation

    | | Element | | Objective | Performance Measured/Rewarded | | | | | | | | | Base Salary | | | | | | CEO | NEO(1) | Attracts, retains, and rewards top talent and reflects each NEO’s responsibilities, performance, leadership potential, succession planning, and relevant market data. | Provides NEOs with base 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 | NEO(1) | Motivates and rewards our executives for the achievement of financial performance metrics and certain strategic goals for the company. | In 2024, the annual cash incentive had the following parameters: àMeasures aligned to: Enterprise Volume, Enterprise Operating Margin, and MBOs. àEstablishment of payout range for financial measures with threshold payout at 25% and maximum payout at 200%. àEstablishment of a payout range for MBOs between 50% and 150%. | | | | | | | | | | | | | | | Performance Stock Units (PSUs) | | | | | | CEO | NEO(1) | Aligns the interests of management and shareholders. | àAccounts for 50% of NEOs’ equity grant value and 60% of our CEO’s & CFO’s equity grant value. àPSUs are tied to three-year cumulative EPS, which aligns to business strategy for long-term performance, across varying market cycles and longer-term secular changes. àPSU awards distribute immediately upon vesting. àTo reward our NEOs for driving high levels of performance, each NEO may earn up to two times the number of shares granted. | | | | | | | | | Restricted Stock Units (RSUs) | | | | | | CEO | NEO(1) | 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 & CFO’s total equity grant value. àRSUs have a vesting period of three years and distribute immediately upon vesting. | | | | | | |

  77. Components of Total Compensation

    (1)CFO excluded from average calculation due to joining mid-year; however, equity grant was issued at 60% PSUs and 40% RSUs.

  78. Performance Metrics and Goal Rigor

    Performance Metrics and Goal Rigor

  79. 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 - EXCLUDING RESTRUCTURING AND LOSS ON DIVESTITURE One of the measures used to determine the financial component of annual incentive compensation is adjusted operating margin—excluding restructuring and losses on divestitures. This metric is established at the outset of compensation planning for the subsequent year. 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, 2024. Adjusted operating margin—excluding restructuring and loss on divestiture excludes a $44.5 million pre-tax loss on the divestiture of our Europe Surface Transportation business and $45.7 million of pre-tax restructuring expenses. 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, while we previously believed it was 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, going forward, we are shifting to a measurement of relative volume market outgrowth to support our business and talent objectives. MANAGEMENT BUSINESS OBJECTIVES (MBOs) The Talent & Compensation Committee included MBOs as part of our 2024 annual cash incentive compensation plan for each NEO to incentivize the achievement of more individualized financial and operational objectives that were critical to our long-term strategy. The MBOs were designed to recognize the initiatives that help the company lower total operating expenses, focus on the long-term success of the organization, and advance the company’s strategy during the initial stages of our transformation. |

  80. Performance Metrics and Goal Rigor

    | 2025 Proxy Statement | 61 |

  81. Performance Metrics and Goal Rigor

    | PSUs | ADJUSTED DILUTED EARNINGS PER SHARE (EPS) 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 continue to align our equity compensation goals to that strategy. In designing the changes to our equity compensation, our key objectives are to support our strong, performance-oriented culture, to ensure we are market competitive in order to attract and retain top talent, to simplify the performance goal to create greater clarity, 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 metric we use in our plan rewards management for scaling the business and creating profitable market share growth. More specifically, adjusted diluted EPS aligns to our business strategy for long-term performance, across varying market cycles and longer-term secular changes. Adjusted diluted earnings per share is a non-GAAP financial measure calculated as diluted earnings per share excluding the impact of the divestiture and restructuring discussed above. |

  82. 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 as described on page 61 in “Management Business Objectives (MBOs)” in this Proxy Statement.

  83. 2024 Target Opportunities

    2024 Target Opportunities The table below describes the structure of the 2024 annual cash incentive compensation plan. Targets for NEOs 2024 Annual Cash Incentive Compensation Plan:

  84. 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: •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 metrics, the payout levels range from 50% to 150% of target. 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. The transactional nature of a portion of our business, coupled with fluctuating market conditions, has historically presented challenges to short-term performance forecasting. In 2024, based on actual performance against our stated goals in operating margin and volume, we achieved an enterprise financial payout of 95% of target. Prior to the adjustment described below, we achieved 152% of our operating margin target goal, and achieved 32% of our blended volume growth target.

  85. Outperforming the Market

    Outperforming the Market An important part of our enterprise strategy is to increase market share through varying industry cycles. In 2024, we successfully executed on that strategy and outperformed the market amidst challenging conditions. While our blended volume growth outperformed the market, our absolute volume growth goals in 2024 were set with the assumption of a market and rate recovery, which ultimately did not materialize. As a result, our absolute volume growth goals proved to be exceptionally aggressive for a year of overall market contraction. Despite this contraction, our NAST division consistently outperformed the market in volume growth each quarter throughout the year. In recognition of the company’s strong overall performance in 2024 and the employees’ exceptional achievements in volume outgrowth relative to the market, the Talent & Compensation Committee adjusted the payout on the volume metrics of NAST to better reflect our relative outperformance of the industry for the year. The outperformance was determined by comparing our performance to the CASS freight index in 2024. This resulted in a payout of 101% of target for the enterprise financial portion and represents a six percentage point increase in the financial payout of the short-term incentive, as outlined in the table “Performance for NEOs 2024 Annual Cash Incentive Compensation Plan” on page 66. This adjustment was applied to all NEOs other than our CEO, ensuring his full accountability for results against the original metrics. In determining the adjustment to the plan, the Talent & Compensation Committee also considered the change to our 2025 short-term incentive program, which will move from an absolute volume growth measurement to a relative volume growth to better recognize our relative outperformance in the future. In 2025, we will use the CASS Freight Index to measure NAST volume performance and a competitor index to measure Global Forwarding volume performance.

  86. 2024 NEO Annual Incentive Compensation Financial Metrics

    2024 NEO Annual Incentive Compensation Financial Metrics

  87. 2024 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 % | | | | |

  88. 2024 NEO Annual Incentive Compensation Financial Metrics

    | 2025 Proxy Statement | 65 |

  89. 2024 NEO Annual Cash Incentive Compensation

    2024 NEO Annual Cash Incentive Compensation The table below sets forth the weighted impact of adjusted performance against the financial metrics and MBOs in the calculation of each NEO’s percentage of target incentive achieved and the resulting payout. Performance for NEOs 2024 Annual Cash Incentive Compensation Plan:

  90. 2024 NEO Annual Cash Incentive Compensation

    | NEO(1) | 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 | 149.1% | 32.0%(2) | 150% | 108% | 1,625,731 | | Damon J. Lee | 149.1% | 53.6% | 110% | 104% | 351,908(3) | | Arun D. Rajan | 149.1% | 53.6% | 112% | 105% | 1,141,725 | | Michael D. Castagnetto | 149.1% | 53.6% | 115% | 105% | 537,813 | | Michael J. Short | 149.1% | 53.6% | 110% | 104% | 552,253 |

  91. 2024 NEO Annual Cash Incentive Compensation

    (1)Mr. Zechmeister was not employed through the performance period to earn a payout; however, he received a payment equal to the pro-rated amount of his target annual cash incentive in connection with his separation agreement described below. (2)Mr. Bozeman’s compensation tied to enterprise volume was not adjusted as it was for other company employees as described above under “Outperforming the Market” on p. 64. (3)Payout prorated based on time in role for 2024.

  92. 2024 NEO Annual Cash Incentive Compensation

    | 66 | |

  93. 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 64% 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.

  94. Equity Mix and Vesting Terms

    Equity Mix and Vesting Terms

  95. Equity Mix and Vesting Terms

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

  96. Equity Mix and Vesting Terms

    | 40% (CEO/CFO) or 50% (Other NEOs) | 60% (CEO/CFO) or 50% (Other NEOs) | | RESTRICTED STOCK UNITS (RSUs) àTime-based àThree-year ratable | PERFORMANCE STOCK UNITS (PSUs) àPerformance-based àPSUs tied to three-year cumulative EPS growth |

  97. Equity Mix and Vesting Terms

    In 2024, 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. As part of the evolution of our incentive programs, we are no longer deferring settlement of vested awards for all of our NEOs beginning with awards granted 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. As part of this philosophy, we require our executive officers to own a significant amount of C.H. Robinson stock, as described on page 73 in “Additional Compensation Policies and Practices: Stock Ownership Guidelines.” We continue to monitor market trends and plan enhancements related to our equity award design and to modernize our compensation plans accordingly.

  98. Equity Mix and Vesting Terms

    | 2025 Proxy Statement | 67 |

  99. PSUs

    PSUs

  100. Overview

    Overview 2022 PSU Grants: PSUs granted in 2022 were 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 dilutive EPS growth target. •25% of the PSUs vest based on an annual AGP achievement target, which may be achieved over three separate annual performance periods under the award. 2023 PSU Grants: In 2023, we introduced PSUs with revised performance periods and a revised mix of performance metrics. PSUs granted in 2023 were 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. 2024 PSU Grants: In 2024, we focused on EPS as our performance metric. 100% of PSUs granted in 2024 are eligible to vest based on three-year cumulative dilutive EPS achievement, ranging from 0% to 200% of target based on achievement against the performance measure. 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. We have been enhancing our equity program to meet the needs of our evolving enterprise strategy and to align with common market practices. In 2024, we removed the post-vest holding period to delay the settlement of shares. For PSU awards made to NEOs in 2022, and 2023, the awards included a post-vest holding period whereby the standard settlement of all vested shares occurs on the earlier of one year after completion of 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.

  101. PSU Achievement for the 2022 – 2024 Performance Period

    PSU Achievement for the 2022 – 2024 Performance Period The dilutive EPS growth awards issued in 2022 measuring performance from 2022 through 2024 resulted in no payout based on achievement below threshold as set forth in the below chart.

  102. Adjusted Gross Profit PSUs

    Adjusted Gross Profit PSUs The AGP PSU awards issued in 2022 vested based on an annual AGP achievement targets over three separate performance periods. The portion of the AGP awards issued in 2022 measuring performance in 2022 resulted in a 200% payout based on achievement above maximum, 2023 resulted in a 0% payout based on achievement below threshold, and 2024 resulted in a 116% payout based on achievement above target as set forth in the below chart.

  103. RSUs

    RSUs RSUs granted in 2024 vest over a three-year period, or two years after termination of employment, if NEO meets retirement criteria based on age and tenure upon termination in conjunction with a voluntary termination, it allows for the award to continue vesting (except that if service is terminated in the first year, no more than two-thirds of the award may vest), if the NEO complies with certain post-employment covenants.

  104. RSUs

    | 2025 Proxy Statement | 69 |

  105. 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 such as human capital management, including the alignment of such efforts with the company’s overall strategy; 5.Overseeing the company’s process of conducting advisory shareholder votes on executive compensation; and 6.Reviewing executive officers’ employment agreements; separation and severance agreements; change in control agreements; and other compensatory contracts, arrangements, and benefits. The Talent & Compensation Committee Report on executive compensation is found on page 75.

  106. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant Starting in 2022, the Talent & Compensation Committee retained Semler Brossy to serve as its independent compensation consultant in order 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 2024, 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 in the design of the supplemental clawback policy; 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 February 2024, the Talent & Compensation Committee concluded that no conflict of interest existed that would prevent its advisor from independently advising the Talent & Compensation Committee.

  107. Role of Independent Compensation Consultant

    | 2025 Proxy Statement | 71 |

  108. Peer Group and Benchmarking

    Peer Group and Benchmarking The Talent & Compensation Committee considers many factors when setting compensation plans and awards, including company performance, NEO 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 first 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. These three companies were not included in the peer group used to determine 2023 compensation because they were added 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: àAre of reasonably similar size based on revenue and market capitalization (companies between one-fourth and four times that of total C.H. Robinson revenue and between one-third and three times that of C.H. Robinson market cap). àCompete with C.H. Robinson for executive talent and/or have similar skill needs at the executive level. àOperate in the transportation, logistics, or distribution industries.

  109. Peer Group and Benchmarking

    | 2024 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. |

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

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

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

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

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

    (1)Amounts as of December 31, 2024.

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

    | 72 | |

  114. Clawback Policy

    Clawback Policy We revised our incentive compensation recovery policy in 2023 to comply with the final clawback rules adopted by the Securities and Exchange Commission and Nasdaq. Under our policy, if the company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement, we are obligated to reasonably and promptly seek recovery of any excess incentive-based compensation paid to current and former executive officers. This recovery applies to compensation tied to misstated financial reporting measures and received during the three years preceding the restatement requirement. Building on this framework, the Board adopted a supplemental compensation recovery policy in the beginning of 2025. This supplemental clawback policy gives the Talent & Compensation Committee discretion to recover compensation other than base salary, including equity awards subject to time-based vesting conditions, from members of our management team at a vice president level position or above under certain circumstances. This policy may be triggered by, among other things, detrimental conduct such as fraud or actions that harm the company’s reputation. Together, our clawback policies underscore the company’s commitment to accountability, integrity, and protection of shareholder interests.

  115. Equity Grant Timing

    Equity Grant Timing We have not recently granted stock options or stock appreciation rights.

  116. New CFO Offer Letter Agreement

    New CFO Offer Letter Agreement In connection with his hiring as the company’s new Chief Financial Officer, the Talent & Compensation Committee approved the following annual compensation for Mr. Lee: (i) annual base salary of $700,000, (ii) target annual cash incentive of 100% of base salary (with the payout prorated for the portion of the year during which Mr. Lee served as CFO), and (iii) long-term equity incentive awards valued at $1.8 million (which amount reflects the full annual value of his long-term equity incentive award for 2024), 60% of which was issued in the form of performance stock units and 40% in the form of restricted stock units, each with the same performance measures and vesting dates as comparable awards made to the company’s other executive officers for fiscal year 2024. In addition, Mr. Lee received (i) a signing bonus of $1.4 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, and (ii) a make-whole restricted stock unit award to replace equity forfeited from his former employer valued at $2.5 million that vests as to 33% of the shares on

  117. 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, and it was amended and restated effective July 30, 2024 to clarify eligibility, COBRA coverage, and non-compete requirements. 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 (as defined in the Severance Plan). Additional severance benefits may be provided in the case of a termination within 24 months after a change in control (as defined in our Equity Incentive Plan). Severance benefits (not in connection with a change in control) 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 and two and a half times the annual target bonus, paid in a lump sum, and full vesting of equity awards. Change in control severance benefits for other NEOs include 24 months of base pay, 24 months of COBRA premiums and two times the annual target bonus paid in a lump sum, and full vesting of equity awards.

  118. Equity Award Acceleration and Post-Employment Vesting

    Equity Award Acceleration and Post-Employment Vesting Our equity award agreements with our NEOs for grants made in 2024 include provisions accelerating vesting in certain circumstances. RSUs are vested in full if a change in control occurs and awards are not assumed, although for awards granted prior to May 5, 2022,(1) the Board has discretion to fully vest RSUs even if they are assumed. RSUs will also fully vest if they are assumed and an NEO is terminated without cause within 12 months after the change in control. In the case of a change in control, PSU grants awarded in 2024 will be considered earned by either of the following, whichever is greater: (i) the number of PSUs that would be earned as if the date of the change in control were the end of the performance period, or (ii) target level, and converted to time-based vesting for the remainder of the original performance period. This treatment for equity awards has been adopted primarily because it effectively creates incentives for our executive team to obtain the highest value possible should we be acquired in the future. It also serves as a powerful retention device during the uncertain times preceding a change in control transaction, and provides employees the same opportunity as shareholders to participate in the change in control event.

  119. Equity Award Acceleration and Post-Employment Vesting

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  120. Equity Award Acceleration and Post-Employment Vesting

    (1)In the case of equity awards granted prior to May 5, 2022, if a change in control of our company occurs, the Talent & Compensation Committee may take such actions with respect to outstanding equity awards as it deems appropriate under the circumstances, which may include (i) providing for the continuation, assumption, or replacement of outstanding awards by the surviving or successor entity; (ii) providing that outstanding awards will terminate upon or immediately prior to the consummation of such change in control; (iii) providing that outstanding awards will vest and become exercisable or payable, in whole or in part, prior to or upon consummation of such change in control, or upon termination of an NEO’s employment; or (iv) providing for the cancellation of any outstanding award in exchange for a payment equal to the intrinsic value of the award at the time of the change in control. The Talent & Compensation Committee may specify the action to be taken in an award agreement or take the action prior to or coincident with the change in control and is not required to treat all awards or all NEOs similarly. All types of awards will become fully vested if employment ends due to death or disability. Starting in 2024, we no longer offer post-employment vesting after voluntary resignations and involuntary terminations not for cause. If the NEO meets retirement criteria based on age and tenure upon termination in conjunction with a voluntary termination, the award allows for two years of continued vesting (such that if service is terminated in the first year, no more than two-thirds of the award may vest), provided that the NEO complies with any restrictive covenant agreements entered into with the company. Mr. Bozeman’s special sign-on equity awards provide for similar change in control and termination of employment treatment, except that his make-whole restricted stock unit awards will fully vest in the case of a termination without cause or due to good reason (and will not vest in connection with retirement), and his special performance stock unit award will not continue to vest following termination.

  121. Summary Compensation Table

    Summary Compensation Table

  122. 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 | 2024 | 1,000,000 | | — | 5,610,682 | | 1,625,731 | | 540,795 | 8,777,208 | | | 2023 | 500,000 | (4) | 5,000,000(5) | 21,512,222 | | 13,741 | | 940,690 | 27,966,653 | | Damon J. Lee Chief Financial Officer | 2024 | 323,077 | (6) | 1,400,000(7) | 4,275,132 | | 351,908 | | 107,638 | 6,457,755 | | Arun D. Rajan Chief Strategy and Innovation Officer | 2024 | 910,000 | | — | 3,539,324 | | 1,141,725 | | 27,094 | 5,618,143 | | | 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 | | Michael D. Castagnetto President of NAST | 2024 | 580,769 | | | 1,322,645 | | 537,813 | | 22,432 | 2,463,659 | | Michael J. Short President of Global Forwarding | 2024 | 625,000 | | — | 1,778,962 | | 552,253 | | 23,536 | 2,979,751 | | | 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 | | Michael P. Zechmeister Former Chief Financial Officer | 2024 | 469,615 | (8) | — | 58,441 | | — | | 786,502 | 1,314,558 | | | 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 |

  123. Summary Compensation Table

    (1)Amounts shown in this column represent RSU and PSU awards made in 2022, 2023 and 2024 set forth below and described in the CD&A above. The amounts for 2024 include:

  124. Summary Compensation Table

    | Stock Awards | Mr. Bozeman($) | | Mr. Lee($) | | Mr. Rajan($) | | Mr. Castagnetto($) | | Mr. Short($) | | Mr. Zechmeister($) | | | Annual RSUs | | 2,244,420 | | 715,811 | | 1,726,590 | | 647,471 | | 863,295 | | — | | Annual PSUs with respect to 2024 grants(a) | | 3,366,262 | | 1,073,717 | | 1,726,590 | | 647,471 | | 863,295 | | — | | Annual PSUs with respect to 2022 grants(b) | | — | | — | | 86,144 | | 27,703 | | 52,372 | | 58,441 | | CFO Make-Whole RSU | | — | | 2,485,604 | | — | | — | | — | | — | | Total | | 5,610,682 | | 4,275,132 | | 3,539,324 | | 1,322,645 | | 1,778,962 | | 58,441 |

  125. 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, 2024. The values of annual PSU awards are reported assuming they are earned at target; however, their value at maximum level is: (a)For the PSUs granted in 2024: Mr. Bozeman: $6,732,524, Mr. Lee: $2,147,434, Mr. Rajan: $3,453,180, Mr. Castagnetto: $1,294,942, and Mr. Short: $1,726,590. (b)For the PSUs granted in 2022 for which performance metrics were set in 2024: Mr. Rajan: $172,288, Mr. Castagnetto: $55,406, Mr. Short: $104,744, and Mr. Zechmeister: $116,882.

  126. Summary Compensation Table

    | 76 | |

  127. Summary Compensation Table

    (2)Amounts shown in this column represent amounts actually paid 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 All Other Compensation table, below.

  128. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024

  129. Grants of Plan-Based Awards in 2024

    | 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 | 2/5/2024 | | — | — | — | 11,425 | 45,700 | 91,400(3) | — | 3,366,262 | | | 2/5/2024 | | — | — | — | — | — | — | 30,470(4) | 2,244,420 | | | | | — | 1,500,000(2) | 3,000,000(2) | — | — | — | — | — | | Damon J. Lee | 7/8/2024 | | — | — | — | 3,115 | 12,459 | 24,918(3) | — | 1,073,717 | | | 7/8/2024 | | — | — | — | — | — | — | 8,306(4) | 715,811 | | | 7/8/2024 | | — | — | — | — | — | — | 28,842(5) | 2,485,604 | | | | | — | 338,520(2) | 677,040(2) | — | — | — | — | — | | Arun D. Rajan | 2/5/2024 | | — | — | — | 5,860 | 23,440 | 46,880(3) | — | 1,726,590 | | | 2/5/2024 | | — | — | — | 327 | 1,306 | 2,612(6) | — | 86,144 | | | 2/5/2024 | | — | — | — | — | — | — | 23,440(4) | 1,726,590 | | | | | — | 1,092,000(2) | 2,184,000(2) | — | — | — | — | — | | Michael D. Castagnetto | 2/5/2024 | | — | — | — | 2,198 | 8,790 | 17,580(3) | — | 647,471 | | | 2/5/2024 | | — | — | — | 105 | 420 | 840(6) | — | 27,703 | | | 2/5/2024 | | — | — | — | — | — | — | 8,790(4) | 647,471 | | | | | — | 510,000(2) | 1,020,000(2) | — | — | — | — | — | | Michael J. Short | 2/5/2024 | | — | — | — | 2,930 | 11,720 | 23,440(3) | — | 863,295 | | | 2/5/2024 | | — | — | — | 199 | 794 | 1,588(6) | — | 52,372 | | | 2/5/2024 | | — | — | — | — | — | — | 11,720(4) | 863,295 | | | | | — | 531,250(2) | 1,062,500(2) | — | — | — | — | — | | Michael P. Zechmeister | 2/5/2024 | (7) | — | — | — | 222 | 886 | 1,772(6) | — | 58,441 | | | | | — | 448,852(2) | 897,704(2) | — | — | — | — | — |

  130. Grants of Plan-Based Awards in 2024

    (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. (2)Under the terms of the award and as further explained in the Annual Cash Incentive Compensation section of 2024 Named Executive Officer Compensation, beginning on page 62, the amount earned by each NEO was based on the enterprise blended volume growth and adjusted operating income margin percentage, along with MBO achievement for 2024 and was paid to the NEO in early 2025. (3)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 2024, based on the company’s cumulative diluted EPS growth. Any shares unvested after the vesting period are forfeited. The standard settlement of all vested PSUs occurs within 60 days after the vesting date. (4)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 2024. The standard settlement of all vested RSUs occurs within 60 days after the vesting date. (5)Represents the number of RSUs granted to Mr. Lee upon his appointment as our Chief Financial Officer. These RSUs replace equity forfeited by Mr. Lee from his former employer. The RSUs vest as to 33% of the shares on each of first and second annual anniversaries of the date of grant, and 34% of the RSUs vest on the third annual 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 July 8, 2024 and rounding down to the nearest whole number. (6)Represents one-third of the total number of PSUs granted during the reported year to the NEO. The first two-thirds was disclosed when reporting 2022 and 2023 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. (7)Mr. Zechmeister was not granted a 2024 RSU or PSU award, due to his pending departure from the company.

  131. Grants of Plan-Based Awards in 2024

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  132. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024

  133. Outstanding Equity Awards at Fiscal Year-End 2024

    | | 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 ($)(1) | Equity Incentive Plan Awards: Number of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | | David P. Bozeman | | | | | 64,101(2) | 6,622,915 | | | | | | | | | | 46,295(3) | 4,783,199 | | | | | | | | | | 7,192(4) | 743,077 | | | | | | | | | | 7,191(4) | 742,974 | | | | | | | | | | 7,191(4) | 742,974 | | | | | | | | | | 4,795(5) | 495,419 | | | | | | | | | | | | 45,700(6) | | 4,721,724 | | | | | | | | | 20,314(7) | | 2,098,842 | | Damon J. Lee | | | | | | | 12,459(6) | | 1,287,264 | | | | | | | | | 5,538(7) | | 572,186 | | | | | | | 28,842(8) | 2,979,955 | | | | | Arun D. Rajan | | | | | 19,114(9) | 1,974,858 | 6,450(10) | | 666,414 | | | | | | | | | 6,450(10) | | 666,414 | | | | | | | | | 6,450(10) | | 666,414 | | | | | | | | | 6,446(11) | | 666,001 | | | | | | | | | 23,440(6) | | 2,421,821 | | | | | | | | | 15,627(7) | | 1,614,582 | | Michael D. Castagnetto | 7,760(12) | 0(12) | 76.72 | 12/7/2026 | | | 1,612(10) | | 166,552 | | | 10,012(12) | 0(12) | 87.15 | 12/6/2027 | | | 1,612(10) | | 166,552 | | | 6,904(12) | 0(12) | 88.87 | 12/5/2028 | | | 1,612(10) | | 166,552 | | | 20,590(13) | 0(13) | 72.74 | 2/5/2030 | | | 1,611(11) | | 166,449 | | | | | | | | | 8,790(6) | | 908,183 | | | | | | | | | 5,861(7) | | 605,559 | | Michael J. Short | 6,364(13) | 0(13) | 72.74 | 2/5/2030 | 10,155(14) | 1,049,215 | 3,230(10) | | 333,724 | | | | | | | | | 3,230(10) | | 333,724 | | | | | | | | | 3,230(10) | | 333,724 | | | | | | | | | 3,224(11) | | 333,104 | | | | | | | | | 11,720(6) | | 1,210,910 | | | | | | | | | 7,814(7) | | 807,342 | | Michael P. Zechmeister | 11,004(13) | 0(13) | 72.74 | 2/5/2030 | | | 3,230(10) | | 333,724 | | | | | | | | | 3,230(10) | | 333,724 | | | | | | | | | 3,230(10) | | 333,724 | | | | | | | | | 3,224(11) | | 333,104 |

  134. Outstanding Equity Awards at Fiscal Year-End 2024

    | 2025 Proxy Statement | 79 |

  135. Outstanding Equity Awards at Fiscal Year-End 2024

    (1)All PSU value achievements are listed at target. (2)Upon Mr. Bozeman’s appointment to Chief Executive Officer in June 2023, C.H. Robinson awarded him a make-whole RSU award valued at $12 million to replace equity forfeited from his previous employer. 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. (3)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. (4)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. (5)The 2023 RSUs vest ratably over three calendar years beginning in 2023. (6)The 2024 PSUs are available to vest over three calendar years beginning in 2024, based on the company’s cumulative three-year diluted EPS growth. Any shares unvested after the performance period are forfeited. (7)The 2024 RSUs vest ratably over three calendar years beginning in 2024. (8)Upon the commencement of his employment in July 2024, the company awarded Mr. Lee a make-whole RSU award valued at $2.5 million to replace equity forfeited from his previous employer. The stock award vests as to 33% of the shares on each of first and second annual anniversaries of the date of grant, and 34% of the RSUs vest on the third annual anniversary of the date of grant, in each case subject to certain accelerated or continued vesting provisions. (9)Mr. Rajan was awarded a special time-based retention 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, contingent on Mr. Rajan’s continued service. (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. 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)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. (12)Represents the number of time-based stock options granted to the NEO in 2016, 2017, and 2018. 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 to the NEO in 2020. 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)Mr. Short was awarded a special time-based retention 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.

  136. Outstanding Equity Awards at Fiscal Year-End 2024

    | 80 | |

  137. Option Exercises and Stock Vested During 2024

    Option Exercises and Stock Vested During 2024

  138. Option Exercises and Stock Vested During 2024

    | | 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 | 83,844 | | 7,616,139 | | Damon J. Lee | 0 | | 0 | 2,768 | | 286,433 | | Arun D. Rajan | 0 | | 0 | 40,112 | | 3,855,105(1) | | Michael D. Castagnetto | 0 | | 0 | 9,126 | | 871,649(2) | | Michael J. Short | 10,408 | | 321,183 | 21,379 | | 2,153,143(3) | | Michael P. Zechmeister | 85,796 | | 2,354,710 | 15,535 | | 1,375,507(4) |

  139. Option Exercises and Stock Vested During 2024

    (1)13,186 shares deferred until the earlier of one year following the end of the three-year vesting period or two years after termination of employment. 26,926 was not deferred. (2)3,779 is deferred until the earlier of one year following the end of the three-year vesting period or two years after termination of employment. 5,347 was not deferred. (3)7,318 is deferred until the earlier of one year following the end of the three-year vesting period or two years after termination of employment. 14,061 was not deferred. (4)7,795 is deferred until the earlier of one year following the end of the three-year vesting period or two years after termination of employment. 7,740 was not deferred.

  140. Nonqualified Deferred Compensation(1)

    Nonqualified Deferred Compensation(1)

  141. Nonqualified Deferred Compensation(1)

    | Name of Executive Officer | Executive Contributions in 2024 ($) | | Registrant Contributions in 2024 ($)(2) | | Aggregate Earnings (Loss) in 2024 ($) | | Aggregate Withdrawals/ Distributions ($) | | Aggregate Balance at December 31, 2024 ($)(2) | | | David P. Bozeman | | — | | — | | — | | — | | — | | Damon J. Lee | | — | | — | | — | | — | | — | | Arun D. Rajan | | — | | 1,362,373 | | 659,644 | | — | | 5,388,031 | | Michael D. Castagnetto | | — | | 390,467 | | 310,074 | | (144,431) | | 2,432,587 | | Michael J. Short | | — | | 756,065 | | 587,027 | | (475,530) | | 4,831,798 | | Michael P. Zechmeister | | — | | 805,320 | | 826,138 | | — | | 5,847,054 |

  142. 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, 2024.

  143. Nonqualified Deferred Compensation(1)

    | 2025 Proxy Statement | 81 |

  144. 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 RSU 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 members 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, 2024, the last day of our reporting year. C.H. Robinson does not “gross up” payments to executive officers which are subject to excise taxes due to a change in control.

  145. 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 restricted units | | 16,167,925 | | 20,951,124 | | 9,347,359 | | | Severance | | — | | 2,500,000 | | 2,000,000 | | | Annual target bonus | | — | | 3,750,000 | | — | | Damon J. Lee | Vesting of restricted units | | 4,839,405 | | 4,839,405 | | 2,979,955 | | | Severance | | — | | 1,400,000 | | 1,050,000 | | | Annual target bonus | | — | | 1,400,000 | | — | | Arun D. Rajan | Vesting of restricted units | | 8,676,504 | | 8,676,504 | | 2,665,243 | | | Severance | | — | | 1,820,000 | | 1,365,000 | | | Annual target bonus | | — | | 2,184,000 | | — | | Michael D. Castagnetto | Vesting of restricted units | | 2,179,847 | | 2,179,847 | | 666,105 | | | Severance | | — | | 1,200,000 | | 900,000 | | | Annual target bonus | | — | | 1,020,000 | | — | | Michael J. Short | Vesting of restricted units | | 4,401,743 | | 4,401,743 | | 1,334,276 | | | Severance | | — | | 1,250,000 | | 937,500 | | | Annual target bonus | | — | | 1,062,500 | | — | | Michael P. Zechmeister(4) | Vesting of restricted units | | — | | — | | 1,334,276 | | | Severance | | — | | — | | 1,110,000 | | | Annual target bonus(5) | | — | | — | | 448,852 |

  146. 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 separation with a change in control, the NEO is also eligible for COBRA premiums, additional details of which can be found in “Executive Separation and Change in Control Plan” on page 74. (3)In the event of severance/termination, the NEO is also eligible for COBRA premiums, additional details of which can be found in “Executive Separation and Change in Control Plan” on page 74. (4)Mr. Zechmeister’s service with the company ended on August 9, 2024 due to an involuntary termination without cause. Therefore, only those payments and benefits that are tied to an involuntary termination without cause not in connection with a change in control are included in this table for Mr. Zechmeister. (5)This amount represents a prorated payout of Mr. Zechmeister’s target annual cash incentive opportunity for 2024 in accordance with the terms of his separation agreement with the company, as described above under “Additional Compensation Policies and Practices--Separation Agreement with Mr. Zechmeister.”

  147. Potential Payments Upon Termination or Change in Control

    | 82 | |

  148. 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 2024, our last completed fiscal year: àthe annual total compensation of our median employee was $58,983; and àthe annual total compensation of our CEO, as reported in the Summary Compensation Table, on page 76 of this Proxy Statement was $8,777,208. Based on this information, for 2024, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual compensation of our median employee was 149:1. Our pay ratio estimate has been calculated in a manner consistent with the Item 402(u) of Regulation S-K. We do not believe there has been any change in either our employee population or our employee compensation arrangements or practices that would significantly impact our 2024 pay ratio disclosure and, therefore, intended to use the same median employee we identified for 2023. However, because that employee is no longer employed by the company, we identified a substitute median employee whose amount for our consistently applied compensation measure is substantially similar to the original median employee’s compensation. We identified our original median employee on December 31, 2023, based on the base salary plus overtime actually paid during fiscal year 2023 to all members of our workforce, other than our CEO, who were employed on December 31, 2023.

  149. CEO Pay Ratio

    | 2025 Proxy Statement | 83 |

  150. 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 aligns our executive pay with changes in the value of our total shareholder 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, 2024, 2023, 2022, 2021, and 2020:

  151. Pay Versus Performance

    | | Summary Compensation Table Total for Current CEO ($)(1) | Compensation Actually Paid to Current CEO ($)(2) | Summary Compensation Table Total for Former CEO ($)(1) | Summary Compensation Actually Paid to Former CEO ($) | 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) | | | | 2024 | 8,777,208 | 14,851,421 | N/A | N/A | 3,766,773 | 4,510,333 | 149.17 | 133.76 | 465,690 | 24.2% | | 2023 | 27,966,653 | 26,532,662 | 2,796,530 | 2,684,241 | 5,528,381 | 4,028,868 | 121.38 | 130.87 | 325,129 | 19.8% | | 2022 | N/A | N/A | 10,529,870 | 9,724,702 | 3,425,442 | 3,231,790 | 125.27 | 97.55 | 940,524 | 35.3% | | 2021 | N/A | N/A | 10,233,276 | 13,016,105 | 3,328,925 | 4,066,077 | 144.14 | 120.41 | 844,245 | 34.3% | | 2020 | N/A | N/A | 5,432,670 | 7,581,756 | 1,891,881 | 2,370,415 | 123.02 | 106.29 | 506,421 | 27.9% |

  152. Pay Versus Performance

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

  153. Pay Versus Performance

    | Year | CEO | Non-CEO NEOs | | 2024 | David P. Bozeman | Arun D. Rajan, Michael D. Castagnetto, Michael J. Short, Michael P. Zechmeister | | 2023 | David P. Bozeman, Scott Anderson | Michael P. Zechmeister, Arun D. Rajan, Angela K. Freeman, Michael J. Short | | 2022 | Robert C. Biesterfeld Jr. | Michael P. Zechmeister, Arun D. Rajan, Mac S. Pinkerton, Michael J. Short | | 2021 | Robert C. Biesterfeld Jr. | Michael P. Zechmeister, Mac S. Pinkerton, Arun D. Rajan, Michael J. Short | | 2020 | Robert C. Biesterfeld Jr. | Michael P. Zechmeister, Christopher J. O’Brien, Mac S. Pinkerton, Michael J. Short |

  154. 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 Current CEO reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:

  155. Pay Versus Performance

    | | 2024 ($) | | Compensation Reported in Summary Compensation Table for current CEO | 8,777,208 | | Less: Value of stock and option awards reported in Summary Compensation Table | (5,610,682) | | Plus: Year-end fair value of awards granted during the fiscal year that are unvested and outstanding | 6,785,579 | | Plus: Year-end fair value of awards granted during the fiscal year that vested in the fiscal year | 1,043,935 | | 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 | 1,550,891 | | 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 | 2,304,490 | | 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 | 6,074,213 | | Compensation Actually Paid to current CEO | $14,851,421 |

  156. Pay Versus Performance

    (3)Refer above for the list of the Non-CEO NEOs included in the figures for 2020 through 2024. Average Compensation Actually Paid to Non-CEO NEOs reflects the following adjustments from Average Total Compensation reported in the Summary Compensation Table:

  157. Pay Versus Performance

    | 84 | |

  158. Pay Versus Performance

    | | 2024 ($) | | Average Compensation Reported in Summary Compensation Table | 3,766,773 | | Less: Value of stock and option awards reported in Summary Compensation Table | (2,194,901) | | Plus: Year-end value of awards granted during the fiscal year that are unvested and outstanding | 2,468,888 | | Plus: Year-end value of awards granted during the fiscal year that vested in the fiscal year | 418,298 | | 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 | 287,765 | | 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 | 340,650 | | Less: Prior year fair value of awards that were granted during a prior fiscal year that failed to vest in the fiscal year | (577,140) | | Total Adjustments | 743,560 | | Average Compensation Actually Paid | $4,510,333 |

  159. 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 2024 to our company’s performance, is adjusted operating margin.

  160. Compensation Actually Paid versus TSR(1)(2)

    Compensation Actually Paid versus TSR(1)(2) (1)TSR in the above chart reflects the cumulative return of $100 as if invested on December 31, 2019, including reinvestment of any dividends. (2)Current CEO represents David P. Bozeman, Former CEO includes Scott Anderson and Robert C. Biesterfeld Jr.

  161. Compensation Actually Paid versus TSR(1)(2)

    | 86 | |

  162. Compensation Actually Paid versus Total Net Income

    Compensation Actually Paid versus Total Net Income

  163. Compensation Actually Paid versus Adjusted Operating Margin %

    Compensation Actually Paid versus Adjusted Operating Margin %

  164. Compensation Actually Paid versus Adjusted Operating Margin %

    | 2025 Proxy Statement | 87 |

  165. 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, 2025. 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, 2025. |

  166. Compensation Actually Paid versus Adjusted Operating Margin %

    | 88 | |