DEF 14A of C. H. Robinson Worldwide, Inc., Mar 24, 2026

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

Filed Mar 24, 2026 · FY20250001043277-26-000011

Open on EDGAR

  1. Winning Through People and Culture

    | Talent & Compensation Committee Report | 72 | | Executive Compensation Tables | 73 | | CEO Pay Ratio | 80 | | Pay Versus Performance | 81 | | Proposal 3: Ratification of the Selection of Independent Auditors | 85 | | Audit-Related Matters | 86 | | Independent Auditors’ Fees | 86 | | Pre-approval Policy | 87 | | Audit Committee Report | 88 | | Proposal 4: Approval of Amended and Restated 1997 Employee Stock Purchase Plan | 89 | | Shareholder Approval and Board of Directors Recommendation | 90 | | Summary of Changes to be Made | 90 | | Description of the Restated ESPP | 91 | | Security Ownership and Related Information | 95 | | Security Ownership of Certain Beneficial Owners and Management | 95 | | Related Party Transactions | 97 | | Delinquent Section 16(a) Filings | 97 | | Additional Information | 98 | | Proxy Statement for the 2026 Annual Meeting of Shareholders | 98 | | Questions and Answers about the Annual Meeting | 99 | | Other Information | 101 | | Appendix A | A-1 |

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | | David P. Bozeman, 57 President and Chief Executive Officer Director Since: 2023 Committees: None | | Mary J. Steele Guilfoile, 71 IND Former Executive Vice President, JP Morgan Chase Director Since: 2012 Committees: GC, TCC (Chair) | | | Kermit R. Crawford, 66 IND Retired President and Chief Operating Officer, Rite Aid Director Since: 2020 Committees: GC (Chair), TCC | | Jodee A. Kozlak, 63 IND Chair of the Board; Former Executive Vice President and Chief Human Resources Officer, Target Director Since: 2013 Committees: GC, TCC | | | Edward Feitzinger, 58 IND Former VP of Global Logistics, Amazon Director Since: 2025 Committees: AC, TIS | | Michael H. McGarry, 68 IND Retired Executive Chairman and Chief Executive Officer, PPG Industries Director Since: 2024 Committees: GC, TCC | | | Timothy C. Gokey, 64 IND Chief Executive Officer, Broadridge Financial Solutions Director Since: 2017 Committees: TCC, TIS | | Paige K. Robbins, 57 IND Senior Vice President and President, Grainger Business Unit Director Since: 2024 Committees: AC, TIS | | | Mark A. Goodburn, 63 IND Retired Chairman and Global Head of Advisory, KPMG International Director Since: 2022 Committees: AC (Chair), TIS | | Paula C. Tolliver, 61 IND Retired Corporate Vice President and Chief Information Officer, Intel Director Since: 2018 Committees: AC, TIS (Chair) |

  4. Director Nominees

    | Board Profile | | Independence | | | | Tenure | | | | Age | | | | Demographics | | |

  5. Director Nominees

    | AC - Audit Committee | GC - Governance Committee | TCC - Talent & Compensation Committee | TIS- Technology & Innovation Subcommittee |

  6. Director Nominees

    | 2026 Proxy Statement | 11 |

  7. Director Nominees

    | Voting Roadmap |

  8. 2025 Compensation Program Changes

    | | | Approximately 94% of votes cast at our 2025 Annual Meeting supported our executive compensation program. | | Equity Mix | Increased our pay at risk from 50% to 60% PSUs for all NEOs | | | Annual Cash Incentive Plan | Moved to a relative volume metric Moved to a bonus structure 100% based on financial metrics | | | Clawback Policy | Adopted a supplemental compensation recovery (“clawback”) policy to reinforce commitment to our Code of Conduct | |

  9. Director Nominee Biographies and Qualifications

    Director Nominee Biographies and Qualifications

  10. Director Nominee Recommendations

    Director Nominee Recommendations The Governance Committee considers director nominee recommendations from a wide range of sources, including current Board members, senior management, business leaders, and community stakeholders. Shareholder recommendations are welcomed and evaluated under the same criteria applied to all candidates. To enhance the recruitment process, the Governance Committee may engage independent search firms to identify and vet potential nominees, ensuring a broad and diverse pool of qualified candidates. The table below outlines the typical steps in the nomination process when the Board seeks to appoint a new member.

  11. Director Nominee Recommendations

    | 28 | |

  12. Director Nominee Recommendations

    | Director Nomination Process | | | | | | | | | | | | Assessment & Identification: Review Board composition and skills matrix to align with strategic priorities. Source candidates through internal networks and external search firms. | | Evaluation: Assess resume, qualifications, independence, diversity, and fit against the Board’s composition and skills matrix, and conduct interviews with all directors to evaluate the candidate’s background, leadership qualities, and alignment with the Board’s needs. | | Recommendation & Nomination: Governance Committee recommends selected candidates to the full Board for approval. Shareholders elect directors at the annual meeting. |

  13. Director Nominee Recommendations

    The Governance Committee uses the same process for evaluating all nominees, regardless of the source of the nomination. Any shareholder interested in presenting a nomination for consideration by the Governance Committee prior to the 2027 Annual Meeting should do so as early as possible to provide adequate time to consider the nominee and comply with our Bylaws. See “Shareholder Nominations,” below, for more details.

  14. Talent & Compensation Committee

    Talent & Compensation Committee Function: The Talent & Compensation Committee has oversight responsibilities relating to overall talent strategy, executive compensation, employee compensation and benefits programs and plans, succession and leadership development, and culture. It also oversees compensation matters for non‑employee directors, ensuring they align with the company’s broader human capital and compensation framework. Key Responsibilities: Among other responsibilities in the Talent & Compensation Committee Charter, the Talent & Compensation Committee is responsible for: àReviewing and evaluating the performance of the CEO; àDetermining and approving all elements of the compensation and benefits for the CEO and other executive officers; àReviewing and approving the company’s compensation philosophy and programs, including equity-based incentive plans, to ensure alignment with the company’s strategy, performance objectives, and risk profile; àReviewing and approving the peer group and compensation data sources used to assess the competitiveness and appropriate positioning of executive compensation; àOverseeing the company’s policies, practices, performance, disclosures, and progress toward goals with respect to significant human capital management issues, including alignment with the company’s overall strategy; àReviewing and approving the Compensation Discussion and Analysis and related disclosures for inclusion in the annual proxy statement. àOverseeing the company’s advisory shareholder votes on executive compensation, including reviewing results and recommending responsive actions, as appropriate; àReviewing executive officers’ employment agreements; separation and severance agreements; change in control agreements; and other compensatory contracts, arrangements, and benefits; àReviewing compensation-related risk matters, including incentive design and compensation policies as they relate to risk-taking, and overseeing the administration of compensation recovery policies; and àReviewing and making recommendations to the Board with respect to the compensation of non-employee directors. Independence: All of our Talent & Compensation Committee members are “independent” under applicable Nasdaq listing standards and Internal Revenue Service and SEC rules and regulations. Mr. Winship ceased serving on the Talent & Compensation Committee upon his resignation from the Board, effective August 25, 2025.

  15. Strategic Oversight

    | àQuarterly and annual financial results àLong-range financial planning and enterprise financial models àLong-term strategic planning and M&A àRisk management, mitigation, and insurance updates àCapital allocation priorities and performance àGrowth strategy, including sales and marketing àGovernance policies, committee charters, and related governance enhancements àOversight of material sustainability topics and stakeholder-focused initiatives | àTechnology strategy, major technology initiatives, and innovation priorities àCybersecurity, data privacy, regulatory compliance, and internal controls àHuman capital management, including leadership succession and talent planning àExecutive compensation and incentive plan design àDirector compensation and Board governance matters àBoard composition, refreshment, director development, and self-assessment results |

  16. Oversight of Risk

    | Evaluate and Approve The Talent & Compensation Committee evaluates the performance of the CEO and senior leadership and sets performance goals and objectives. The Board reviews the report evaluating the CEO and any other updates from the Talent & Compensation Committee in executive sessions of the Board. The Talent & Compensation Committee reviews compensation programs, policies, and practices and makes compensation decisions. | | Assess and Plan The Talent & Compensation Committee reviews succession plans for the company’s senior leadership team, including the CEO, and presents such plans to the Board. The Board provides input to the CEO, who conducts an annual assessment of the performance and development of other senior management. The Talent & Compensation Committee reviews the results of the advisory stockholder vote on executive compensation and makes recommendations to the Board as appropriate. |

  17. Overview

    Overview The Talent & Compensation Committee’s independent compensation consultant is periodically engaged to ensure the Board’s compensation remains competitive and reflective of prevailing market practices. This review involves analyzing director compensation across relevant peer groups and providing recommendations for potential adjustments. Based on the market‑based recommendations of Semler Brossy resulting from their independent review in 2024, the Board approved two principal changes to the director compensation program for 2025: (i) increasing the additional cash retainer premium for the Independent Chair of the Board from $100,000 to $150,000, and (ii) transitioning the timing of director equity awards from grants made quarterly, in‑arrears, to a single fully vested annual grant made at the time of the company’s annual meeting. To facilitate this transition, directors received (i) a quarterly RSU grant during the second quarter of 2025 for services performed during the first quarter of 2025 under the prior compensation structure, and (ii) a full annual RSU grant in May 2025 under the revised compensation program. No equity compensation was paid for the same service period more than once. Committee service compensation for chairs and members remained consistent with prior years, as did the ability of directors to elect annually whether to receive their retainers in cash, taxable shares, or immediately vested RSUs payable after their Board service concludes. Cash retainers continued to be paid in quarterly installments. Together, these changes were intended to maintain competitiveness and flexibility while simplifying the overall compensation structure. In 2025, the Board established a Technology & Innovation Subcommittee (as discussed above). Members of this subcommittee receive compensation on a per‑meeting basis, with chair and member compensation levels aligned to the company’s broader committee‑based compensation structure. The table below outlines the 2025 annual compensation program for our non-employee directors:

  18. Annual Non-Employee Director Compensation

    Annual Non-Employee Director Compensation

  19. Annual Non-Employee Director Compensation

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

  20. Additional Director Compensation

    Additional Director Compensation

  21. Additional Director Compensation

    | Compensation Element | Compensation Amount | | | | Independent Chair of the Board Additional Cash Retainer | $150,000 | | | | Committee Service Compensation | | Chair | Member | | Audit Committee | | $30,000 | $12,500 | | Technology & Innovation Subcommittee | | $2,000/meeting | $1,500/meeting | | Governance Committee | | $20,000 | $7,500 | | Talent & Compensation Committee | | $20,000 | $7,500 |

  22. 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.

  23. Additional Director Compensation

    | 46 | |

  24. Additional Director Compensation

    | Compensation of Directors |

  25. Additional Director Compensation

    Directors are subject to the company’s Stock Ownership Guidelines and as such 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 stock owned in a trust, by a spouse, or by dependent children of our directors. All directors who have been on the Board for at least five years are in compliance with the company’s Stock Ownership Guidelines.

  26. 2025 Director Compensation Table

    2025 Director Compensation Table

  27. 2025 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, 2025(3) | | James J. Barber, Jr. (4) | | 43,413 | | 43,750 | | 87,163 | 4,315 | | Kermit R. Crawford | | 137,500 | | 218,750 | | 356,250 | 9,910 | | Edward G. Feitzinger(5) | | 44,306 | | 130,819 | | 175,125 | 1,270 | | Timothy C. Gokey | | 129,224(7) | | 218,750 | | 347,974 | 25,624 | | Mark A. Goodburn | | 144,282(7) | | 218,750 | | 363,032 | 12,540 | | Mary J. Steele Guilfoile | | 137,500 | | 218,750 | | 356,250 | 21,560 | | Jodee A. Kozlak | | 275,000 | | 218,750 | | 493,750 | 28,014 | | Henry J. Maier (4) | | 41,641 | | 43,750 | | 85,391 | 5,733 | | Michael H. McGarry | | 125,000 | | 218,750 | | 343,750 | 3,475 | | Paige K. Robbins | | 126,125 | | 218,750 | | 344,875 | 3,475 | | Paula C. Tolliver | | 128,500 | | 218,750 | | 347,250 | 16,383 | | Henry W. “Jay” Winship(6) | | 77,028 | | 218,750 | | 295,778 | 7,673 |

  28. 2025 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 at least one year following the termination of his or her service on the board. In connection with a change in the structure and timing of director equity compensation, directors received an RSU award granted in the second quarter of 2025 for services performed during the first quarter of 2025 and an annual RSU award granted in May 2025 pursuant to the Non‑Employee Director Compensation Policy, effective May 8, 2025. The fair value of all RSU awards was determined in accordance with Accounting Standards Codification Topic 718 (“ASC 718”) and reflects discounts for post‑vesting holding restrictions. The fair value of the RSU award granted in the second quarter of 2025 was based on the closing market price of the company’s common stock on the applicable grant date. Beginning in May 2025, the number of RSUs granted is determined by dividing the annual equity award value of $175,000 (or a pro‑rated amount for partial service) by the average closing sale price of a share of the company’s common stock on the Nasdaq Stock Market during the 30‑day period ending on the trading date prior to the grant date and rounding down to the nearest whole number (the “30‑day Average”), and the fair value of the May 2025 RSU award was based on the 30‑day Average. (3)Represents the aggregate number of stock awards outstanding as of December 31, 2025. Outstanding awards included vested RSUs for which settlement of the underlying shares has been deferred. (4)Each of Mr. Barber’s and Mr. Maier’s respective terms on the Board of Directors ended following the company’s annual shareholder meeting on May 8, 2025. (5)Mr. Feitzinger was elected to the Board of Directors on August 7, 2025 and was appointed to the Audit Committee effective November 6, 2025. (6)Mr. Winship resigned from the Board effective August 25, 2025. (7)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 on the date elected by the director.

  29. 2025 Director Compensation Table

    | 2026 Proxy Statement | 47 |

  30. 2025 Director Compensation Table

    | 48 | |

  31. 2025 Director Compensation Table

    | Proposal 2: Advisory Vote on the Compensation of Named Executive officers (“Say-on-Pay”) |

  32. 2025 Director Compensation Table

    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 2026 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 individual, 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 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 2025 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 SEC’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.

  33. 2025 Director Compensation Table

    | 2026 Proxy Statement | 49 |

  34. Named Executive Officers

    | Equity Mix | Equity mix for all NEOs moved to 60% PSUs and 40% RSUs | | Annual Cash Incentive Plan | Moved to a relative volume metric Moved to a bonus structure 100% based on financial metrics | | Clawback Policy | Adopted a supplemental compensation recovery (“clawback”) policy to reinforce commitment to our Code of Conduct |

  35. 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 individual and company goals, business transformation, and company culture | Provide a level of total compensation necessary to attract, retain, and motivate highly qualified executives |

  36. 2025 Performance Highlights and Incentive Payouts

    2025 Performance Highlights and Incentive Payouts Carrier capacity in the North America surface transportation (NAST) market continued to contract in 2025 as carriers exited the market. This gradual tightening, coupled with disruptive weather events and incremental pressures from the enforcement of commercial driver regulations, contributed to upward pressure on transportation rates. Despite these emerging pressures, the market has not fully transitioned into a sustained upcycle. Throughout the year, we continued to advance our dynamic pricing and costing capabilities, navigating both the prolonged softness in demand and the rising cost environment that emerged toward year‑end. These enhanced capabilities allowed us to better react to changing market conditions, grow our truckload and less than truckload (LTL) volumes, and drive an improvement in adjusted gross profit per transaction in 2025 compared to 2024. The global forwarding market continued to face a persistent imbalance in 2025, marked by excess vessel capacity and weak global demand. Despite carriers’ ongoing avoidance of the Suez Canal, which has resulted in longer transit times and strain on global networks, vessel capacity has remained elevated. While short periods of rate volatility have occurred due to shifting trade policies, front‑loading, seasonal factors, and carriers’ use of blank sailings, international freight rates have largely remained depressed as weak demand outweighed these pressures and negatively impacted our ocean and air freight volumes. Despite the prolonged freight recession in the North America surface transportation market and volatile conditions in the global forwarding market, C.H. Robinson has remained focused on providing best-in-class service to our customers and contract carriers, gaining profitable share in targeted segments, streamlining our processes, applying Lean principles, and leveraging evolving AI technology to drive out waste and optimize our cost structure. These efforts, and the disciplined execution enabled by our operating model, led to further productivity improvements and significant improvements in income from operations.

  37. Incentive Payouts

    Incentive Payouts

  38. Incentive Payouts

    | Element | Key Features | Result | | | 2025 Annual Incentive Cash Plan | Based on enterprise relative market outgrowth and enterprise adjusted operating margin(2) | Above Target | | | 2023 Average Adjusted Operating Margin PSUs(1) | Aligned to 3-year average adjusted operating margin | Below Threshold | | | 2023 Earnings Per Share PSUs(1) | Aligned to 3-year cumulative EPS | Below Target | | | 2023 Adjusted Gross Profit PSUs(1) | Aligned to 3-year cumulative AGP | Below Target | |

  39. Incentive Payouts

    (1)Granted in 2023 for 2023–2025 performance period. (2)Discussed more fully on page 60. Enterprise adjusted operating margin, defined on page 60, finished at maximum at 30.5% in 2025. NAST truckload and LTL volume significantly outpaced market indices and finished at maximum at 7.0% in 2025. GF ocean and air volumes underperformed market indices and finished below threshold at (8.5%) and (5.6%), respectively, in 2025. Despite improved results in 2025 compared to 2024, our 3-year cumulative diluted earnings per share and 3-year cumulative AGP for the 2023 through 2025 performance period fell below between threshold and target for our EPS and AGP-based PSUs. Our 3-year average adjusted operating margin fell below threshold level for our average adjusted operating margin-based PSUs.

  40. Incentive Payouts

    | 54 | |

  41. 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 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 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 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 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 |

  42. Performance Evaluation and Compensation

    Performance Evaluation and Compensation All of our NEOs are paid the same compensation elements. The determination of the NEOs’ 2025 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:

  43. 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 management business objectives (MBOs) | | | | | | 2025 Changes •Increased our pay at risk from 50% to 60% PSUs for all NEOs •Moved to a relative volume metric in our annual incentive plan •Moved to a bonus structure based solely on financial metrics (removing MBOs) in our annual incentive plan •Adopted a supplemental compensation recovery (“clawback”) policy to reinforce commitment to our Code of Conduct •Refined peer group composition to reflect market evolution and ensure continued relevance for pay benchmarking | | 2024 Changes •Expanded peer group to include three additional companies based on market evolution •Removed continued vesting of equity awards after voluntary resignations and involuntary terminations not for cause and removed the associated post-vesting hold period •Adopted market-aligned retirement vesting for grants on a go-forward basis •Simplified PSU design to be based solely on three-year cumulative EPS •Adopted use of 30-day average price for the period prior to grant date to determine numbers of shares for issuance |

  44. Average Other NEO 2025 Target Compensation(2)

    Average Other NEO 2025 Target Compensation(2) (1)Equity compensation includes 60% PSUs and 40% RSUs. (2)Ms. Capers was excluded from average calculation due to joining mid-year; however, Ms. Capers’ 2025 equity grant was also delivered 60% in PSUs and 40% in RSUs.

  45. 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; however, based on performance, base salary may be higher in the range. | | | | | | | | | 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 2025, the annual cash incentive had the following parameters: àMeasures aligned to: Enterprise Relative Market Outgrowth and Enterprise Adjusted Operating Margin. àEstablishment of payout range for financial measures with threshold payout at 25% and maximum payout at 200%. | | | | | | | | | | | | | | | Performance Stock Units (PSUs) | | | | | | CEO | NEO(1) | Aligns the interests of management and shareholders. | àAccounts for 60% of NEOs 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 40% of NEOs’ total equity grant value. àRSUs have a vesting period of three years and distribute immediately upon vesting. | | | | | | |

  46. Components of Total Compensation

    (1)Ms. Capers was excluded from average calculation due to joining mid-year; however, Ms. Capers’ equity grant was also delivered 60% in PSUs and 40% in RSUs.

  47. Performance Metrics and Goal Rigor

    Performance Metrics and Goal Rigor

  48. 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, excluding restructuring and losses on divestitures, is a non-GAAP financial measure calculated as adjusted 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, excluding restructuring and losses on divestitures, to gross profit and operating margin, respectively, in our Current Report on Form 8-K filed on January 28, 2026. We believe adjusted operating margin, excluding restructuring and losses on divestitures, is an appropriate measure for our annual cash incentive compensation because it rewards profit expansion through disciplined execution, which is aligned with the interests of our shareholders. Enterprise Relative Market Outgrowth One of the measures used to determine the financial component of annual incentive compensation is enterprise relative market outgrowth. We believe enterprise relative market outgrowth is an appropriate measure for our annual cash incentive compensation because it rewards growth of the business relative to the market, which is aligned with the interests of our shareholders and supports our business and talent objectives. This measure is a blended volume measure across our four key modes: NAST truckload, NAST LTL, GF ocean, and GF air. We measure our growth compared to the Cass Freight Shipment Index for NAST truckload and LTL and an internally built index for our GF business. | | 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 divestitures and restructuring as discussed above. |

  49. Performance Metrics and Goal Rigor

    | 60 | |

  50. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation The Talent & Compensation Committee approves the 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 link key performance metrics to enterprise strategy and foster our pay for performance culture. The plan also provides the ability for the Committee to make a discretionary adjustment of up to +/- 20% of the earned incentive payouts based on its evaluation of management execution, taking into consideration actual EPS against plan, volume and rate volatility, and material geopolitical impact. The Committee did not make an adjustment to the 2025 payouts.

  51. 2025 Target Opportunities

    2025 Target Opportunities The table below describes the structure of the 2025 annual cash incentive compensation plan. Plan Targets for NEO 2025 Annual Cash Incentive Compensation:

  52. Financial Metrics

    Financial Metrics The threshold, target, and maximum levels of blended relative market outgrowth and adjusted operating income margin percentage were set with the following objectives: •The target level is challenging; •The relative difficulty of achieving each level is consistent from year to year; and •A threshold payment is made to reward partial achievement of the target, and a maximum payment rewards attainment of an aggressive level of performance that remains aligned with the company’s risk strategy. For performance between threshold and target or target and maximum, the achievement percentage is determined by linear interpolation. The payout levels range from 25% to 200% of target at threshold and maximum respectively. The Talent & Compensation Committee established target adjusted operating margin and relative market volume outgrowth levels that were intended to be consistent with the company’s long-term expected results and reflective of the Committee’s assessment of forecast uncertainty and the inherent difficulty embedded in the incentive plan. In 2025, based on actual performance against our stated goals in operating margin and blended relative market outgrowth, we achieved an enterprise financial payout of 171% of target. Strong performance in 2025 resulted in 200% performance attainment against our operating margin target goal and 141% performance attainment against our blended relative market outgrowth target.

  53. 2025 NEO Annual Incentive Compensation Financial Metrics

    2025 NEO Annual Incentive Compensation Financial Metrics

  54. 2025 NEO Annual Incentive Compensation Financial Metrics

    | | | Threshold | Target | Maximum | | NAST TL + LTL Loads Market Outgrowth | | | | | | GF Ocean TEUs Market Outgrowth | | | | | | GF Air Tonnage Market Outgrowth | | | | | | Enterprise Adjusted Operating Margin % | | | | |

  55. 2025 NEO Annual Cash Incentive Compensation

    2025 NEO Annual Cash Incentive Compensation The table below sets forth the weighted impact of performance against the financial metrics in the calculation of each NEO’s percentage of target incentive achieved and the resulting payout. Performance Against Plan for NEO 2025 Annual Cash Incentive Compensation:

  56. 2025 NEO Annual Cash Incentive Compensation

    | NEO | Achievement Tied to Enterprise Adjusted Operating Margin | Enterprise Relative Market Outgrowth | Total Incentive Achievement % of Target | Total Payout Amount ($) | | David P. Bozeman | 200.0% | 141.3% | 171% | 2,879,618 | | Damon J. Lee | 200.0% | 141.3% | 171% | 1,230,343 | | Arun D. Rajan | 200.0% | 141.3% | 171% | 1,919,335 | | Dorothy G. Capers | 200.0% | 141.3% | 171% | 485,897(1) | | Michael J. Short | 200.0% | 141.3% | 171% | 933,743 |

  57. 2025 NEO Annual Cash Incentive Compensation

    (1)Payout prorated based on time in role for 2025.

  58. 2025 NEO Annual Cash Incentive Compensation

    | 2026 Proxy Statement | 63 |

  59. 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 73% 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.

  60. Equity Mix and Vesting Terms

    Equity Mix and Vesting Terms

  61. Equity Mix and Vesting Terms

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

  62. Equity Mix and Vesting Terms

    | 40% | 60% | | RESTRICTED STOCK UNITS (RSUs) àTime-based àThree-year ratable | PERFORMANCE STOCK UNITS (PSUs) àPerformance-based àPSUs tied to three-year cumulative EPS growth |

  63. Equity Mix and Vesting Terms

    In 2025, 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 2025. 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 70 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.

  64. Equity Mix and Vesting Terms

    | 64 | |

  65. PSUs

    PSUs

  66. Overview

    Overview 2023 PSU Grants: 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 and 2025 PSU Grants: PSUs granted in 2024 and 2025 were 100% 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.

  67. PSU Achievement for the 2023 – 2025 Performance Period

    PSU Achievement for the 2023 – 2025 Performance Period The cumulative dilutive EPS growth awards issued in 2023 measuring performance from 2023 through 2025 resulted in a 45% payout based on achievement below target as set forth in the below chart.

  68. 2023 – 2025 Cumulative Adjusted Gross Profit PSUs Performance Levels and Achievement

    2023 – 2025 Cumulative Adjusted Gross Profit PSUs Performance Levels and Achievement

  69. 2023 – 2025 Cumulative Adjusted Gross Profit PSUs Performance Levels and Achievement

    | | Threshold | Target | Maximum | | Gross Profit | | | |

  70. 2023 – 2025 Cumulative Adjusted Gross Profit PSUs Performance Levels and Achievement

    The cumulative adjusted Operating Margin awards issued in 2023 measuring performance from 2023 through 2025 resulted in a 0% payout based on achievement below threshold as set forth in the below chart.

  71. RSUs

    RSUs RSUs granted in 2025 vest over a three-year period.

  72. 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. Semler Brossy attends and participates in all meetings of the Talent & Compensation Committee at the Committee’s request to review our executive compensation programs and discuss compensation matters. For 2025, 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 analyses of pay‑for‑performance alignment relative to comparator groups, including those referenced 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; •Assist with the review of the company’s stock ownership guidelines; •Assist with the Talent & Compensation Committee’s review of non-employee director compensation, including benchmarking and market assessments; 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 SEC and the listing standards of Nasdaq. In February 2025, the Talent & Compensation Committee concluded that no conflict of interest existed that would prevent its advisor from independently advising the Talent & Compensation Committee.

  73. Peer Group and Benchmarking

    Peer Group and Benchmarking The Talent & Compensation Committee considers a variety of factors when setting compensation plans and awards, including company performance, the responsibilities and performance of the NEOs, tenure and experience, and survey data provided by independent compensation experts. With the assistance of its independent compensation consultant, the Committee approved the development of a compensation peer group in 2022, which was first used in determining executive compensation for 2023. The peer group serves as one input in evaluating executive pay levels and practices, supplemented by third‑party survey data when peer information is not available. The Committee reviews the peer group annually. In selecting peer companies, the Committee considers organizations that are reasonably comparable in size based on revenue and market capitalization, compete with the company for executive talent, require similar executive skill sets, and operate in the transportation, logistics, distribution industries, or in tangential industries. No changes were made to the peer group in 2024, which was used without modification in determining 2025 compensation. The 2025 Peer Group used to determine compensation is reflected below. In 2025, following its annual review, the Committee determined that Uber Technologies, Inc. did not align with the peer group due to differences in business model and compensation practices, and that Fastenal Company did not align with the quantitative and qualitative criteria used for distribution companies. Following the removal of these companies, the current peer group consists of 18 companies that the Committee believes continues to provide an appropriate and robust basis for executive compensation benchmarking for determining 2026 executive compensation.

  74. Peer Group and Benchmarking

    | 2025 Peer Group | | | CSX Corporation (CSX) Expeditors International of Washington, Inc. (EXPD) Fastenal Company (FAST) FedEx Corporation (FDX) GXO Logistics, Inc. (GXO) Hub Group, Inc. (HUBG) J.B. Hunt Transport Services, Inc. (JBHT) Knight-Swift Transportation Holdings, Inc. (KNX) Landstar System, Inc. (LSTR) Norfolk Southern Corporation (NSC) | Old Dominion Freight Line, Inc. (ODFL) Performance Food Group Company (PFGC) RXO, Inc. (RXO) Ryder System, Inc. (R) Schneider National, Inc. (SNDR) Uber Technologies, Inc. (UBER) United Natural Foods, Inc. (UNFI) United Parcel Service, Inc. (UPS) US Foods Holding Corp. (USFD) W.W. Grainger, Inc. (GWW) |

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

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

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

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

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

    (1)Amounts as of December 31, 2025.

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

    | 2026 Proxy Statement | 69 |

  79. Clawback Policy

    Clawback Policy We revised our incentive compensation recovery policy in 2023 to comply with the final clawback rules adopted by the SEC 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. The policy also expands the group of employees subject to recovery of any excess incentive-based compensation in connection with misstated financial reporting measures to executives at the vice president and above levels. Together, our clawback policies underscore the company’s commitment to accountability, integrity, and protection of shareholder interests.

  80. Equity Grant Timing

    Equity Grant Timing The Talent & Compensation Committee determines the timing of equity awards as part of its overall compensation decision‑making process. Annual equity awards for executive officers are generally approved in connection with the Committee’s review of performance and target compensation levels for the applicable year and are granted at or shortly following a regularly scheduled Committee meeting. Equity awards may also be granted in connection with a new hire, promotion or other employment‑related event, or in other circumstances the Committee determines to be appropriate. The timing of equity awards is intended to align with the company’s compensation program objectives and is not designed to take advantage of short‑term fluctuations in the company’s stock price.

  81. Executive Separation and Change in Control Plan

    Executive Separation and Change in Control Plan The company adopted 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.

  82. 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 2025 include provisions accelerating vesting in certain circumstances. RSUs are vested in full if a change in control occurs and awards are not 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 awards granted in 2025 will be considered earned at the level of 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.

  83. Equity Award Acceleration and Post-Employment Vesting

    | 2026 Proxy Statement | 71 |

  84. Equity Award Acceleration and Post-Employment Vesting

    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.

  85. Summary Compensation Table

    Summary Compensation Table

  86. 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 | 2025 | 1,100,962 | | — | 6,984,383 | | 2,879,618 | | 80,986 | 11,045,949 | | | 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 | 2025 | 716,962 | | — | 1,862,438 | | 1,230,343 | | 22,293 | 3,832,036 | | | 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 | 2025 | 932,050 | | — | 4,191,211 | | 1,919,335 | | 24,870 | 7,067,466 | | | 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 | | Dorothy G. Capers Chief Legal Officer and Corporate Secretary | 2025 | 364,904 | (8) | 600,000(9) | 2,497,207 | | 485,897 | | 15,454 | 3,963,462 | | Michael J. Short President of Global Forwarding | 2025 | 640,144 | | — | 1,862,438 | | 933,743 | | 25,787 | 3,462,112 | | | 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 |

  87. Summary Compensation Table

    (1)Amounts shown in this column represent RSU and PSU awards made in 2023, 2024, and 2025 set forth below and described in the CD&A above. The amounts for 2025 include:

  88. Summary Compensation Table

    | Stock Awards | Mr. Bozeman($) | | Mr. Lee($) | | Mr. Rajan($) | | Ms. Capers($) | | Mr. Short($) | | | Annual RSUs | | 2,794,140 | | 744,975 | | 1,676,678 | | 603,274 | | 744,975 | | Annual PSUs with respect to 2025 grants(a) | | 4,190,243 | | 1,117,463 | | 2,514,533 | | 904,911 | | 1,117,463 | | Make-Whole RSU | | — | | — | | — | | 989,022 | | — | | Total | | 6,984,383 | | 1,862,438 | | 4,191,211 | | 2,497,207 | | 1,862,438 |

  89. Summary Compensation Table

    (a)Assumptions used in the calculation of the amounts reported in this row 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, 2025. The values of annual PSU awards are reported assuming they are earned at target; however, their values at maximum level are as follows: Mr. Bozeman: $8,380,486, Mr. Lee: $2,234,926, Mr. Rajan: $5,029,066, Ms. Capers: $1,809,822, and Mr. Short: $2,234,926. (2)Amounts shown in this column represent amounts actually earned under our annual incentive program during each respective year and paid early in the following year. (3)All Other Compensation for our NEOs in 2025 is summarized in the All Other Compensation table, below.

  90. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025

  91. Grants of Plan-Based Awards in 2025

    | 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 | 2/05/2025 | | — | — | — | 10,828 | 43,310 | 86,620(3) | — | 4,190,243 | | | 2/05/2025 | | — | — | — | — | — | — | 28,880(4) | 2,794,140 | | | | | — | 1,687,500(2) | 3,375,000(2) | — | — | — | — | — | | Damon J. Lee | 2/05/2025 | | — | — | — | 2,888 | 11,550 | 23,100(3) | — | 1,117,463 | | | 2/05/2025 | | — | — | — | — | — | — | 7,700(4) | 744,975 | | | | | — | 721,000(2) | 1,442,000(2) | — | — | — | — | — | | Arun D. Rajan | 2/05/2025 | | — | — | — | 6,498 | 25,990 | 51,980(3) | — | 2,514,533 | | | 2/05/2025 | | — | — | — | — | — | — | 17,330(4) | 1,676,678 | | | | | — | 1,124,760(2) | 2,249,520(2) | — | — | — | — | — | | Dorothy G. Capers | 5/05/2025 | | — | — | — | 2,528 | 10,113 | 20,226(3) | — | 904,911 | | | 5/05/2025 | | — | — | — | — | — | — | 6,742(4) | 603,274 | | | 5/05/2025 | | — | — | — | — | — | — | 11,053(5) | 989,022 | | | | | — | 431,250(2) | 862,500(2) | — | — | — | — | — | | Michael J. Short | 2/05/2025 | | — | — | — | 2,888 | 11,550 | 23,100(3) | — | 1,117,463 | | | 2/05/2025 | | — | — | — | — | — | — | 7,700(4) | 744,975 | | | | | — | 547,188(2) | 1,094,375(2) | — | — | — | — | — |

  92. Grants of Plan-Based Awards in 2025

    (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 2025 Named Executive Officer Compensation, beginning on page 61, the amount earned by each NEO was based on the enterprise blended volume growth and adjusted operating income margin percentage for 2025 and was paid to the NEO in early 2026. (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 2025, 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 2025. The standard settlement of all vested RSUs occurs within 60 days after the vesting date. (5)Represents the number of RSUs granted to Ms. Capers upon her appointment as our Chief Legal Officer and Corporate Secretary. These RSUs replace equity forfeited by Ms. Capers from her former employer. The RSUs vest as to 33% of the shares on each of the 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 May 5, 2025 and rounding down to the nearest whole number.

  93. Grants of Plan-Based Awards in 2025

    | 2026 Proxy Statement | 75 |

  94. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025

  95. Outstanding Equity Awards at Fiscal Year-End 2025

    | | Stock Awards | | | | | | Name of Executive Officer | 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 | 25,641(2) | 4,122,047 | | | | | | 23,148(3) | 3,721,272 | | | | | | | | 45,700(4) | | 7,346,732 | | | | | 10,157(5) | | 1,632,839 | | | | | 43,310(6) | | 6,962,516 | | | | | 19,254(7) | | 3,095,273 | | Damon J. Lee | 19,325(8) | 3,106,687 | | | | | | | | 12,459(4) | | 2,002,909 | | | | | 2,769(5) | | 445,144 | | | | | 11,550(6) | | 1,856,778 | | | | | 5,134(7) | | 825,342 | | Arun D. Rajan | 19,114(9) | 3,072,767 | | | | | | | | 23,440(4) | | 3,768,214 | | | | | 7,814(5) | | 1,256,179 | | | | | 25,990(6) | | 4,178,152 | | | | | 11,554(7) | | 1,857,421 | | Dorothy G. Capers | 11,053(10) | 1,776,880 | | | | | | | | 10,113(6) | | 1,625,766 | | | | | 4,495(7) | | 722,616 | | Michael J.Short | 10,155(11) | 1,632,518 | | | | | | | | 11,720(4) | | 1,884,107 | | | | | 3,907(5) | | 628,089 | | | | | 11,550(6) | | 1,856,778 | | | | | 5,134(7) | | 825,342 |

  96. Outstanding Equity Awards at Fiscal Year-End 2025

    | 76 | |

  97. Outstanding Equity Awards at Fiscal Year-End 2025

    (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, which vests based on achievement of 10% compound annual growth in adjusted diluted EPS over a three-year period. (4)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. (5)The 2024 RSUs vest ratably over three calendar years beginning in 2024. (6)The 2025 PSUs are available to vest over three calendar years beginning in 2025, based on the company’s cumulative three-year diluted EPS growth. Any shares unvested after the performance period are forfeited. (7)The 2025 RSUs vest ratably over three calendar years beginning in 2025. (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 retention RSU award on January 1, 2023. This award vested with 50% of the shares on July 1, 2024, and the remaining 50% vested on January 1, 2026, and was contingent on Mr. Rajan’s continued service. (10)Upon the commencement of her employment in May 2025, the company awarded Ms. Capers a make-whole RSU award valued at $1.0 million to replace equity forfeited from her previous employer. The make-whole award vests as to 33% of the shares on each of the 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. (11)Mr. Short was awarded a special retention RSU award on February 8, 2023. This award vested over a three-year period at 18-month increments beginning on August 8, 2024, when 50% of the award vested and ended on February 8, 2026, when the remaining 50% of the award vested.

  98. Outstanding Equity Awards at Fiscal Year-End 2025

    | 2026 Proxy Statement | 77 |

  99. Option Exercises and Stock Vested During 2025

    Option Exercises and Stock Vested During 2025

  100. Option Exercises and Stock Vested During 2025

    | | 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 | 94,239 | | 11,128,659 | | Damon J. Lee | 0 | | 0 | 14,852 | | 1,784,636 | | Arun D. Rajan | 0 | | 0 | 27,260 | | 4,398,624(1) | | Dorothy G. Capers | 0 | | 0 | 2,247 | | 363,924 | | Michael J. Short | 6,364 | | 283,208 | 13,315 | | 2,148,287(2) |

  101. Option Exercises and Stock Vested During 2025

    (1)13,671 shares deferred until the earlier of one year following the end of the three-year vesting period or two years after termination of employment. 13,589 shares were not deferred. (2)6,842 is deferred until the earlier of one year following the end of the three-year vesting period or two years after termination of employment. 6,473 shares were not deferred.

  102. Nonqualified Deferred Compensation(1)

    Nonqualified Deferred Compensation(1)

  103. Nonqualified Deferred Compensation(1)

    | Name of Executive Officer | Executive Contributions in 2025 ($) | | Registrant Contributions in 2025 ($)(2) | | Aggregate Earnings (Loss) in 2025 ($) | | Aggregate Withdrawals/ Distributions ($) | | Aggregate Balance at December 31, 2025 ($)(2) | | | David P. Bozeman | | — | | — | | — | | — | | — | | Damon J. Lee | | — | | — | | — | | — | | — | | Arun D. Rajan | | — | | 2,197,750 | | 1,803,373 | | (1,935,677) | | 7,453,477 | | Dorothy G. Capers | | — | | — | | — | | — | | — | | Michael J. Short | | — | | 1,099,920 | | 1,744,301 | | (1,529,360) | | 6,146,659 |

  104. 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, 2025.

  105. Nonqualified Deferred Compensation(1)

    | 78 | |

  106. 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 71 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; a termination of employment without cause or good reason; or in the case of a 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, 2025, 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.

  107. 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 ($)(3) | | Termination due to Retirement ($)(4) | | David P. Bozeman | Vesting of restricted units | | 23,159,407 | | 26,880,680 | | 4,122,047 | — | | | Cash severance | | — | | 2,812,500 | | 2,250,000 | — | | | Annual target bonus | | — | | 4,218,750 | | — | — | | Damon J. Lee | Vesting of restricted units | | 8,236,860 | | 8,236,860 | | 3,106,687 | — | | | Cash severance | | — | | 1,442,000 | | 1,081,500 | — | | | Annual target bonus | | — | | 1,442,000 | | — | — | | Arun D. Rajan | Vesting of restricted units | | 14,132,733 | | 14,132,733 | | 3,072,767 | — | | | Cash severance | | — | | 1,874,600 | | 1,405,950 | — | | | Annual target bonus | | — | | 2,249,520 | | — | — | | Dorothy G. Capers | Vesting of restricted units | | 4,125,262 | | 4,125,262 | | 1,776,880 | — | | | Cash severance | | — | | 1,150,000 | | 862,500 | — | | | Annual target bonus | | — | | 862,500 | | — | — | | Michael J. Short (4) | Vesting of restricted units | | 6,826,834 | | 6,826,834 | | 1,632,518 | 5,194,316 | | | Cash severance | | — | | 1,287,500 | | 965,625 | — | | | Annual target bonus | | — | | 1,094,375 | | — | — |

  108. 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 reimbursement of COBRA premiums, additional details of which can be found in “Executive Separation and Change in Control Plan” on page 71. (3)In the event of severance/termination, the NEO is also eligible for reimbursement of COBRA premiums, additional details of which can be found in “Executive Separation and Change in Control Plan” on page 71. (4)Mr. Short has met the eligibility for continued equity vesting upon retirement. If Mr. Short retires, PSUs and RSUs which are unvested at the time of retirement will continue to vest for an additional two years.

  109. Potential Payments Upon Termination or Change in Control

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  110. 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 median employee and the annual compensation of David P. Bozeman, our President and CEO. For 2025, our last completed fiscal year: àthe annual total compensation of our median employee was $62,176; and àthe annual total compensation of our CEO, as reported in the Summary Compensation Table, on page 73 of this Proxy Statement was $11,045,949. Based on this information, for 2025, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual compensation of our median employee was 178:1. 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 2025 pay ratio disclosure and, therefore, intended to use the same median employee we identified for 2024. However, because that employee is no longer employed by the company, we identified a substitute median employee for 2025 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.

  111. CEO Pay Ratio

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  112. 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 SEC regulations, for the years ended December 31, 2025, 2024, 2023, 2022, and 2021:

  113. Pay Versus Performance

    | Year | 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) | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | | | | 2025 | 11,045,949 | 25,032,037 | N/A | N/A | 4,581,269 | 8,130,009 | 192.75 | 138.77 | 587,081 | 29.1% | | 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(7) | 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(8) | 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% |

  114. Pay Versus Performance

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

  115. Pay Versus Performance

    | Year | CEO | Non-CEO NEOs | | 2025 | David P. Bozeman | Damon J. Lee, Arun D. Rajan, Dorothy G. Capers, Michael J. Short | | 2024 | David P. Bozeman | Damon J. Lee, 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 |

  116. 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:

  117. Pay Versus Performance

    | | 2025 ($) | | Compensation Reported in Summary Compensation Table for Current CEO | 11,045,949 | | Less: Value of stock and option awards reported in Summary Compensation Table | (6,984,383) | | Plus: Year-end fair value of awards granted during the fiscal year that are unvested and outstanding | 10,006,486 | | Plus: Year-end fair value of awards granted during the fiscal year that vested in the fiscal year | 1,539,582 | | Plus/Less: 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 | 4,834,787 | | Plus/Less: 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 | 5,979,472 | | 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 | (1,389,856) | | Total Adjustments | 13,986,088 | | Compensation Actually Paid to Current CEO | $25,032,037 |

  118. Pay Versus Performance

    (3)Refer above for the list of the Non-CEO NEOs included in the figures for 2021 through 2025. Average Compensation Actually Paid to Non-CEO NEOs reflects the following adjustments from Average Total Compensation reported in the Summary Compensation Table:

  119. Pay Versus Performance

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  120. Pay Versus Performance

    | | 2025 ($) | | Average Compensation Reported in Summary Compensation Table | 4,581,269 | | Less: Value of stock and option awards reported in Summary Compensation Table | (2,603,324) | | Plus: Year-end value of awards granted during the fiscal year that are unvested and outstanding | 3,861,471 | | Plus: Year-end value of awards granted during the fiscal year that vested in the fiscal year | 526,003 | | Plus/Less: 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 | 601,787 | | Plus/Less: 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 | 1,581,561 | | Less: Prior year fair value of awards that were granted during a prior fiscal year that failed to vest in the fiscal year | (418,758) | | Total Adjustments | 3,548,740 | | Average Compensation Actually Paid | $8,130,009 |

  121. 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, 2020 (the last trading day of 2020) 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (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 2025 to our company’s performance, is adjusted operating margin. (7)For 2023, our Former CEO was Scott Anderson. (8)For 2021 and 2022, our Former CEO was Robert C. Biesterfeld Jr.

  122. 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, 2020, including reinvestment of any dividends. (2)Current CEO represents David P. Bozeman, Former CEO includes Scott Anderson and Robert C. Biesterfeld Jr.

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

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  124. Compensation Actually Paid versus Total Net Income

    Compensation Actually Paid versus Total Net Income

  125. Compensation Actually Paid versus Adjusted Operating Margin %

    Compensation Actually Paid versus Adjusted Operating Margin %

  126. Compensation Actually Paid versus Adjusted Operating Margin %

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  127. Compensation Actually Paid versus Adjusted Operating Margin %

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