C. H. ROBINSON WORLDWIDE, INC., DEF 14A filed on 3/25/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name C.H. Robinson Worldwide, Inc.
Entity Central Index Key 0001043277
v3.25.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Summary
Compensation
Table Total
for Current CEO
($)(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)
20248,777,208 14,851,421 N/AN/A3,766,773 4,510,333 149.17 133.76 465,690 24.2 %
202327,966,653 26,532,662 2,796,530 2,684,241 5,528,381 4,028,868 121.38 130.87 325,129 19.8 %
2022N/AN/A10,529,870 9,724,702 3,425,442 3,231,790 125.27 97.55 940,524 35.3 %
2021N/AN/A10,233,276 13,016,105 3,328,925 4,066,077 144.14 120.41 844,245 34.3 %
2020N/AN/A5,432,670 7,581,756 1,891,881 2,370,415 123.02 106.29 506,421 27.9 %
        
Company Selected Measure Name adjusted operating margin        
Named Executive Officers, Footnote Amounts reported in the compensation columns above reflect the following individuals:
Year
CEO
Non-CEO NEOs
2024David P. Bozeman
Arun D. Rajan, Michael D. Castagnetto, Michael J. Short, Michael P. Zechmeister
2023David P. Bozeman, Scott Anderson
Michael P. Zechmeister, Arun D. Rajan, Angela K. Freeman, Michael J. Short
2022Robert C. Biesterfeld Jr.
Michael P. Zechmeister, Arun D. Rajan, Mac S. Pinkerton, Michael J. Short
2021Robert C. Biesterfeld Jr.
Michael P. Zechmeister, Mac S. Pinkerton, Arun D. Rajan, Michael J. Short
2020Robert C. Biesterfeld Jr.
Michael P. Zechmeister, Christopher J. O’Brien, Mac S. Pinkerton, Michael J. Short
        
Adjustment To PEO Compensation, Footnote 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:
2024 ($)
Compensation Reported in Summary Compensation Table for current CEO8,777,208 
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 outstanding6,785,579 
Plus: Year-end fair value of awards granted during the fiscal year that vested in the fiscal year1,043,935 
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 year1,550,891 
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 year2,304,490 
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 Adjustments6,074,213 
Compensation Actually Paid to current CEO$14,851,421 
        
Non-PEO NEO Average Total Compensation Amount $ 3,766,773 $ 5,528,381 $ 3,425,442 $ 3,328,925 $ 1,891,881
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,510,333 4,028,868 3,231,790 4,066,077 2,370,415
Adjustment to Non-PEO NEO Compensation Footnote 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:
2024
($)
Average Compensation Reported in Summary Compensation Table3,766,773 
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 outstanding2,468,888 
Plus: Year-end value of awards granted during the fiscal year that vested in the fiscal year418,298 
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 year287,765 
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 year340,650 
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 Adjustments743,560 
Average Compensation Actually Paid$4,510,333 
        
Compensation Actually Paid vs. Total Shareholder Return
4275
(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. 		       
Compensation Actually Paid vs. Net Income
Compensation Actually Paid versus Total Net Income
4469
        
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid versus Adjusted Operating Margin %
4533
        
Total Shareholder Return Vs Peer Group 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.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.        
Tabular List, Table
The following table lists the most important financial performance measures we used to link Compensation Actually Paid to the NEOs for fiscal 2024 to our performance:
Financial Performance Measures
Adjusted Operating Margin(1)
Diluted Earnings Per Share
Adjusted Gross Profit(1)
(1)Additional information about adjusted gross profit and adjusted operating margin, including a reconciliation to gross profit and operating margin, is available in our Annual Report on Form 10-K for the year ended December 31, 2024.
        
Total Shareholder Return Amount $ 149.17 121.38 125.27 144.14 123.02
Peer Group Total Shareholder Return Amount 133.76 130.87 97.55 120.41 106.29
Net Income (Loss) $ 465,690 $ 325,129 $ 940,524 $ 844,245 $ 506,421
Company Selected Measure Amount 0.242 0.198 0.353 0.343 0.279
PEO Name     Robert C. Biesterfeld Jr. Robert C. Biesterfeld Jr. Robert C. Biesterfeld Jr.
Additional 402(v) Disclosure  
(1)Additional information about adjusted gross profit and adjusted operating margin, including a reconciliation to gross profit and operating margin, is available in our Annual Report on Form 10-K for the year ended December 31, 2024.
      
Measure:: 1          
Pay vs Performance Disclosure          
Non-GAAP Measure Description 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.        
David P. Bozeman [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 8,777,208 $ 27,966,653      
PEO Actually Paid Compensation Amount $ 14,851,421 $ 26,532,662      
PEO Name David P. Bozeman David P. Bozeman, Scott Anderson      
Scott P. Anderson [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount   $ 2,796,530      
PEO Actually Paid Compensation Amount   $ 2,684,241      
PEO Name   David P. Bozeman, Scott Anderson      
Robert C. Biesterfeld Jr. [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount     $ 10,529,870 $ 10,233,276 $ 5,432,670
PEO Actually Paid Compensation Amount     $ 9,724,702 $ 13,016,105 $ 7,581,756
PEO | David P. Bozeman [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 6,074,213        
PEO | David P. Bozeman [Member] | Value Of Awards, Adjustment [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (5,610,682)        
PEO | David P. Bozeman [Member] | Stock Awards Unvested, Adjustment [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 6,785,579        
PEO | David P. Bozeman [Member] | Stock Awards Vested, Adjustment [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,043,935        
PEO | David P. Bozeman [Member] | Equity Awards Reported Value [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,550,891        
PEO | David P. Bozeman [Member] | Equity Awards Granted in Prior Years, Vested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,304,490        
PEO | David P. Bozeman [Member] | Equity Awards Granted in Prior Years, Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0        
Non-PEO NEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   $ 743,560      
Non-PEO NEO | Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted Operating Margin(1)        
Non-PEO NEO | Measure:: 3          
Pay vs Performance Disclosure          
Name Diluted Earnings Per Share        
Non-PEO NEO | Measure:: 4          
Pay vs Performance Disclosure          
Name Adjusted Gross Profit(1)        
Non-PEO NEO | Value Of Awards, Adjustment [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (2,194,901)      
Non-PEO NEO | Stock Awards Unvested, Adjustment [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   2,468,888      
Non-PEO NEO | Stock Awards Vested, Adjustment [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   418,298      
Non-PEO NEO | Equity Awards Reported Value [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   287,765      
Non-PEO NEO | Equity Awards Granted in Prior Years, Vested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   340,650      
Non-PEO NEO | Equity Awards Granted in Prior Years, Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   $ (577,140)      
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true