Arun Rajan
C. H. ROBINSON WORLDWIDEAbout Arun Rajan
Arun Rajan is Chief Strategy and Innovation Officer (CSIO) at C.H. Robinson, appointed June 20, 2024 after serving as Chief Operating Officer from October 2022 to June 2024; he joined the company in September 2021 as Chief Product Officer . He previously held senior technology and operating roles at Whole Foods Market (part of Amazon), Zappos (COO/CTO), One Kings Lane, Intent Media (co‑founder/CTO), Travelocity Europe/LastMinute.com, and ITRadar (co‑founder/CTO) . He holds a BS in Computer Science (Pittsburg State University) and an MS in Information Systems Management (University of Arizona) . Under the leadership team’s operating model and AI initiatives that Rajan helps drive, 2024 results improved: adjusted gross profit +6.2% YoY, income from operations +30.0% YoY, and diluted EPS +41.9% YoY; five‑year TSR value of a fixed $100 reached $149.17 vs $133.76 for the peer index at 2024 year‑end .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| C.H. Robinson | Chief Strategy & Innovation Officer | 2024–present | Leads enterprise strategy and innovation; focuses on long‑term profitable growth, portfolio/M&A evaluation, and scaling AI/automation across quote‑to‑cash; COO role not backfilled to concentrate innovation under CSIO . |
| C.H. Robinson | Chief Operating Officer | 2022–2024 | Led Product, Technology, Data Science, Analytics, and Marketing; aligned business teams with digital investments to drive productivity improvements . |
| C.H. Robinson | Chief Product Officer | 2021–2022 | Drove product strategy and platform roadmap after joining in Sept 2021 . |
| Whole Foods Market (Amazon) | Chief Technology Officer | 2019–2021 | Modernized digital/tech stack for a large omnichannel grocer within Amazon . |
| Zappos (Amazon) | COO; Acting COO; CTO | 2009–2019 | Scaled e‑commerce operations and technology through and after Amazon acquisition . |
| One Kings Lane | Chief Technology Officer | — | Led technology for home goods e‑commerce . |
| Intent Media | Co‑founder & CTO | — | Built ad‑tech/commerce intelligence platform . |
| Travelocity Europe / LastMinute.com | Chief Technology Officer | — | Led EU travel tech platforms . |
| ITRadar.com | Co‑founder & CTO | — | Early tech entrepreneurship in Minneapolis . |
External Roles
- No public company directorships or committee roles disclosed for Rajan .
Fixed Compensation
- Base salary and target bonus (2024):
- Base salary: $910,000 .
- Target bonus: 120% of base salary ($1,092,000 target opportunity) .
Multi‑year Summary Compensation (NEO disclosure):
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive Plan ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 910,000 | 3,539,324 | 1,141,725 | 27,094 | 5,618,143 |
| 2023 | 908,654 | 7,229,857 | 335,653 | 23,772 | 8,497,936 |
| 2022 | 832,308 | 2,265,705 | 1,334,684 | 49,308 | 4,482,005 |
Perquisites and other:
- 2024 “All Other Compensation” includes 401(k) match $20,700 and other $6,394 (life insurance, reimbursement, etc.) .
Performance Compensation
Annual cash incentive design (2024) and outcome:
- Metrics and weights: Enterprise Volume Growth (35%), Enterprise Adjusted Operating Margin (35%), Management Business Objectives (30%) .
- Performance highlights: Adjusted operating margin (defined as operating income/AGP) finished above target at 27.5% in 2024; NAST LTL volume +2.4%, GF ocean +5.3%, GF air +5.8%; NAST truckload (2.3%) below threshold; EPS PSU cycle (2022–2024) below threshold .
- Committee adjustment: Volume payout adjusted to reflect relative market outgrowth vs Cass Index; enterprise financial payout set to 101% for NEOs other than CEO .
- Rajan’s MBO achievement: 112% .
- 2024 incentive payout: 105% of target; payout amount $1,141,725 .
Detailed metric table (2024):
| Component | Weight | Target construct | Actual/result | Payout effect |
|---|---|---|---|---|
| Enterprise Volume Growth (blended TL/LTL/Ocean/Air) | 35% | Budgeted absolute volume growth by mode | TL (2.3%); LTL +2.4%; Ocean +5.3%; Air +5.8% | After outgrowth adjustment → contributes to 101% financial payout (NEOs excl. CEO) . |
| Enterprise Adjusted Operating Margin (ex‑restructuring/divestiture) | 35% | Operating income/AGP; threshold to max 25–200% | Above target; 152% of target pre‑adjustment | Major positive driver . |
| MBOs (expense reduction, enterprise leadership, talent/DEI) | 30% | 50–150% band | Rajan 112% | Adds to total 105% . |
Long‑term incentives and vesting:
- 2024 PSUs: 100% based on 3‑year cumulative diluted EPS; 0–200% payout; immediate settlement upon vest .
- 2024 RSUs: 3‑year ratable vesting; immediate settlement upon vest .
- 2022 EPS PSUs (2022–2024 cycle): below threshold → 0% payout .
- 2022 AGP PSUs (one‑third annual): 2024 tranche paid at 116% .
2024 equity grants (grant‑date 2/5/2024):
| Award type | Shares (target) | Grant‑date fair value ($) | Vest/payment terms |
|---|---|---|---|
| PSUs (EPS, 2024–2026) | 23,440 target (5,860 thr; 46,880 max) | 1,726,590 | Cliff based on 3‑yr cumulative EPS; settle within ~60 days after vest . |
| RSUs | 23,440 | 1,726,590 | 3‑yr ratable; settle within ~60 days after vest . |
| 2022 AGP PSUs (tranche set in 2024) | 1,306 (one‑third of 2022 award) | 86,144 | Annual AGP performance component; see AGP tranches . |
Equity Ownership & Alignment
- Beneficial ownership: 132,977 shares; 0.11% of outstanding .
- Performance shares granted (at target) outstanding in table: 72,909 .
- Outstanding/unvested (12/31/2024) snapshot:
- Special time‑based retention RSU (granted 1/1/2023): 19,114 unvested; vests 50% on 7/1/2024 (occurred) and remaining 50% on 1/1/2026, subject to continued service .
- 2023 awards: PSUs 6,450 (cumulative EPS/AGP/Avg Adj Op Margin mix); RSUs 6,446 (3‑yr ratable; deferred settlement schedule per award) .
- 2024 awards: PSUs 23,440 target; RSUs 15,627 shown unvested at year‑end (reflects year‑end snapshot; 2024 grant total RSUs was 23,440) .
- Ownership guidelines: NEOs required to hold stock ≥3x base salary within five years; all NEOs are in compliance .
- Hedging/pledging: Prohibited for officers and directors under insider trading policy .
- Deferred equity/compensation: Nonqualified deferred comp balance $5,388,031; 2024 registrant contributions $1,362,373; 2024 aggregate earnings $659,644 (deferred vested PSUs/RSUs/perform. shares) .
Insider selling pressure and trading plans:
- Rule 10b5‑1 plan adopted May 8, 2025 by Rajan to potentially sell up to 15,000 shares (including upon option exercises) between Aug 15, 2025 and Dec 31, 2026, subject to minimum price thresholds; entered during an open window and per policy .
Employment Terms
- Executive Separation and Change in Control Plan (amended/restated July 30, 2024):
- Without cause/good reason (no CIC): 18 months base pay and 18 months COBRA premiums (for executive officers) .
- With CIC (within 24 months): 24 months base pay, 24 months COBRA, and 2x annual target bonus paid lump sum; full vesting of equity awards .
- Equity treatment in CIC: RSUs fully vest if not assumed; if assumed and terminated without cause within 12 months post‑CIC, RSUs fully vest; PSUs earned at greater of actual‑to‑date or target and convert to time‑based for remaining period .
- Clawbacks: Dodd‑Frank compliant policy (restatements) and supplemental 2025 policy allowing recovery for misconduct (broader triggers; applies to VP+; includes time‑based equity) .
- Restrictive covenants: Executives subject to confidentiality and non‑solicitation; plan clarifies non‑compete requirements for severance eligibility .
Compensation Structure Analysis
- Mix and shifts:
- For NEOs, long‑term equity targeted at ~64% of total; for CEO/CFO 60% PSUs/40% RSUs; other NEOs 50%/50% (moving to 60% PSUs for all executives in 2025) .
- 2024 simplification: PSUs moved to single metric (3‑yr cumulative EPS) to emphasize profitable growth and align to long‑term strategy .
- Annual bonus calibration:
- 2024 absolute volume targets proved aggressive given freight recession; committee adjusted payout to reflect relative outgrowth vs Cass Index and is shifting to relative volume outgrowth in 2025 with a financially funded pool (removing MBOs) .
- Governance enhancements:
- Removed post‑vest holding period; ended continued vesting after voluntary resignations/involuntary terminations not for cause; adopted retirement‑vesting policy; added supplemental clawback in 2025 .
Say‑on‑Pay, Peer Group, and Shareholder Feedback
- Say‑on‑pay approval: 86% support at 2024 annual meeting; feedback informed 2024/2025 program changes (EPS PSUs, holding period removal, retirement provisions, relative volume metric) .
- Compensation peer group expanded in 2024 to add GXO, Schneider, RXO; target pay around 50th percentile; Semler Brossy serves as independent consultant .
Investment Implications
- Alignment and incentives: Rajan’s pay is heavily equity‑based with increased PSU weighting and EPS‑driven long‑term metrics, aligning him with multi‑year earnings growth and operating discipline; 2024 award sizes and structure reinforce that linkage .
- Retention risk: Robust severance/CIC protections and significant unvested equity (special 2023 retention RSU and 2024 PSUs/RSUs) support retention; ownership guideline compliance and hedging/pledging ban reduce misalignment risk .
- Execution signals: 2024 annual bonus paid at 105% with strong operating margin outperformance and relative volume outgrowth; however, EPS PSUs for 2022–2024 paid 0%, indicating long‑term hurdles remain demanding—supportive for pay‑for‑performance integrity .
- Trading dynamics: The 10b5‑1 plan to sell up to 15,000 shares through 2026 introduces measured potential selling pressure but within a prearranged framework and modest versus holdings/unvested equity .
Key watch‑items: continued EPS expansion to unlock PSU value; progression of AI/automation initiatives Rajan sponsors (e.g., LTL classification agent) to sustain productivity and margin leverage; and adherence to relative outgrowth metrics driving annual incentives **[1043277_aff27907997c419b8c0f5612948e7ff6_0]** **[1043277_2043759_5]** **[1043277_2043759_6]** **[1043277_0001043277-25-000014_chrw-20250324.htm:53]**.