David Bozeman
C. H. ROBINSON WORLDWIDEAbout David Bozeman
David P. Bozeman (age 56) is President & CEO of C.H. Robinson (since June 26, 2023) and a director since 2023; he holds an M.S. in Engineering/Industrial Management from Milwaukee School of Engineering and a B.S. in Manufacturing Engineering Tech/Mechanical Design from Bradley University . In his first full year as CEO (2024), CHRW delivered improved financials despite a prolonged freight recession: total revenues +0.7% to $17.7B, adjusted gross profit (AGP) +6.2% to ~$2.8B, income from operations +30% to ~$0.7B, and diluted EPS +41.9% to $3.86 . The board cites his “reinventing complex operating models” track record across supply chain and transportation leadership roles .
Past Roles
| Organization | Role | Years | Strategic Impact/Notes |
|---|---|---|---|
| C.H. Robinson | Chief Executive Officer | 2023–Present | Leads transformation; first full year (2024) saw operating margin and EPS improvement in a soft freight market . |
| Ford Motor Company | VP, Ford Customer Services Division and Enthusiast Brands | 2022–2023 | Senior P&L leadership in auto services portfolio . |
| Amazon.com | SVP, Amazon Transportation Services | 2017–2022 | Led middle‑mile/transportation at scale . |
| Caterpillar | SVP, Enterprise Systems; earlier roles | 2008–2017 | Enterprise operating model, manufacturing/operations leadership . |
| Harley‑Davidson | Roles incl. VP, Advanced Manufacturing | 1992–2008 | Manufacturing/engineering leadership . |
External Roles
| Organization | Role | Years | Committees/Notes |
|---|---|---|---|
| 3M (NYSE: MMM) | Director | Feb 2025–Present | Science, Technology & Sustainability Committee . |
| Weyerhaeuser (NYSE: WY) | Director (former) | 2015–2017 | Board service . |
| The Brookings Institution | Trustee | — | Governance Committee member . |
| The Conservation Fund | Director | — | Finance Committee member . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Target Bonus ($) | Actual Annual Incentive ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 1,000,000 | 150% | 1,500,000 | 1,625,731 | 5,610,682 | 540,795 | 8,777,208 |
| 2023 (partial year) | 500,000 (partial) | — | — | — | 21,512,222 | 940,690 | 27,966,653 |
Notes:
- 2023 included a $5,000,000 sign‑on cash bonus, repayable if employment ends before second anniversary (except involuntary without cause or good reason) .
- 2024 perquisites included relocation ($418,969), limited aircraft personal use ($15,640), and related tax reimbursements ($76,324) .
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target/Design | Actual/Payout | Notes |
|---|---|---|---|---|
| Enterprise Adjusted Operating Margin % | 35% | Budgeted adjusted operating margin (AGP basis; excludes restructuring and EMEA Surface Transportation divestiture loss) | 149.1% of target achievement | Non‑GAAP construct and exclusions defined in proxy . |
| Enterprise Volume (blended across TL/LTL/Ocean/Air) | 35% | Budgeted blended volume growth | CEO factor 32.0% (no adjustment applied to CEO) | Committee adjusted NAST volume payout for other NEOs to reflect relative market outgrowth vs CASS; CEO remained unadjusted for accountability . |
| Management Business Objectives (MBOs) | 30% | Cost reductions, enterprise leadership, talent/DEI objectives | 150% achievement |
Result: 108% of target; payout $1,625,731 .
Long‑Term Equity
- Mix: 60% PSUs, 40% RSUs for CEO; PSUs based on 3‑year cumulative adjusted diluted EPS; RSUs vest ratably over 3 years .
- PSU payout range: 0–200% of target .
- Program changes: post‑vest holding period removed beginning with 2024 grants; retirement vesting policy added; no continued vesting after voluntary resignations/involuntary not for cause; supplemental clawback adopted in 2025 .
2024 Grants to CEO (Bozeman)
| Grant Type | Grant Date | Target Shares | Fair Value ($) | Vesting |
|---|---|---|---|---|
| PSUs (3‑yr EPS) | 2/5/2024 | 45,700 | 3,366,262 | Cliff based on 3‑year cumulative EPS; 0–200% payout; settles upon vest . |
| RSUs (time‑based) | 2/5/2024 | 30,470 | 2,244,420 | Ratable over 3 years; settles upon vest . |
Legacy/One‑time awards from 2023 (on appointment):
- Make‑whole RSU valued at $12M; vests 25% at 6‑months and 1‑year from grant, 30% at year 2, 20% at year 3; accelerated vest on certain terminations .
- One‑time PSU valued at $6.5M tied to 10% EPS CAGR over 3 years .
- 2023 annual LTI (prorated) $6.5M; 60% PSUs/40% RSUs with 2023 plan metrics (EPS, AGP, adjusted operating margin) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 179,693 shares (0.15% of outstanding) as of Mar 12, 2025 . |
| Performance units granted (indicative) | 156,879 performance shares granted (cumulative reference count) . |
| Outstanding 12/31/2024 – Select CEO awards | Make‑whole RSU 64,101 units (MV ~$6.62M); One‑time PSU 46,295 (MV ~$4.78M); 2024 RSUs 20,314 (MV ~$2.10M); 2024 PSUs 45,700 (MV ~$4.72M); plus smaller 2023 tranches . |
| Options | None outstanding for CEO (no option holdings shown) . |
| Stock ownership guidelines | CEO must hold 6x base salary; all NEOs in compliance . |
| Hedging/pledging | Prohibited for officers/directors; pre‑clearance and trading windows required . |
| Deferred comp | No nonqualified deferral balances for CEO in 2024 . |
Vesting and potential supply overhang
- 2024 RSUs vest ratably over 2024–2026 (grant date 2/5/2024), increasing potential sellable supply post‑vesting (subject to policy windows) .
- 2023 make‑whole RSUs vest on 6‑month, 1‑year, 2‑year, and 3‑year anniversaries of June 2023 appointment, with the largest 30% tranche at year 2; post‑vest settlement now immediate (holding period removed for 2024+ grants) .
Employment Terms
| Term | Detail |
|---|---|
| Start date / tenure | CEO effective June 26, 2023; Director since 2023 . |
| Sign‑on cash | $5,000,000 sign‑on cash; repayable if departure before 2 years except involuntary without cause or good reason . |
| Sign‑on equity | $12M make‑whole RSU and $6.5M performance PSU (EPS CAGR) at appointment; vesting schedules/conditions as above . |
| Perquisites | Limited aircraft personal use up to $100,000 and annual executive physical; 2024 actual relocation support and related tax reimbursements disclosed . |
| Severance (no CIC) | CEO: 24 months base pay + 24 months COBRA; equity subject to plan terms . |
| Severance (with CIC) | CEO: 30 months base pay + 30 months COBRA + 2.5x annual target bonus (lump sum); full vesting of equity; double‑trigger equity design for recent awards . |
| Potential payments (12/31/2024) | Death/Disability: equity vesting $16,167,925; CIC termination: equity vesting $20,951,124 + severance $2,500,000 + target bonus $3,750,000; Non‑CIC termination: equity $9,347,359 + severance $2,000,000 . |
| Restrictive covenants | Executive Separation Plan amended July 30, 2024 to clarify non‑compete; NEO agreements include confidentiality and non‑solicit; awards subject to forfeiture for covenant breaches . |
| Clawbacks | SEC/Nasdaq‑compliant restatement clawback; 2025 supplemental clawback covers misconduct and reputational harm (applies to equity and time‑based awards for VP+ population) . |
| Tax gross‑ups | No 280G excise tax gross‑ups; relocation tax reimbursements provided (e.g., 2024) . |
Board Governance (including Bozeman’s director service)
- Role: Director since 2023; no board committees (CEO is non‑independent solely due to management role) .
- Structure: Independent Chair (separate from CEO); independent committees; executive sessions at each regularly scheduled board meeting .
- Attendance: Board held 5 meetings in 2024; all directors attended ≥75% of board/committee meetings; 11 of 12 attended the 2024 annual meeting .
- Technology oversight: New Technology & Innovation Subcommittee under Audit in 2025 .
- Director time‑commitments: Executives limited to their employer’s board plus one public board—his CHRW + 3M roles are within policy .
Director compensation: As CEO, Bozeman does not receive additional pay for board service .
Compensation Structure Analysis
- Mix/at‑risk: CEO target pay heavily equity‑weighted (72%); 60% PSUs / 40% RSUs for CEO and CFO .
- Metric evolution: PSUs simplified in 2024 to 100% 3‑yr EPS; annual bonus moving in 2025 from absolute volume to relative market outgrowth (NAST measured vs CASS; GFF vs peer index) with a financially funded pool .
- Governance enhancements: 2024 removal of post‑vest holding period; removal of continued vesting on voluntary resignations; adoption of market‑aligned retirement vesting; 2025 supplemental clawback .
- Peer group/market positioning: Formal peer group expanded in 2024; targeting around 50th percentile market pay levels .
- Shareholder alignment: 2024 Say‑on‑Pay support ~86%; no option/SAR repricing without shareholder approval; no hedging/pledging; strong stock ownership guidelines .
SAY‑ON‑PAY & Shareholder Feedback
- 2024 Say‑on‑Pay: 86% approval; committee considered feedback in program changes (metric simplification, governance updates) .
Compensation Committee Analysis
- Talent & Compensation Committee (TCC) is fully independent; chaired by Mary J. Steele Guilfoile; 2024 met nine times .
- Independent consultant Semler Brossy supports peer group design, pay benchmarking, and clawback enhancements; no conflicts found .
RISK INDICATORS & RED FLAGS
- Positive controls: No hedging/pledging; robust clawbacks; no 280G gross‑ups; prohibition on option repricing; strong ownership guidelines .
- Potential supply/overhang: Significant unvested RSUs/PSUs and near‑dated make‑whole RSU tranches (through 2026) could create periodic selling windows, though trades must be pre‑cleared and within windows .
- Program discretion: 2024 ex‑post adjustment to volume metric applied to NAST for NEOs other than the CEO to reflect relative outgrowth—a sign of balanced discretion; CEO payout held to original metrics .
- Leadership transitions: CFO change in 2024; handled via disclosed offer/separation terms .
COMPENSATION PEER GROUP (for benchmarking)
Peer set includes major logistics, transportation, and distribution companies such as FedEx, UPS, J.B. Hunt, GXO, RXO, Schneider, Old Dominion, Grainger, Uber, etc. (full list in proxy) .
Equity Plan Overhang and Burn Rate (context for equity usage)
- Shares available for grant (2/28/2025): 633,358; proposal to add 4,000,000 shares (Restated 2022 Plan) .
- Overhang: ~7% currently; would be ~11% if share increase approved .
- 3‑year average value‑adjusted burn rate (2022–2024): 0.73% .
Investment Implications
- Strong pay‑performance alignment with a heavier tilt to PSUs and a shift to relative volume outgrowth should better align annual incentives with cyclicality, while EPS‑based PSUs focus management on long‑term profitable growth across cycles .
- Near‑term vesting of sizable make‑whole RSU tranches (e.g., year‑2 30% in mid‑2025) and annual RSU tranches may create episodic selling pressure; however, trading policy controls apply and post‑vest holding requirements were removed in 2024, increasing flexibility .
- Retention is bolstered by double‑trigger CIC protection (2.5x bonus multiple for CEO) and robust severance; supplemental clawback raises accountability, while ownership and anti‑pledging policies strengthen alignment .
- Governance mitigates dual‑role concerns: independent Chair, independent committees, and active TCC oversight with external advisor support .
Appendix: Additional Quantitative Details
2024 NEO Annual Incentive—CEO Calculation Snapshot
| Component | Weight | Achievement | Weighted Contribution |
|---|---|---|---|
| Adjusted Operating Margin % | 35% | 149.1% | 52.2% |
| Blended Volume | 35% | 32.0% (no CEO adj.) | 11.2% |
| MBOs | 30% | 150% | 45.0% |
| Total | 100% | — | 108% of target; $1,625,731 payout |
Potential Payments (CEO) as of 12/31/2024
| Scenario | Equity Vesting ($) | Severance ($) | Target Bonus ($) |
|---|---|---|---|
| Death/Disability | 16,167,925 | — | — |
| Termination w/ CIC | 20,951,124 | 2,500,000 | 3,750,000 |
| Termination w/o CIC | 9,347,359 | 2,000,000 | — |
Security Ownership (as of Mar 12, 2025)
| Holder | Shares | % Outstanding |
|---|---|---|
| David P. Bozeman | 179,693 | 0.15% |
All data and statements above are sourced from C.H. Robinson’s 2025 DEF 14A proxy statement filed March 25, 2025, as cited in brackets.