Jodee Kozlak
C. H. ROBINSON WORLDWIDEAbout Jodee A. Kozlak
Independent Chair of the Board at C.H. Robinson (since 2023), director since February 2013; age 62. Former EVP & CHRO at Target and Global SVP of HR at Alibaba; Founder/CEO of Kozlak Capital Partners. Education: JD (University of Minnesota) and BA in Accounting (College of St. Thomas). Core credentials: human capital strategy, global operations, digital transformation, and extensive public company board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C.H. Robinson Worldwide, Inc. | Independent Chair of the Board; Director | Chair 2023–Present; Director 2013–Present | Leads Board agenda and oversight; independent leadership structure separating Chair and CEO |
| Kozlak Capital Partners, LLC | Founder & CEO | 2017–Present | Strategic advisory leadership |
| Alibaba Group | Global SVP, Human Resources | 2016–2017 | Global HR leadership during digital transformation |
| Target Corporation | EVP & CHRO; prior SVP HR; prior GC for Owned Brand Sourcing & Labor & Employment | 2001–2016 | Led human capital strategy at a complex global retailer |
| University of St. Thomas | Chair of Board of Trustees | Current | Non-profit governance leadership |
External Roles
| Company/Institution | Role | Tenure | Committees |
|---|---|---|---|
| K.B. Home (NYSE: KBH) | Lead Independent Director; Chair, Management Development Compensation Committee | 2021–Present; assumed LID and Chair in 2024 | Compensation committee leadership |
| MGIC Investment Corp. (NYSE: MTG) | Director; Chair, Management Development, Nominating & Governance; Member, Executive & Securities Investment | 2018–Present | Governance and capital committees |
| Leslie’s, Inc. (Nasdaq: LESL) | Former Director | 2020–2023 | Chair, Nominating & Corporate Governance; Member, Compensation |
| University of St. Thomas | Chair of the Board of Trustees | Current | Board leadership |
Board Governance
- Independence and leadership: Independent Chair; Board retains separate CEO (Dave Bozeman) and Chair roles to strengthen oversight . The Board determined all nominees except the CEO are independent; Kozlak is independent .
- Committee assignments: Member, Governance Committee and Talent & Compensation Committee (TCC) .
- Committee activity levels: Audit (8 meetings), Governance (5), TCC (9) in 2024 .
- Attendance and engagement: Board held five meetings in 2024; all directors met at least 75% attendance; independent director executive sessions at each regular meeting .
- Technology oversight: Board formed a Technology & Innovation Subcommittee of the Audit Committee in 2025 to enhance oversight of AI, cybersecurity, and data governance .
- Time commitment guardrails: Policy limits most directors to ≤4 public boards; advance notice required to evaluate conflicts .
Fixed Compensation
| Component (Director) | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $225,000 | Kozlak elected to receive some/all fees in RSUs (footnote 8) |
| Stock Awards (RSUs) | $175,000 | Fully vested RSUs; shares delivered after Board service ends (ASC 718 discounted for post-vesting holding restrictions) |
| Total | $400,000 | Cash + equity |
| Independent Chair Additional Cash Retainer (policy) | $100,000 | 2024 policy |
| 2025 Policy Change: Independent Chair Cash Retainer | $150,000 | Approved increase; timing shift to annual RSU grant; base director retainer remains $110,000 |
Performance Compensation
| Element | Structure | Vesting/Settlement | Performance Metrics |
|---|---|---|---|
| Director RSUs | Annual RSUs (fully vested) | Shares distributed after end of Board service | None (directors do not have performance metrics tied to pay) |
Directors may annually elect retainer form (cash, taxable shares, or immediately vested RSUs payable after Board service), enhancing alignment flexibility .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| External public boards | KBH (LID; Comp Chair), MGIC (Governance Chair; committees), former Leslie’s (Gov Chair; Comp) |
| Potential interlocks/conflicts | Board independence review disclosed ordinary-course transactions considered for other directors (Broadridge, PPG, Grainger) but none cited for Kozlak; Board concluded independence for all nominees except CEO . Directors must pre-notify new for-profit board roles to evaluate conflicts . |
Expertise & Qualifications
- Human capital, succession, executive compensation governance; global operations and digital transformation experience from Target and Alibaba .
- Legal and accounting training (JD; BA Accounting) supporting governance rigor .
- Public board leadership (KBH LID; MGIC Chair of governance) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 25,647 |
| Ownership (% of outstanding) | 0.02% |
| Aggregate RSUs Outstanding (fully vested; payable after service) | 25,647 |
| Hedging/Pledging | Prohibited by insider trading policy |
| Director Ownership Guideline | Minimum 5× annual cash retainer; compliance required within 5 years |
| Compliance Status | All directors with ≥5 years’ service are in compliance (Kozlak qualifies) |
Governance Assessment
- Board effectiveness: Independent Chair structure with frequent executive sessions strengthens oversight; active committee cadence indicates robust engagement .
- Alignment: Kozlak elected to receive fees in RSUs and holds fully vested RSUs payable after service; combined with 5× retainer ownership guideline and anti-hedging/pledging policy, this supports shareholder alignment .
- Compensation governance signals: TCC oversight of executive pay and adoption of stronger clawback policies in 2025; say-on-pay support at ~86% in 2024 reflects investor confidence in pay practices .
- Risk oversight modernization: Creation of Technology & Innovation Subcommittee evidences proactive governance on AI/cyber/data privacy risks—positive for board capability given CHRW’s technology-enabled platform .
- Conflicts/red flags: No related-party transactions disclosed involving Kozlak; overboarding risk mitigated by Board limits and preclearance policy; no pledging/hedging allowed. No attendance or pay anomalies disclosed for Kozlak .
Overall investor-confidence view: Strong independence and chair leadership, credible human capital expertise, and alignment via meaningful equity holdings and RSU election; proactive tech risk oversight and positive say-on-pay support reduce governance risk. Continuous refreshment and policy enhancements (clawbacks, chair retainer adjustment) further signal a board attentive to best practices .