Kermit Crawford
C. H. ROBINSON WORLDWIDEAbout Kermit R. Crawford
Independent director (age 65), serving on C.H. Robinson’s Board since September 2020. Former President and COO of Rite Aid, with 30+ years in senior leadership at Walgreens; brings consumer, operations, and technology-led transformation experience. Education: Bachelor of Science, Texas Southern University College of Pharmacy and Health Sciences. Classified as independent under Nasdaq rules; current committee assignments: Governance Committee Chair and Talent & Compensation Committee member .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C.H. Robinson Worldwide, Inc. | Director | 2020–Present | Governance (Chair); Talent & Compensation (Member) |
| Rite Aid Corporation | President & Chief Operating Officer | 2017–2019 | Led operational change through technology; competitive, regulated industry experience |
| Sycamore Partners | Operating Partner & Advisor | 2015–2017 | Consumer/retail-focused value creation |
| Walgreen Company | EVP & President, Pharmacy, Health & Wellness; prior roles | 1983–2014 | Senior leadership in pharmacy services and consumer experience |
External Roles
| Company | Exchange | Role | Tenure | Committees |
|---|---|---|---|---|
| The Allstate Corporation | NYSE: ALL | Director | 2013–Present | Risk and Return; Nominating, Governance & Social Responsibility |
| Visa Inc. | NYSE: V | Director | 2022–Present | Chair, Audit & Risk Committee |
| TransUnion | NYSE: TRU | Director (former) | 2019–2021 | Audit & Compliance; Technology, Privacy & Cybersecurity |
| LifePoint Health | Formerly NYSE: LPNT | Director (former) | 2016–2018 | Audit & Compliance; Compensation; Governance & Nominating; Quality |
Board Governance
- Committee assignments and roles: Governance Committee Chair; Talent & Compensation Committee member .
- Independence: Board determined all nominees except the CEO are independent; includes Mr. Crawford .
- Board/committee engagement: 5 Board meetings in 2024; each director attended at least 75% of aggregate Board and committee meetings; executive sessions of independent directors at each regularly scheduled Board meeting .
- Committee activity levels: Audit (8 meetings), Governance (5), Talent & Compensation (9) in 2024; Governance Committee oversees Board composition, independence, committee assignments, director pay; TCC oversees exec pay, succession, culture .
- Leadership structure: Independent Chair (Jodee A. Kozlak); CEO separate from Chair, with independent committee chairs including Governance (Crawford) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $137,500 | Base director cash retainer is $110,000; plus Governance Chair fee $20,000 and TCC member fee $7,500; Mr. Crawford’s reported cash aligns to $137,500 |
| Annual Equity Award (RSUs) | $175,000 | Fully vested RSUs; settled after termination of Board service; grant size based on closing price; fair value discounted for holding restrictions |
| Total | $312,500 | Sum of cash fees and RSU grant value |
| Committee Fee Schedule (for reference) | Audit: Chair $30,000; Member $12,500; Governance: Chair $20,000; Member $7,500; Talent & Compensation: Chair $20,000; Member $7,500 | Applicable to directors per role |
| 2025 Changes (structure) | Chair retainer increased to $150,000; RSU timing moves to annual at the Annual Meeting; base cash retainer remains $110,000; RSU $175,000 | Election to receive retainers in cash, taxable shares, or RSUs remains |
Performance Compensation
| Item | Detail |
|---|---|
| Director equity performance linkage | None; annual director RSUs are fully vested at grant (subject to post-service settlement), not tied to performance metrics |
| RSU mechanics | Units determined by dividing $175,000 by closing price on grant date; deliveries deferred until end of Board service; fair value discounted for holding restrictions |
Other Directorships & Interlocks
- Current public boards: Allstate (ALL) and Visa (V); committee leadership at Visa (Audit & Risk Chair) enhances audit/risk oversight credentials at CHRW .
- Independence/related parties at CHRW: Board’s independence review disclosed ordinary-course relationships for other directors (Broadridge, PPG, Grainger) below materiality thresholds; no such relationships disclosed for Mr. Crawford .
- Director time commitments policy: Non-executive directors limited to four public company boards; Governance Chair must be notified before accepting for-profit board roles. Mr. Crawford’s current public boards (CHRW, ALL, V) are within limits .
Expertise & Qualifications
- Deep operational leadership in large, geographically dispersed, regulated retail health environments; technology-driven operational change; consumer insights; public company board experience (audit/risk leadership) .
- Education: Bachelor of Science, Texas Southern University College of Pharmacy and Health Sciences .
Equity Ownership
| Metric | Value | Date/Source |
|---|---|---|
| Beneficial ownership (shares) | 8,543 | As of March 12, 2025; 0.01% of outstanding |
| Ownership % of outstanding | 0.01% | Based on 118,227,019 shares outstanding |
| Aggregate RSUs outstanding | 7,543 | As of December 31, 2024; director RSUs (fully vested, settled post-service) |
| Ownership guidelines | 5× annual cash retainer required within 5 years of joining Board; guideline equals $550,000 at current $110,000 retainer | Applies to directors; compliance noted for those with ≥5 years tenure; Mr. Crawford joined in September 2020 (approaches 5-year window in 2025) |
| Hedging/pledging | Prohibited by company policy | Insider trading policy prohibits hedging and pledging |
Governance Assessment
- Strengths:
- Governance Committee Chair role positions Mr. Crawford at the center of Board composition, independence determinations, committee assignments, director compensation, and sustainability oversight—key levers of Board effectiveness .
- External audit/risk leadership (Visa Audit & Risk Chair) bolsters CHRW’s oversight of financial reporting and enterprise risk; complements CHRW’s robust committee framework and risk oversight processes .
- Attendance and engagement: Board held five meetings; directors met ≥75% attendance; independent director executive sessions at each regular meeting—supports active oversight .
- Alignment measures: Director RSUs with post-service settlement, stock ownership guidelines (5× retainer), and prohibition on hedging/pledging enhance long-term alignment and mitigate misalignment risks .
- Potential risks/RED FLAGS:
- Multiple public boards can create time-commitment risk; however, Mr. Crawford remains within CHRW’s limit and Governance policy requires pre-clearance of new roles .
- No related-party transactions disclosed for Mr. Crawford; continued monitoring appropriate given broad external network .
- Signals affecting investor confidence:
- 2025 director pay structure simplifies RSU timing; cash retainers unchanged for directors (except Chair), preserving at-risk equity mix; market benchmarking by Semler Brossy indicates attention to external pay practices .
- Strong say-on-pay support (86% in 2024) indicates broader shareholder confidence in compensation governance, indirectly supportive of TCC oversight quality .
No Form 4 insider trading activities for Mr. Crawford are disclosed in the proxy; related-party transactions policy exists but no Crawford-specific transactions are reported .