Mark Goodburn
C. H. ROBINSON WORLDWIDEAbout Mark Goodburn
Independent director at C.H. Robinson since May 2022; age 62. Chair of the Audit Committee and designated Audit Committee Financial Expert. Career spans senior leadership at KPMG (Global Head of Advisory; Vice Chairman, Americas Head of Advisory; Global Head of Strategic Investments & Innovation) and advisory roles to Fortune 500 boards; CPA with a B.S. in Business from Minnesota State University. Independence affirmed by the Board; no related-party concerns disclosed for him.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG International | Chairman & Global Head of Consulting and Deal Advisory | 2011–2021 | Led global advisory; top executive responsibilities for consulting and deal advisory businesses. |
| KPMG International | Global Head of Strategic Investments & Innovation | 2018–2021 | Led strategic investments and innovation initiatives. |
| KPMG LLP (U.S.) | Senior Advisor | 2021–2023 | Senior advisory capacity post-executive roles. |
| KPMG LLP (U.S.) | Vice Chairman; Americas Head of Advisory & Strategic Investments | 2005–2011 | Oversaw U.S. advisory growth and strategic investments. |
| KPMG LLP (U.S.) | Managing Partner – Silicon Valley; US/Americas Boards; Global Head of TMT | 1984–2005 | Technology/media/telecom leadership; board service at KPMG. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Minnesota State University | Presidents National Advisory Council member | N/A | University advisory body. |
| SMU Cox School of Business | Executive Board member | N/A | Business school governance role. |
| Various VC/PE firms | Advisor | N/A | Advisor to high-growth tech/services companies. |
Board Governance
- Committee assignments and roles
- Audit Committee: Chair; all five members independent and designated financial experts; 2024 meetings held: 8. Responsibilities include auditor oversight, internal audit, significant accounting policies, earnings releases, internal controls, risk (including cybersecurity), and related-party transaction approval.
- Technology & Innovation Subcommittee (under Audit): Member; focus on advanced analytics/AI, cybersecurity, data governance, global privacy/security compliance, and aligning tech investments to strategy (Chair: Paula Tolliver; members include Goodburn, Gokey, Robbins).
- Capital Allocation & Planning Committee: Member in 2023–2024; committee dissolved effective November 7, 2024 as objectives were achieved (e.g., oversight of European Surface Transportation divestiture).
- Independence and engagement
- Board independence: All directors except the CEO determined independent; independent committees; executive sessions at each regularly scheduled Board meeting.
- Attendance: Board held 5 meetings in 2024; each director attended at least 75% of Board and committee meetings; 11 of 12 directors attended the 2024 Annual Meeting.
Fixed Compensation
| Element (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Standard non-employee director retainer. |
| Audit Committee Chair fee | $30,000 | Chair premium for Audit. |
| Capital Allocation & Planning Committee member fee | $7,500 | Member fee; committee ceased Nov 7, 2024. |
| Total fees earned (paid in cash or RSUs) | $147,500 | Director-level total for Goodburn; elected RSU in lieu of cash (see performance section). |
| Annual equity award (RSUs) | $175,000 | Fully vested RSUs; fair value discounted for post-vesting holding restriction. |
| Total 2024 director compensation | $322,500 | Sum of fees and RSUs for Goodburn. |
Additional program details:
- Committee member fees: Audit $12,500; Governance $7,500; Talent & Compensation $7,500. Independent Chair additional cash retainer: $100,000.
- 2025 changes: Independent Chair cash retainer increased to $150,000; RSU grants shifted from quarterly to an annual award at the Annual Meeting; cash/equity amounts otherwise unchanged.
Performance Compensation
| Award Type | Grant timing | Grant-date fair value | Vesting | Settlement | Performance metrics |
|---|---|---|---|---|---|
| RSUs (Director) | Quarterly (2024); annual from 2025 | $175,000 | Fully vested at grant | Shares distributed after Board service ends | None; director equity not tied to performance goals |
Notes:
- Directors may annually elect to receive retainers in cash, stock, or immediately vested RSUs payable after Board service ends; Goodburn elected RSUs for fees in 2024.
- No director options or performance-based equity disclosed; director compensation is fixed cash and fully vested RSUs.
Other Directorships & Interlocks
| Company | Role | Committees |
|---|---|---|
| None (public company boards) | N/A | N/A |
Interlocks/conflicts:
- Prior KPMG leadership and Senior Advisor role ended in 2023; CHRW’s independent auditor is Deloitte & Touche LLP (ratified for 2025), reducing potential audit conflicts; Board independence review did not flag Goodburn for related-party exposure.
Expertise & Qualifications
- CPA; B.S. in Business, Minnesota State University.
- Deep experience in strategy, finance, M&A, global operations, risk management, and technology-driven transformation; designated Audit Committee Financial Expert.
- Technology oversight through Audit’s Technology & Innovation Subcommittee (AI, cybersecurity, data governance).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | RSUs/Stock Awards Outstanding (Dec 31, 2024) |
|---|---|---|---|
| Mark A. Goodburn | 11,230 | 0.01% | 8,950 (fully vested RSUs) |
Policy alignment:
- Directors must hold at least 5× annual cash retainer within 5 years of joining the Board; Goodburn joined in 2022 and remains within the compliance window.
- Company policy prohibits pledging and hedging by directors and officers.
Governance Assessment
- Audit leadership and risk oversight: As Audit Chair, Goodburn oversees financial reporting integrity, auditor independence, internal audit, earnings releases, internal controls, related-party transactions, and enterprise risk including cybersecurity—supported by a dedicated Technology & Innovation Subcommittee where he serves. This structure strengthens controls and tech-risk oversight.
- Independence and engagement: Independent director; Board holds executive sessions and reports strong attendance; Audit Committee members all independent financial experts.
- Alignment and incentives: Goodburn elected RSUs in lieu of cash fees, increasing equity alignment, and is subject to a 5× retainer ownership guideline with a 5-year compliance period; pledging/hedging prohibited.
- Shareholder support: Re-elected in 2025 with 95,352,616 votes FOR vs 596,889 AGAINST and 131,732 ABSTAIN (broker non-votes 10,658,443), indicating strong investor confidence; 2025 say‑on‑pay passed (89.7M FOR vs 6.1M AGAINST).
- Related-party exposure: No transactions or independence exceptions disclosed for Goodburn; CHRW auditor is Deloitte (not KPMG), and the Audit Committee pre-approves all audit/non-audit services.
- Compensation structure quality: Director awards are fully vested RSUs with post-service settlement; the equity plan prohibits option/SAR repricing without shareholder approval, has no evergreen, mandates minimum vesting periods, disallows dividend payments on unearned awards, limits annual director awards to $500,000, and provides no excise tax gross-ups—shareholder-friendly features.
- RED FLAGS (none material identified):
- Low direct ownership typical for outside directors (11,230 shares; 0.01%); mitigated by RSU election and ownership guideline.
- No pledging/hedging; no related-party or consultant conflicts disclosed; committee remit includes related-party approval, providing ongoing safeguards.