Michael Castagnetto
C. H. ROBINSON WORLDWIDEAbout Michael Castagnetto
Michael Castagnetto is President of North American Surface Transportation (NAST) at C.H. Robinson, appointed effective February 1, 2024, after serving as VP of Customer Success (2023–2024) and President of Robinson Fresh (2020–2022). He joined C.H. Robinson via its 2005 acquisition of FoodSource and has held customer-facing and management roles of increasing responsibility since 2013. He holds a B.A. from Saint Mary’s College of California and is age 48. 2024 incentive design for named executives emphasized pay-for-performance via enterprise volume and adjusted operating margin (annual bonus) and cumulative adjusted diluted EPS (PSUs) to align with long-term profitable growth .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| C.H. Robinson | President, North American Surface Transportation (NAST) | Feb 2024–present | Leads core North American truckload/LTL operations through market cycle; role elevation included 20% base salary step-up vs 2023 . |
| C.H. Robinson | VP, Customer Success | Jan 2023–Jan 2024 | Drove enterprise customer outcomes and retention across services prior to NAST leadership . |
| C.H. Robinson | President, Robinson Fresh | Jan 2020–Dec 2022 | Led sourcing/produce solutions; advanced integrated supply chain offerings for foodservice customers . |
| C.H. Robinson | Management roles (various) | 2013–2019 | Progressively expanded leadership in commercial and operational functions . |
| FoodSource (acquired by CHRW) | Customer-facing roles | pre-2005–2005 | Joined CHRW via acquisition; foundational commercial experience in perishables . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Angel Foundation | Board Member | Not disclosed |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annualized Base Salary ($) | 500,000 | 600,000 |
| Target Bonus (% of Base) | 85% | 85% |
| Target Bonus ($) | n/a | 510,000 |
| Actual Annual Bonus Paid ($) | n/a | 537,813 |
Performance Compensation
2024 Annual Cash Incentive Plan (ACIP)
| Metric | Weighting | Target | Actual Achievement | Payout Contribution |
|---|---|---|---|---|
| Enterprise Adjusted Operating Margin | 35% | Not disclosed | 149.1% | Included in total |
| Enterprise Volume (TL/LTL/Ocean/Air) | 35% (TL 49%, LTL 23%, Ocean 21%, Air 7%) | Not disclosed | 53.6% | Included in total |
| Management Business Objectives (MBOs) | 30% | Not disclosed | 115% (Castagnetto) | Included in total |
| Total ACIP Payout | — | — | 105% of target | $537,813 |
Notes
- Committee set financial payout curve at 25%–200% of target; MBO payout 50%–150%. 2024 enterprise financial payout net of adjustments was 95% (152% OM; 32% volume) before individual MBOs .
Equity Awards Granted in 2024 (Castagnetto)
| Award Type | Grant Date | Units (Threshold/Target/Max) | Grant-Date Fair Value ($) | Performance Metric / Vesting |
|---|---|---|---|---|
| PSUs (2024 cycle) | 2/5/2024 | 2,198 / 8,790 / 17,580 | 647,471 | Cumulative diluted EPS over 3 years; settle within 60 days of vest; PSU plan uses adjusted diluted EPS to align with long-term growth; max 200% . |
| RSUs (time-based) | 2/5/2024 | 8,790 (time-based) | 647,471 | Vest ratably over 3 years beginning 2024; settle within 60 days of vest . |
| PSUs (2019/2020/2022 tranches with 2024 metrics set) | 2/5/2024 | 105 / 420 / 840 | 27,703 | Legacy PSU cycles reflecting prior design; vest/settle per plan . |
Additional vesting design and selling restrictions
- Awards granted prior to 2024 include post-vesting holding restrictions (typically one-year), reflected via grant-date fair value discounts (11%–20%) and recognized expense over the vesting period .
- 2025 disclosure reaffirmed three-year vesting for RSUs and PSUs; 2025 grants include two years of post-termination vesting on “qualified retirement” .
Option Awards Outstanding (FY-end 2024, Castagnetto)
| Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| 7,760 | 0 | 76.72 | 12/7/2026 |
| 10,012 | 0 | 87.15 | 12/6/2027 |
| 6,904 | 0 | 88.87 | 12/5/2028 |
| 20,590 | 0 | 72.74 | 2/5/2030 |
Equity Vesting/Realization in 2024
| Item | Shares (#) | Value ($) |
|---|---|---|
| Shares vested (RSUs/PSUs) | 9,126 | 871,649 |
| Portion deferred (per plan holding/deferral rules) | 3,779 | — (timing per plan) |
Equity Ownership & Alignment
Beneficial Ownership (as of proxy record date)
| Holder | Shares Beneficially Owned | % of Outstanding | Performance Shares Granted (#) |
|---|---|---|---|
| Michael D. Castagnetto | 79,852 | 0.07% | 32,006 |
Unvested Stock Awards at 12/31/2024 (Selected lines from Outstanding Equity Awards table)
| Award Line (per proxy footnotes) | Units (#) | Reported Market Value ($) |
|---|---|---|
| Time-/Performance-based stock awards (6) | 8,790 | 908,183 |
| Stock awards (7) | 5,861 | 605,559 |
| Stock awards (10) | 1,612 | 166,552 |
| Stock awards (10) | 1,612 | 166,552 |
| Stock awards (10) | 1,612 | 166,552 |
| Stock awards (11) | 1,611 | 166,449 |
Ownership policy and alignment controls
- Robust stock ownership guidelines (exact multiple not in extract); no hedging or pledging permitted for officers/directors; equity subject to clawback and forfeiture for misconduct or restrictive covenant breach; double-trigger CIC provisions for time-based awards granted after 1/1/2022 and PSUs after 1/1/2023; no dividends on unvested RSUs/PSUs granted after 1/1/2022 .
- Q3’25 Item 408 10b5-1 disclosure: only the President of Global Freight Forwarding adopted a plan in the quarter; no adoption noted for Castagnetto, reducing near-term programmatic selling signals for him in that period .
Nonqualified Deferred Compensation (related to vested equity)
| Metric (2024) | Amount ($) |
|---|---|
| Registrant Contributions | 390,467 |
| Aggregate Earnings | 310,074 |
| Aggregate Withdrawals/Distributions | (144,431) |
| Aggregate Balance at 12/31/2024 | 2,432,587 |
Employment Terms
Potential Payments Upon Termination or Change in Control (as of 12/31/2024; proxy methodology)
| Scenario | Vesting of Restricted Units ($) | Severance ($) | Annual Target Bonus ($) |
|---|---|---|---|
| Death/Disability | 2,179,847 | — | — |
| Termination Without Cause/For Good Reason with Change in Control (CIC) | 2,179,847 | 1,200,000 | 1,020,000 |
| Termination Without Cause/For Good Reason (non-CIC) | 666,105 | 900,000 | — |
Key terms
- PSUs vest at target upon death/disability; upon CIC, PSUs vest at greater of actual or target; COBRA premiums also available per plan. Time-based awards use double-trigger acceleration on post-2022 grants; PSUs use double-trigger on post-2023 grants. Company does not provide excise tax gross-ups .
Compensation Structure Analysis
- Mix and leverage: 2024 pay is majority at-risk with material equity via matched-size RSU and PSU grants (each $647k FV), and annual cash incentives tied to enterprise profitability/volume plus MBOs, supporting pay-for-performance alignment .
- Metric evolution: CHRW simplified the long-term metric to adjusted diluted EPS to emphasize durable, profitable growth across cycles; 2024 enterprise financial outcome was mixed (overachievement on margin, underachievement on volume), yielding a near-target (95%) financial payout before MBOs; Castagnetto’s total ACIP came in at 105% .
- Selling pressure mitigants: Legacy awards have post-vesting holding requirements; hedging/pledging prohibited. RSUs/PSUs vest over three years; select retirement provisions add retention hooks .
- Option overhang: Castagnetto holds multiple option tranches expiring 2026–2030 with strikes ~$72.74–$88.87, creating potential exercise windows and alignment with longer-term price appreciation .
Investment Implications
- Alignment: Strong pay-at-risk with balanced RSU/PSU mix and EPS-centric PSUs enhances linkage to durable earnings growth; policy suite (clawbacks, no hedging/pledging, double-trigger CIC) is shareholder-friendly .
- Retention: Unvested equity across multiple cycles plus severance/CIC economics ($0.9M non-CIC; $1.2M + target bonus with CIC; equity acceleration per plan) provide meaningful retention “glue” while avoiding egregious CIC features (no excise tax gross-up) .
- Execution lens: 2024 ACIP results show leverage to enterprise profitability improvement but sensitivity to volume shortfalls; Castagnetto’s 115% MBO outcome and 105% total payout suggest positive execution against cost and operating priorities in his first year as NAST President .
- Trading signals: No Q3’25 10b5-1 plan adoption disclosed for Castagnetto; legacy post-vesting holds temper immediate selling; option expiries 2026–2030 could influence timing of exercises relative to share price levels .