Michael McGarry
C. H. ROBINSON WORLDWIDEAbout Michael H. McGarry
Michael H. McGarry (age 67) is an independent director of C.H. Robinson, appointed in May 2024. He is the retired Chairman and CEO of PPG Industries with 40+ years of global manufacturing, logistics, and transformation leadership; education includes Harvard Business School’s Advanced Management Program and a B.S. in Mechanical Engineering from the University of Texas . He serves on CHRW’s Governance and Talent & Compensation Committees; the Board affirms his independence and specifically reviewed ordinary-course services between CHRW and PPG at levels under 1% of either company’s revenues . In 2024, the Board met five times and all directors attended at least 75% of Board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PPG Industries (NYSE: PPG) | Executive Chairman | Jan 1, 2023 – Oct 1, 2023 | Led transition after CEO tenure |
| PPG Industries | Chairman & CEO | 2016 – 2022 | Portfolio expansion, multi-year transformation |
| PPG Industries | President & CEO | 2015 – 2016 | Strategic execution |
| PPG Industries | President & COO | 2015 | Operational leadership |
| PPG Industries | Executive Vice President | 2012 – 2014 | Senior leadership across businesses |
| PPG Industries | SVP, Commodity Chemicals; Managing Director PPG Europe; other roles | 2008 – 2012; prior | Global operations, supply chain, M&A integration |
| American Coatings Association | Chairman | — | Industry leadership |
External Roles
| Company | Role | Since | Committees |
|---|---|---|---|
| United States Steel (NYSE: X) | Director | 2019 – Present | Audit; Compensation & Organization |
| Shin-Etsu Chemical (Tokyo Stock Exchange) | Director | 2022 – Present | Officers’ Remuneration Committee |
| Holcim Ltd (SIX Swiss Exchange) | Director | 2024 – Present | Nomination, Compensation & Governance |
| PPG Industries | Former Director | 2015 – 2023 | — |
| Axiall Corporation | Former Director | 2013 – 2016 | — |
Board Governance
- Independence: Board determined McGarry is independent; reviewed ordinary-course services between CHRW and PPG and found payments under 1% of either company’s revenues over the last three fiscal years .
- Committee assignments: Governance Committee member (appointed Aug 8, 2024) and Talent & Compensation Committee member (appointed Aug 8, 2024) .
- Attendance: Board held 5 meetings in 2024; all directors attended at least 75% of Board and committee meetings; 11 of 12 directors attended the 2024 annual meeting .
- Board structure: Independent Chair; independent committee chairs; majority independent board; executive sessions at each regular meeting .
- Time-commitment policy: Non-executive directors limited to 4 public company boards; notification to Governance Chair required before accepting any for‑profit board; McGarry’s current public boards (X, Holcim, Shin‑Etsu) plus CHRW equal 4 (at the policy limit) .
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $76,968 | Pro-rated for 2024 service; committee member fees included |
| Stock Awards (RSUs) – Fair Value | $112,981 | Pro-rated grant; fully vested RSUs, delivery after board service ends |
| Total | $189,948 | Sum of cash and RSU fair value |
| Committee Member Fee – Governance | $7,500 | Schedule for members |
| Committee Member Fee – Talent & Compensation | $7,500 | Schedule for members |
| Standard Annual Cash Retainer (reference) | $110,000 | Unchanged into 2025 |
| Standard Annual Equity Award (reference) | $175,000 | Unchanged into 2025; timing shifted to annual |
Footnotes:
- Directors may elect to receive retainers in cash, taxable shares, or immediately vested RSUs payable after service ends .
- Independent Chair retainer increased to $150,000 in 2025 (not applicable to McGarry) .
Performance Compensation (Director)
| Equity Feature | Policy | Implication |
|---|---|---|
| Director Equity Vehicle | Fully vested RSUs; deferred delivery until board service ends | Time-based; no options/PSUs for directors |
| Dividends on unearned awards | Not paid on RSUs/PSUs granted after Jan 1, 2022 | Shareholder-friendly design |
| Change-in-control | No single-trigger vesting; double-trigger framework in plan | Limits windfalls |
| Minimum vesting | ≥1-year vesting/performance period (limited exceptions) | Aligns with governance best practices |
| Clawbacks | SEC/Nasdaq-compliant and supplemental misconduct clawback | Applies to equity awards |
Other Directorships & Interlocks
| Relationship | Details | Conflict Assessment |
|---|---|---|
| CHRW–PPG commercial relationship | CHRW provided services to PPG or subsidiaries (ordinary course) | Board found payments <1% of either company’s revenues/operations; independence affirmed |
Expertise & Qualifications
- Global manufacturing, supply chain, and logistics leadership; M&A integration and business transformation at scale .
- Public company governance: multiple boards across industrials and materials; committee experience in audit, compensation, and governance .
- Education: Harvard Business School AMP; B.S. Mechanical Engineering (UT) .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Outstanding | Notes |
|---|---|---|---|
| Michael H. McGarry | 1,108 | —% | Beneficial ownership as of Mar 12, 2025; “—%” indicates below rounding threshold |
| RSUs Outstanding (fully vested, deferred) | 1,108 | — | Included in aggregate stock awards outstanding |
| Pledging/Hedging | Prohibited by policy | No pledging or hedging permitted | |
| Director Ownership Guideline | 5× annual cash retainer within 5 years | Applies to all directors; those ≥5 years are compliant |
Governance Assessment
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Strengths:
- Deep operational and transformation track record; relevant to CHRW’s asset‑light, technology‑enabled strategy .
- Active roles on Governance and Talent & Compensation Committees support board refreshment, executive pay discipline, and human capital oversight .
- Independence affirmed despite ordinary-course services with former employer; related-party policy oversight centralized in Audit Committee .
- Strong governance architecture: independent chair; clawbacks; prohibition on hedging/pledging; majority independent board .
-
Watch items / potential red flags:
- Time commitments: McGarry sits on four public company boards including CHRW, which is at CHRW’s policy limit; additional appointments would require board notification and could raise overboarding risk .
- Related-party exposure: CHRW–PPG services were reviewed and below materiality thresholds; continue monitoring for changes in scope or economics that could challenge independence .
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Shareholder sentiment context: Say‑on‑Pay support at ~86% in 2024 provides a constructive backdrop for pay governance; continued attention to PSU design and bonus pool funding changes in 2025 will be important for alignment .