Michael Short
C. H. ROBINSON WORLDWIDEAbout Michael Short
Michael J. Short, age 54, is President of Global Freight Forwarding at C.H. Robinson; he was named to this role in May 2015 after joining the company via the Phoenix International acquisition in 2012. He previously served as Vice President, Global Forwarding – North America, and holds a B.S. from the University of Missouri . Company performance metrics that drive executive pay include adjusted operating margin, diluted EPS, and adjusted gross profit; for FY 2024, C.H. Robinson reported net income of $465.7 million and adjusted operating margin of 24.2% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| C.H. Robinson | President, Global Freight Forwarding | 2015–present | Leads global forwarding operations; veteran of industry |
| C.H. Robinson | VP, Global Forwarding – North America | Not disclosed | North American leadership in forwarding |
| Phoenix International | Regional Manager; Sales Manager; General Manager (St. Louis) | Not disclosed | Built commercial and operational capabilities pre-acquisition |
External Roles
No public company board or external directorships disclosed in company filings reviewed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 610,577 | 625,000 | 625,000 |
| Target Annual Cash Incentive ($) | Not disclosed | Not disclosed | 1,062,500 (per plan-based awards table) |
| Actual Annual Cash Incentive Paid ($) | 847,235 | 165,954 | 552,253 |
| All Other Compensation ($) | 18,300 | 22,752 | 23,536 |
Notes:
- For 2024, the Annual Cash Incentive achievement for Short was 104% of target, with payout of $552,253; plan metrics and ranges are detailed below .
Performance Compensation
Annual Cash Incentive – 2024 Structure and Results
| Component | Performance Metric | Achievement (weighted) | Payout Mechanics | Short’s 2024 Result |
|---|---|---|---|---|
| Financial | Enterprise Adjusted Operating Margin | 149.1% | Threshold 25%, Max 200%; goalposts set annually | Contributed to total achievement |
| Financial | Enterprise Volume | 53.6% | Threshold 25%, Max 200% | Contributed to total achievement |
| Strategic | MBOs (role-specific objectives) | 110% | MBO payout range 50%–150% | Contributed to total achievement |
| Total | Blended (per plan) | 104% of target | Paid early 2025, subject to pre-clearance and trading windows | $552,253 payout |
2024 MBO context included enterprise leadership, cost-reduction, and talent strategies; Short’s MBO achievement was 110% .
Equity Awards – 2024 Grants and Vesting Terms
| Grant Date | Award Type | Units (Target) | Grant-Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|
| 2/5/2024 | PSUs (2024 grant) | 11,720 | 863,295 | Three-year cumulative diluted EPS; up to 200% payout; standard settlement within 60 days post-vesting |
| 2/5/2024 | RSUs (time-based) | 11,720 | 863,295 | Time-based; ratable vesting over three calendar years; standard settlement within 60 days |
| 2/5/2024 | PSUs (2012/2022 grants with metrics set in 2024) | 1,588 | 52,372 | PSU metrics set in 2024 per plan disclosure |
Program design:
- 2024 PSU design ties 100% to three-year cumulative diluted EPS for NEOs (60% PSUs/40% RSUs for CEO/CFO; 50%/50% for other NEOs) .
- Payout ranges: PSUs up to 2x shares granted; cash incentive financial measures 25%–200%; MBOs 50%–150% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 66,650 shares; 0.06% of 118,227,019 outstanding as of Mar 12, 2025 |
| Performance Shares Granted (cumulative) | 48,387 (performance-based restricted shares/units) |
| Options | 6,364 time-based options exercisable; strike $72.74; expiration 2/5/2030 |
| Unvested RSUs | 11,720 units; market value $1,210,910 |
| Unvested PSUs | 7,814 units; market value $807,342 |
| Additional equity tranches | Multiple PSU tranches from prior cycles, e.g., 3,230 units each with market value $333,724 (listed across cycles) |
| 2024 Vesting/Exercises | 21,379 shares vested ($2,153,143 value); 10,408 options exercised ($321,183 value) |
| Deferral Elections | 7,318 vested shares deferred per plan; settlement timing per award terms |
| Nonqualified Deferred Comp Balance | $4,831,798 at 12/31/2024; registrant contributions $756,065; earnings $587,027; withdrawals $(475,530) |
| Hedging/Pledging | Prohibited by policy and equity plan; awards subject to clawback |
| 10b5‑1 Trading Plan | Adopted Aug 18, 2025; potential sale up to 34,335 shares between Dec 31, 2025 and Apr 30, 2026, contingent on minimum price thresholds; entered during open window |
| Ownership Guidelines | 3x base salary for NEOs; all NEOs in compliance; five years to reach compliance for new/promoted execs |
Insider selling pressure: The Rule 10b5‑1 plan allows Short to sell up to 34,335 shares, which is approximately 51.5% of his 66,650-share beneficial stake, subject to price conditions and plan schedule .
Employment Terms
| Provision | Economics / Terms |
|---|---|
| Severance Plan (restated Jul 30, 2024) | For executive officers, 18 months base pay + 18 months COBRA premiums if terminated without cause or for good reason; change-in-control (CIC) severance includes 24 months base pay + 24 months COBRA + 2x annual target bonus (lump sum) and full vesting of equity awards (double-trigger for time-based awards; PSUs earn at greater of actual-to-date or target, then convert to time-based vesting) |
| Potential Payments – Short (as of 12/31/2024) | Death/Disability: equity vesting $4,401,743; CIC separation: equity vesting $4,401,743; severance $1,250,000; target bonus $1,062,500; Non-CIC separation: equity vesting $1,334,276; severance $937,500 |
| CIC Vesting Mechanics | RSUs fully vest if awards not assumed; for assumed RSUs, double-trigger within 12 months post-CIC; PSUs earn greater of actual-to-date or target and convert to time-based for remaining period |
| Clawbacks | Mandatory SEC/Nasdaq restatement clawback; 2025 supplemental misconduct clawback applicable to equity and incentive pay for VP+ roles |
| Hedging/Pledging | Prohibited; pre-clearance required for insider transactions; quarterly trading windows |
| Tax Gross‑ups | No Code §280G excise tax gross‑ups; “net best” cutback provision in equity plan |
| Restrictive Covenants | Severance Plan clarifies eligibility and non-compete requirements (amended and restated effective Jul 30, 2024) |
Performance & Track Record
- Program alignment: Pay versus performance disclosures highlight linkage of Compensation Actually Paid with C.H. Robinson’s TSR, net income, and adjusted operating margin; FY 2024 net income was $465.7 million and adjusted operating margin 24.2% .
- Forwarding execution: Short is described as a veteran of the global forwarding industry and leads the segment; company commentary underscores SMB and enterprise customer mix dynamics in forwarding channels, with transactional SMB contributing favorable margins at the trough of freight cycles .
Compensation Structure Analysis
- Mix and risk: For NEOs, equity is 50% RSUs and 50% PSUs; PSUs are performance-based on three-year cumulative diluted EPS with up to 200% payout; cash incentives measured on adjusted operating margin, blended volume, and MBOs with defined payout ranges, reinforcing at-risk pay .
- Governance enhancements: Double-trigger treatment adopted for equity awards (post-2022/2023); robust clawbacks; prohibition on hedging/pledging; no repricing of underwater options without shareholder approval .
- Ownership alignment: 3x salary stock ownership guidelines with current compliance; deferred settlement features and post-vesting holding requirements historically strengthen alignment .
Equity Ownership & Alignment Details
| Category | Value / Count |
|---|---|
| Shares Beneficially Owned | 66,650 (0.06% of outstanding) |
| Options Exercisable | 6,364 @ $72.74, expiring 2/5/2030 |
| Unvested RSUs (MV) | 11,720 units; $1,210,910 |
| Unvested PSUs (MV) | 7,814 units; $807,342 |
| 2024 Vested Shares (Value Realized) | 21,379; $2,153,143 |
| 2024 Options Exercised (Value Realized) | 10,408; $321,183 |
| Nonqualified Deferred Comp Balance | $4,831,798 |
| 10b5‑1 Planned Sales (Dec 31, 2025–Apr 30, 2026) | Up to 34,335 shares, price-conditioned |
Investment Implications
- Near-term selling pressure: The Rule 10b5‑1 plan authorizes sales of up to ~51.5% of Short’s beneficially owned shares over a defined window, potentially signaling diversification/tax planning and introducing measurable supply if price thresholds are met .
- Retention and alignment: Multi-year RSU/PSU grants, substantial unvested equity, strict ownership guidelines, and double-trigger CIC treatment suggest strong retention incentives and alignment; no hedging/pledging and enhanced clawbacks mitigate governance risk .
- Pay-for-performance linkage: Cash incentive outcomes tied to adjusted operating margin, volume, and MBOs with capped payouts, plus EPS-based PSUs, indicate high sensitivity to operating execution and earnings quality; investors should monitor cumulative EPS trajectories and margin discipline in forwarding under Short’s leadership .
- Change-of-control economics: In a CIC separation, Short’s severance plus accelerated equity (and bonus multiple) would be material; absence of tax gross-ups and “net best” cutback reduce shareholder-unfriendly optics but imply significant equity acceleration if a transaction occurs, which could affect executive behavior around M&A .