Paula Tolliver
C. H. ROBINSON WORLDWIDEAbout Paula Tolliver
Paula C. Tolliver is an independent director of C.H. Robinson, age 60, serving since October 2018; she is a member of the Audit Committee and has been designated an SEC “Audit Committee Financial Expert.” She brings 25+ years of enterprise technology leadership spanning CIO roles at Intel and Dow, with deep expertise in digital transformation, advanced analytics/AI, cybersecurity, and data governance; she holds a BBA in Business Information Systems and Computer Science from Ohio University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intel Corporation (Nasdaq: INTC) | Corporate Vice President & Chief Information Officer | 2016–2019 | Led global IT strategy, cybersecurity, digital transformation |
| The Dow Chemical Company (subsidiary of Dow Inc., NYSE: DOW) | Corporate VP, Business Services & CIO | 2012–2016 | Enterprise process transformations; global systems oversight |
| The Dow Chemical Company | Vice President, Procurement | 2006–2011 | Strategic sourcing and supply chain optimization |
| Dow AgroScience | CIO & Chief Digital Officer | 2000–2006 | Digital initiatives for agriscience operations |
| Dow (Europe) | Europe Information Services Director | 1996–2000 | Regional IT leadership and infrastructure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Invesco Ltd. (NYSE: IVZ) | Director | 2021–Present | Nomination & Corporate Governance, Compensation, and Audit Committees |
| Syniti | Director | 2020–2024 | Technology Committee oversight in data software/services |
| Tech Edge, LLC | Founder & Principal | 2020–Present | Technology consulting; digital/analytics advisory |
Board Governance
- Committee assignments: Member, Audit Committee (2024 meetings: 8); Audit chaired by Mark A. Goodburn; Tolliver designated an SEC audit financial expert; all Audit Committee members are independent under Nasdaq and SEC rules .
- Chair role: Chair, newly formed Technology & Innovation Subcommittee of the Audit Committee (focus on advanced analytics/AI, cybersecurity, data governance, tech investment alignment); subcommittee members include Gokey, Goodburn, Robbins .
- Independence: Board determined Tolliver is independent; overall, 11 of 12 current directors are independent; 9 of 10 nominees are independent .
- Attendance & engagement: Board held 5 meetings in 2024; each director attended at least 75% of Board and committee meetings; executive sessions of independent directors were held at each regularly scheduled Board meeting .
- Shareholder support: 2025 director election votes for “Paula C. Toliver” were 95,764,999 For, 174,844 Against, 141,394 Abstain; broker non-votes 10,658,443 .
Fixed Compensation
- Structure (2024 baseline): Annual cash retainer $110,000; annual equity award $175,000 in fully vested RSUs (settled after Board service); committee service fees: Audit chair $30,000/member $12,500; Governance chair $20,000/member $7,500; Talent & Compensation chair $20,000/member $7,500; Independent Chair additional cash retainer $100,000 .
- 2025 changes: Retainer ($110,000) and equity award ($175,000) unchanged; RSU timing shifts from quarterly to an annual grant at the Annual Meeting; Independent Chair cash retainer increases to $150,000; directors may elect retainers in cash, taxable shares, or immediately vested RSUs payable after service .
2024 Director Compensation (Paula C. Tolliver)
| Metric | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 130,000 |
| Stock Awards (RSUs, grant-date fair value per ASC 718) | 175,000 |
| Total | 305,000 |
| Aggregate Number of Shares Subject to Stock Awards Outstanding (as of 12/31/2024) | 14,016 |
Performance Compensation
Directors do not receive performance-based equity (no PSU metrics disclosed for directors). Equity grants are fully vested RSUs with settlement deferred until the director’s Board service concludes; awards are subject to the company’s clawback policies under the Amended and Restated 2022 Equity Incentive Plan (non-employee director annual grant-date fair value cap $500,000) .
Director Performance Components
| Component | Metrics/Terms |
|---|---|
| Annual Director Equity Award (RSUs) | Fully vested at grant; settlement deferred until end of Board service; no performance metrics; subject to clawback policies and annual cap of $500,000 grant-date fair value |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Invesco Ltd. | Director | Nominating & Corporate Governance; Compensation; Audit | No specific CHRW-related transactions noted in independence review; not among >5% CHRW holders disclosed (Vanguard, First Eagle, BlackRock, State Street) |
| Syniti | Director (former) | Technology Committee | Private company; no CHRW-related transactions disclosed |
| Tech Edge, LLC | Founder & Principal | — | Private consulting; related-party transactions reviewed/approved by Audit Committee per policy; none disclosed for Tolliver |
Expertise & Qualifications
- Audit Committee Financial Expert; extensive IT, cybersecurity, analytics/AI, and digital transformation leadership from Intel and Dow .
- Public board experience (Invesco) with multi-committee service (governance, compensation, audit), enhancing governance sophistication and risk oversight .
- Education: BBA in Business Information Systems & Computer Science (Ohio University) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (Shares) | 14,016 |
| % of Shares Outstanding | 0.01% (118,227,019 outstanding as of record date) |
| Vested vs Unvested Breakdown | Aggregate stock awards outstanding include fully vested RSUs; number shown (14,016) corresponds to RSUs counted in the director compensation table . |
| Ownership Guidelines | Directors must own ≥5× annual cash retainer within 5 years; company states all directors with ≥5 years on Board comply (Tolliver joined in 2018) . |
| Hedging/Pledging | Prohibited for covered persons, including directors, by insider trading policy . |
Governance Assessment
- Strengths: Independent director; Audit Committee Financial Expert; high shareholder support in 2025 election; chairs Technology & Innovation Subcommittee enhancing oversight of AI/cyber/data risks and tech investment alignment .
- Alignment: Director equity paid in RSUs with deferred settlement supports long-term alignment; robust stock ownership guidelines and anti-hedging/pledging policies; awards subject to clawback policies under the equity plan .
- Engagement: Board and committee attendance thresholds met; independent executive sessions each meeting; active committee structure and refreshment; Audit Committee met 8 times, TCC 9, Governance 5 in 2024 .
- Watch items: Personal stake is modest at 0.01%—typical for outside directors but monitor ongoing ownership relative to guideline (≥5× cash retainer); multiple commitments (CHRW + Invesco + Tech Edge) appear manageable now but monitor for overboarding risk if additional boards are added .
- No red flags observed: No related-party transactions disclosed for Tolliver; board’s independence review did not flag her relationships; insider policy bars hedging/pledging; director compensation reviewed with independent consultant (Semler Brossy) and adjusted timing without increasing grant values .
Say-on-Pay signal: 2025 advisory vote received 89,675,539 For vs 6,051,443 Against (strong support), and the Amended & Restated 2022 Equity Incentive Plan was approved (69,889,287 For) .