Timothy Gokey
C. H. ROBINSON WORLDWIDEAbout Timothy C. Gokey
Timothy C. Gokey, 63, is an independent director of C.H. Robinson, serving since October 2017. He sits on the Audit Committee and the Talent & Compensation Committee and has been designated an “Audit Committee Financial Expert.” Externally, he is the Chief Executive Officer and a director of Broadridge Financial Solutions; he holds a Doctorate from the University of Oxford and a Bachelor’s from Princeton University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C.H. Robinson (CHRW) | Director (Independent) | 2017–present | Audit Committee; Talent & Compensation Committee; Audit Committee Financial Expert |
| Broadridge Financial Solutions (BR) | CEO; Director; prior President; COO; Chief Corporate Development Officer | 2010–present (various roles) | Oversight of technology and M&A execution; current CEO and director |
| H&R Block | President, Retail Tax | 2004–2009 | Led retail tax operations |
| McKinsey & Company | Partner | 1986–2004 | Strategy, growth, and operational transformation |
External Roles
| Organization | Role | Public/Non‑profit | Notes |
|---|---|---|---|
| Broadridge Financial Solutions (NYSE: BR) | Director | Public | Also CEO |
| Partnership for New York City | Director | Non‑profit | Governance and civic engagement |
| U.S. Rowing Foundation | Director | Non‑profit | Board service |
| Northwell Cancer Advisory Board | Member | Non‑profit | Advisory role |
Board Governance
-
Committee assignments
- Audit Committee member; the Committee met 8 times in 2024; all members are independent and designated financial experts .
- Talent & Compensation Committee member; the Committee met 9 times in 2024; all members are independent .
- Member, Technology & Innovation Subcommittee of the Audit Committee (established 2025; chaired by Paula Tolliver) .
-
Independence, attendance, board structure
- The Board determined Mr. Gokey is independent. It reviewed ordinary‑course services between CHRW and Broadridge (his employer); payments were less than 1% of either company’s revenues/operations over the last three fiscal years, and independence was affirmed .
- In 2024, the Board held 5 meetings and each director attended at least 75% of Board and relevant committee meetings; independent director executive sessions were held at each regularly scheduled Board meeting .
- Board leadership is separated (Independent Chair: Jodee A. Kozlak); independent committees; new Tech & Innovation Subcommittee added in 2025 to enhance oversight of technology/cyber .
Fixed Compensation
| Item | 2024 Amount/Structure | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $130,000 | Includes committee retainers; Mr. Gokey elected to receive certain fees in RSUs (fn 8) |
| Stock Awards (RSUs) | $175,000 | Fully vested RSUs; settled after end of Board service |
| Total 2024 Director Compensation | $305,000 | Sum of cash and equity |
| Committee Member Fees | Audit: $12,500; Governance: $7,500; Talent & Compensation: $7,500 | Chair fees higher; Independent Chair additional $100,000 cash retainer in 2024 |
| Stock Ownership Guideline | 5x annual cash retainer within 5 years | All directors with 5+ years are in compliance |
Changes effective 2025:
- Annual cash retainer remains $110,000; annual equity award remains $175,000; RSU timing shifts to an annual grant at the Annual Meeting. Independent Chair’s cash retainer increases to $150,000; committee fees unchanged .
Performance Compensation
- Non‑employee directors do not receive performance‑based compensation. Equity is delivered as fully vested RSUs (settled after service ends), not PSUs or options; no director‑level performance metrics apply .
Other Directorships & Interlocks
| Company | Relationship to CHRW | Independence/Materiality |
|---|---|---|
| Broadridge Financial Solutions (BR) | CHRW obtained services from Broadridge (Gokey’s employer) in ordinary course | Payments were <1% of either company’s revenues/operations in the last three fiscal years; Board deemed Mr. Gokey independent |
- Related‑party transaction oversight resides with the Audit Committee pursuant to a written policy that reviews purpose, terms, and significance of any related‑party dealings .
Expertise & Qualifications
- Audit Committee Financial Expert; deep finance and technology oversight experience as CEO of Broadridge and through prior COO/President roles, with significant M&A and growth execution background .
- Technology and digital strategy governance: serves on the Technology & Innovation Subcommittee (AI, cybersecurity, data governance oversight) .
- Education: Doctorate in Finance; BA/MA in PPE (University of Oxford); BA in Public Affairs and Management Engineering (Princeton University) .
Equity Ownership
| Metric | Amount | Date/Context |
|---|---|---|
| Beneficial Ownership (shares) | 22,168 (0.02% of outstanding) | As of March 12, 2025 (ownership table) |
| Aggregate Shares Subject to Stock Awards Outstanding | 22,168 | As of Dec 31, 2024 (director comp table) |
| Ownership Guideline | 5x annual cash retainer; 5‑year compliance window | All directors with ≥5 years on Board are compliant (includes Mr. Gokey) |
| Hedging/Pledging | Prohibited by policy | Insider trading policy and governance highlights |
Insider trades and deferrals
| Date | Transaction | Quantity | Structure/Notes | Post‑Transaction Holding |
|---|---|---|---|---|
| Sep 30, 2025 | Acquisition of phantom shares/RSUs in lieu of quarterly cash retainer | 256 | Immediately vested RSUs; payable in shares per elected post‑service schedule | 25,413 shares beneficially owned directly after transaction |
Governance Assessment
-
Strengths
- Independence affirmed despite ordinary‑course services between CHRW and Broadridge; payments below materiality thresholds; oversight via Audit Committee related‑party policy .
- Strong financial and technology oversight credentials; designated Audit Committee Financial Expert; member of Tech & Innovation Subcommittee focused on AI/cyber/data governance .
- Engagement and attendance: Board met 5 times in 2024; all directors met ≥75% attendance; committees active (Audit 8; TCC 9; Governance 5) .
- Alignment: Director equity in fully vested RSUs with settlement deferred until service ends; ability to elect RSUs in lieu of cash (used by Mr. Gokey), signaling long‑term alignment .
- Ownership policy: 5x retainer guideline; all 5+ year directors in compliance; hedging/pledging prohibited .
-
Watch‑items/Red Flags
- Potential interlock risk due to Broadridge employment mitigated by low materiality (<1% revenues) and formal independence determination; continue monitoring any expansion of CHRW–Broadridge commercial ties .
- Say‑on‑pay (executive) support was 86% in 2024; while not director‑specific, continued alignment with shareholder feedback remains important .
-
Program enhancements supportive of investor confidence
- Supplemental clawback policy implemented in 2025 (beyond Dodd‑Frank), reinforcing culture and accountability; equity plan accommodates compensation recovery .
- Double‑trigger design features for equity awards and robust change‑in‑control governance for awards (company‑wide) strengthen risk alignment .