Robert Chambers
About Robert Chambers
Robert S. “Rob” Chambers, 43, is Chief Executive Officer and Director of Americold (NYSE: COLD), effective September 1, 2025; he is a CPA with a Master of Accounting and B.B.A. from Stetson University . Before becoming CEO, he served as President (June–Aug 2025) and President, Americas (Jan 2024–Jun 2025) after rejoining Americold in 2020; prior roles include CFO at Saia LTL Freight, senior finance roles at CEVA Logistics, and KPMG audit/advisory management . Under Americold’s latest disclosures, 2024 performance improved meaningfully: AFFO/share grew ~16%, Same Store Warehouse NOI rose ~11%, and Core EBITDA increased ~10.8% (with Same Store Warehouse Services NOI +$124.8M) . Long-term incentives are tied to 3-year relative TSR vs the MSCI U.S. REIT Index; the 2021–2023 PSU cycle paid at 56% of target, signaling underperformance on that period’s TSR metric .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Americold | Chief Executive Officer and Director | Sep 2025–present | CEO with board seat; succession from prior CEO; terms set via 8/25/25 offer letter . |
| Americold | President | Jun 2025–Aug 2025 | Oversaw global operations across commercial, engineering, development, IT, CX, and supply chain innovation . |
| Americold | President, Americas | Jan 2024–Jun 2025 | Led Americas regional P&L; AIP tied to Company and Americas EBITDA . |
| Americold | EVP & Chief Commercial Officer | Jan 2020–Jan 2024 | Drove commercial practices, fixed commitments, and pricing initiatives supporting margin expansion . |
| Americold | VP, Commercial Finance | Sep 2013–Apr 2019 | Commercial finance leadership supporting growth and pricing . |
| Saia LTL Freight | Chief Financial Officer | May 2019–Jan 2020 | Public-company CFO experience (NASDAQ: SAIA) . |
| CEVA Logistics | Senior Director of Finance | 2010–2013 | Regional finance leadership in logistics . |
| KPMG | Audit & Advisory Manager | Pre-2010 | Public accounting, audit and advisory credentials (CPA) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Global Cold Chain Alliance | Director | Current | Industry-body board service . |
| Stetson University School of Business | Director | Current | Academic board service (alma mater) . |
Fixed Compensation
| Metric | 2023 (EVP/CCO) | 2024 (President, Americas) | 2025 (CEO, effective 9/1) |
|---|---|---|---|
| Base Salary (USD) | $500,000 (raised from $425,000 during 2023) | $550,000 (10% raise) | $1,000,000 (CEO offer) |
| Target Bonus % of Salary | 86.9% blended in 2023 | 90% | 160% (AIP target; prorated in FY25) |
| Actual AIP Bonus (USD) | $519,383 (124.5% of target) | $537,033 (108.5% of target) | N/A (CEO effective 9/1/25) |
| Annual Equity Target Value | $1,100,000 | $1,100,000 | Anticipated 2026 CEO grant target $3,750,000 (committee approval required) |
| One-time CEO RSU | — | — | $575,000 time-based RSU vesting ratably over 3 years from 9/1/25 |
Performance Compensation
Annual Incentive Plan (AIP) – Design and 2024 Outcomes
| Component | Design | 2024 Outcome (President, Americas) |
|---|---|---|
| Financial metric weighting | 75% Core EBITDA (with role-based regional EBITDA for Americas/International) | Chambers: 40% Company Core EBITDA; 35% Americas EBITDA |
| Individual objectives | 25% (binary objectives, separately funded) | Paid with multiplier linked to Core EBITDA achievement |
| Performance ranges | Threshold 85% of target; Max 115% of target; Payout 50%–175% of target | Company Core EBITDA achieved 101.9% (adj.), payout 109.7%; Americas EBITDA 101.3%, payout 106.3% |
| 2024 AIP result (Chambers) | Target $495,000 | Total payout $537,033 (108.5% of target) |
Long-Term Incentive (LTI) – Structure and Grants
- Structure: 40% time-based (3-year ratable vest), 60% performance-based (3-year relative TSR vs MSCI U.S. REIT; 0–200% payout, capped at target if absolute TSR is negative) .
- TSR calibration: Threshold 25th pct = 50% payout; Target 50th pct = 100%; 75th pct = 200% .
| Grant | Grant Date | Total Units | Time-Based Units | Performance Units | Performance Period |
|---|---|---|---|---|---|
| 2024 NEO grant (as President, Americas) | Mar 8, 2024 | 41,857 | 16,743 | 25,114 | Jan 1, 2024–Dec 31, 2026 |
| 2023 NEO grant (as EVP/CCO) | Mar 8, 2023 | 37,050 | 14,820 | 22,230 | Jan 1, 2023–Dec 31, 2025 |
| CEO sign-on RSU (time-based) | Sep 1, 2025 (expected) | — | $575,000 value | — | Vests ratably over 3 years |
2021–2023 PSU cycle paid 56% of target on relative TSR results (vested 1/8/24), underscoring below-median TSR for that period .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Apr 1, 2024) | 59,261 shares/units beneficially owned (vested OP Units convertible and shares) . |
| Beneficial ownership (Apr 1, 2025) | 74,329 shares/units beneficially owned (vested OP Units convertible) . |
| Shares outstanding reference | 284,034,111 (record date 3/22/24) ; 284,719,592 (record date 3/21/25) . |
| Ownership as % of SO | ~0.02% (2024) and ~0.03% (2025), based on above holdings and shares outstanding . |
| Executive stock ownership guidelines | CEO: 6x base salary; EVPs: 3x base salary . |
| Hedging/pledging | Prohibited for executives and directors . |
| Unvested equity and vesting cadence | Time-based awards vest 1/3 annually; PSUs vest at end of 3-year cycle; 2023 and 2024 grants vest on or about each Mar 8 through 2026; CEO sign-on RSU vests on anniversaries of 9/1/25 for 3 years . |
Note: Ownership percentages are computed from reported beneficial holdings and shares outstanding on the applicable record dates .
Employment Terms
| Scenario | Key Economics |
|---|---|
| Termination without Cause / for Good Reason (non-CIC) | For executives like Chambers: 12 months of (base + target bonus), prorated AIP (if applicable), 12 months COBRA paid by company, next scheduled time-based tranche vests, PSUs prorated to end of cycle based on actual performance . |
| Change in Control (double trigger within 24 months) | CEO: 2.5x (comp + target bonus) plus 18 months COBRA; others incl. Chambers: 1.5x (base + target bonus) plus 12 months COBRA; all unvested equity vests at target; outplacement included . |
| Illustrative CIC payout values (12/31/24 stock price $21.40) | Chambers: $2.0625M cash, $2.812M equity acceleration, $46,391 benefits; total ~$4.921M . |
| Clawback | NYSE-compliant clawback adopted Oct 1, 2023; recovery of erroneously awarded incentive comp upon restatements . |
| Restrictive covenants | Non-compete, non-solicit, confidentiality, non-disparagement; severance contingent on compliance . |
| Tax gross-ups | None on severance/CIC payments (shareholder-friendly) . |
Board Governance
- Role and independence: Chambers is CEO and Director; the Board’s Chair (Mark Patterson) is independent, and roles of CEO and Chair are separated . All standing committees (Audit, Compensation, Nominating & Governance, Investment) are fully independent . Employee directors (including CEO) receive no director fees . Independent directors meet in regular executive sessions; directors met >75% attendance in 2024 .
- Committee roles: As CEO-director, Chambers does not serve on independent committees; committee chairs and membership are disclosed (all independent) .
Performance & Track Record
- Operating performance (2024): AFFO/share grew ~16%, Same Store Warehouse NOI +~11%; Core EBITDA +10.8%; Same Store Warehouse Services NOI +$124.8M, reflecting pricing, fixed commitments, and productivity . In 2023, Core EBITDA grew 14.5% .
- Strategic execution: Development pipeline $500M+ and strategic partnerships with DP World and CPKC; Kansas City flagship and Dubai Jebel Ali projects advancing .
- TSR incentive realization: 2021–2023 PSU payout at 56% of target indicates relative TSR underperformance for that cycle .
Compensation Committee, Peer Benchmarking, and Say‑on‑Pay
- Committee and advisor: Compensation Committee is fully independent and advised by Meridian Compensation Partners (independent consultant) .
- Peer group: Mix of REITs and operators (e.g., Rexford, EastGroup, STAG, GXO Logistics, Saia, Old Dominion, US Foods), used for benchmarking target opportunities .
- Say-on-pay: Strong shareholder support; over 89% approval at the latest annual meetings (2024 and 2025) .
Related Party, Risk, and Compliance
- Related party transactions: None reported for Chambers under Item 404(a) .
- Hedging/pledging banned; clawback in place; no CIC tax gross-ups; robust ownership guidelines .
- Legal proceedings: No material proceedings involving directors/officers disclosed .
Investment Implications
- Pay-for-performance alignment: Chambers’ AIP emphasizes Core EBITDA (and Americas EBITDA historically), with capped payouts and clawback; LTI is majority PSU with 3‑year relative TSR, aligning upside to sustained shareholder returns . The recent 56% PSU payout underscores discipline when TSR lags .
- Retention vs. selling pressure: Upcoming vesting from 2023 and 2024 grants (annual tranches around March 8) and a 3‑year sign‑on RSU beginning 9/1/25 create scheduled supply windows; anti‑hedging/pledging, ownership guidelines (CEO 6x salary), and role elevation support alignment and retention .
- Change-of-control economics: Double-trigger structure with 1.5x (base+bonus) for Chambers (and full vesting at target) is moderate by REIT standards; not overly dilutive, but provides clear retention in strategic scenarios .
- Governance quality: Separated Chair/CEO roles, fully independent committees, strong say-on-pay support, and clawback framework reduce governance risk, a positive for long-only holders and event-driven investors alike .
Sources: CEO appointment and biography ; CEO certifications and role listing ; CEO offer letter economics ; compensation design and outcomes ; ownership and guidelines ; severance/CIC ; governance ; related party ; performance and strategy ; say‑on‑pay and peers .