Blake Bell

About Blake Bell

Blake R. Bell is President – Global Business Development at Expeditors; he joined the company in September 1995 and progressed through operations and global product leadership roles before taking his current post in Q1 2024 (previously President – Global Products from February 17, 2023 and President – Global Services effective January 1, 2024) . Age and formal education are not disclosed. Company performance context: over the last decade operating income rose from $721M to $1,041M and EPS from $2.40 to $5.72, and in 2024 CAP/pay moved broadly in line with operating income, net income and TSR, reflecting Expeditors’ pay-for-performance design . Stock ownership guidelines require Presidents to hold stock worth 20x base salary ($2,000,000) within five years; all NEOs, including Bell, were in compliance as of year-end 2024 .

Past Roles

External Roles

Not disclosed.

Fixed Compensation

Performance Compensation

Expeditors’ NEO variable pay comprises quarterly cash tied to U.S. GAAP operating income via the 2008 Executive Incentive Compensation Plan and annual RSUs/PSUs; PSU vesting depends on 3-year Net Revenues and EPS goals (25%/75% weighting) .

Incentive Pool Allocation for Bell’s Roles

Committee actions reduced allocations and quarterly payouts (e.g., 15–20% payout reductions in 2H22; -5% payout in quarters without ≥5% YoY operating income growth), and shifted compensation mix toward equity (target 40–50% for newly promoted Presidents Bell and Blacker) .

PSU Structure and 2022 PSU Outcome (Performance Period: CY2024)

Notes: RSUs vest 1/3 annually on the grant anniversary; PSUs vest after performance period based on achievement; retirement eligibility accelerates RSUs and leaves PSUs to vest based on actuals—Bell is not retirement-eligible .

2024 Equity Awards

Vesting schedule details: RSUs from May 2, 2024 grant vest one-third on May 2, 2025/2026/2027; PSUs vest after the 3-year performance period (for the 2024 grant, performance through Dec 31, 2026; settlement within 73 days) .

Equity Ownership & Alignment

Beneficial Ownership and Near-term Vesting

No Director or Executive Officer has pledged company stock; policy prohibits hedging/pledging .

Unvested RSU/PSU and Options at Year-end

Ownership Policy and Compliance

• Executives must hold 75% of net after-tax shares from RSU/PSU vesting until ownership guidelines are met; Presidents must own $2,000,000 in stock within five years; all NEOs were in compliance at 12/31/2024 .

Employment Terms

Multi-year Compensation

Notes: Base salaries <3% of total; “at-risk” compensation ≥75% in 2024; equity mix increased for newly promoted Presidents with target 40–50% of total .

Company Performance Context (for pay-for-performance assessment)

Say-on-Pay support averaged 89% over five years; 2024 approval was 81% .

Compensation Structure Analysis

• Significant shift toward equity for Presidents (40–50% of total) increases long-term alignment and retention via unvested RSU/PSU balances; concurrent reductions in cash incentive allocations/payouts temper compensation volatility and broaden the talent bench .
• Incentive plan ties 100% of variable cash to GAAP operating income with explicit loss-recovery provisions and -5% payout adjustments if operating income growth <5%, discouraging risk-taking and discretionary awards .
• No options re-pricing; no supplemental pensions; perquisites minimal; no tax gross-ups; hedging/pledging prohibited—strong governance posture .

Related Party Transactions

• Quentin Bell, Blake’s brother, is Seattle District Manager; total compensation $536,896 in 2024; prior year disclosure noted similar relationship; all related person transactions subject to Audit Committee approval policy .

Risk Indicators & Red Flags

• Material weaknesses in IT controls remain under remediation (Audit Committee oversight, external consulting support); although not specific to Bell, this is a company-level control risk that can affect PSU outcomes tied to EPS/net revenue reporting .
• No hedging/pledging, no option repricing, and strong clawback policy mitigate governance risk .

Compensation Peer Group and Consultant

• Committee uses limited proxy benchmarking across listed transport/logistics peers and engages Meridian Compensation Partners as independent advisor; assessed as independent by the Committee .

Equity Ownership Guidelines Compliance

• Presidents required to hold $2,000,000 in company stock; executives must retain 75% of net after-tax shares until guideline met; all NEOs in compliance at 12/31/2024 .

Employment Terms Summary Table (Severance/CIC Economics for Bell as of 12/31/2024)

Investment Implications

• Alignment: Heavy reliance on operating-income-based cash incentives plus sizable unvested RSU/PSU and strict ownership/retention policies align Bell with shareholder outcomes; hedging/pledging prohibitions and clawback enhance governance .
• Retention: Bell is not retirement-eligible and holds meaningful unvested RSU/PSU; option grant expiring May 3, 2026 is materially in-the-money at 12/31/2024 prices—together these create retention and potential selling pressure around vest/expiry windows .
• Pay discipline: Committee’s reductions to allocation percentages/payouts and equity mix increase demonstrate active pay discipline; equity weight shift to 40–50% for newly promoted Presidents should curb cash comp inflation while reinforcing long-term value creation .
• Company control risk: Ongoing IT control remediation is a factor for EPS-linked PSU realization; monitoring progress is prudent as PSU payouts are sensitive to reported EPS .