Brandon Pedersen
EXPEDITORS INTERNATIONAL OF WASHINGTONAbout Brandon S. Pedersen
Independent Director since February 2022; age 58. Pedersen chairs Expeditors’ Audit Committee and is a member of the Compensation Committee; the Board has designated him an “audit committee financial expert.” He is an active Certified Public Accountant (Washington) with a decade as a public-company CFO and six years as controller/chief accounting officer, bringing deep finance, audit, and transportation-sector expertise. Education: BA in Business Administration (Accounting) and BA in Economics, University of Washington .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alaska Air Group, Inc. | EVP & Chief Financial Officer | 2010–2020 | Led capital allocation, M&A, internal audit, investor relations, IT oversight; substantial SEC reporting experience . |
| Alaska Air Group, Inc. | VP Finance & Controller | 2003–2010 | Corporate controller/chief accounting officer; SEC reporting and internal controls . |
| Big Four Public Accounting | Audit Partner | 2000–2003 | Public accounting experience, complex control environments and auditing standards . |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| trivago N.V. (NASDAQ: TRVG) | Director | Public | Current director . |
| Saltchuk Resources, Inc. | Director | Private | Board member of a privately held company in shipping, air freight, trucking, energy distribution, marine services . |
Board Governance
- Independence: One of seven independent director nominees; only independent directors serve on committees .
- Committee assignments and activity:
- Audit Committee: Chair; met 5 times in 2024. The Board determined Pedersen is an “audit committee financial expert” .
- Compensation Committee: Member; met 4 times in 2024 .
- The Board met 5 times in 2024; all directors attended at least 75% of Board/committee meetings and the 2024 Annual Meeting .
- Executive sessions: Independent directors convene sessions at each Board meeting .
- Director time commitments: Policy codified—independent directors may serve on no more than four public company boards (including EXPD); reviewed annually by the Nominating & Corporate Governance Committee .
- Oversight focus (Audit Committee): Active remediation oversight of material weaknesses in IT change management and logical access across key operational/accounting systems, including engagement of PwC US Consulting, monthly reporting, hiring qualified personnel, and evaluating third‑party software solutions; remediation timing not yet estimable due to system complexity .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Board Retainer (cash) | $125,000 | Standard non‑employee director cash retainer. |
| Audit Committee Chair Retainer (cash) | $30,000 | Committee chair premium. |
| Total Fees Earned or Paid in Cash (Pedersen) | $155,000 | $125,000 + $30,000 chair. |
| Restricted Stock (grant-date fair value) | $199,926 | Restricted shares; vested immediately upon award. |
| Total 2024 Director Compensation (Pedersen) | $354,926 | Cash + stock. |
| 2025 Retainer Changes (policy) | Board retainer to $140,000; Audit Chair to $35,000 | Effective beginning in 2025. |
Performance Compensation
- No performance-based compensation disclosed for directors; equity for directors is granted as restricted stock and vests immediately upon award (no PSUs/options for directors in 2024) .
| Equity Award Type | Vesting | 2024 Grant Value (Pedersen) |
|---|---|---|
| Restricted Stock | Immediate vest at grant | $199,926 |
No option awards, non‑equity incentive plan compensation, or performance metrics apply to non‑employee director pay in 2024 .
Other Directorships & Interlocks
| Company | Sector Overlap | Potential Interlock/Conflict Disclosure |
|---|---|---|
| trivago N.V. | Online travel | No related‑party transaction disclosed involving Pedersen . |
| Saltchuk Resources, Inc. | Logistics/transport | No related‑party transaction disclosed involving Pedersen . |
- Related‑party transactions: The proxy discloses a family relationship for a different executive (Blake Bell/Quentin Bell) but no transactions or relationships involving Pedersen; Audit Committee oversees approval of any related‑person transactions per policy .
Expertise & Qualifications
- Audit Committee financial expert; active CPA (Washington) .
- 10 years as public‑company CFO; 6 years as controller/chief accounting officer; SEC reporting, internal audit, investor relations, IT oversight .
- Transportation sector: 15 years in commercial airline industry; board experience in shipping/air freight/trucking .
- Public accounting/auditing standards; complex internal control environments .
- Education: BA Accounting and BA Economics, University of Washington .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Percent of Class | Notes |
|---|---|---|---|
| Brandon S. Pedersen | 5,454 | <1% (*) | As of March 11, 2025. No director/executive pledging; hedging/pledging prohibited by policy . |
- Director stock ownership requirement: Each director must retain a minimum of 5x the cash Board retainer in Company stock within five years of joining the Board; Nominating & Corporate Governance Committee monitors compliance .
- Insider trading policy: Prohibits hedging or pledging of Company stock by directors/employees .
Governance Assessment
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Strengths
- Financial oversight: Audit Committee Chair and designated financial expert; active oversight of material weaknesses with structured remediation, external consulting support, and monthly cadence—indicative of engaged governance during a complex IT controls refresh .
- Independence and engagement: Independent director; independent-only committees; board met 5 times; directors met attendance thresholds and held executive sessions of independent directors at every meeting .
- Ownership alignment: Cash + stock compensation with director stock ownership requirements; immediate vesting of restricted stock aligns compensation to equity exposure, with hedging/pledging prohibited .
- Time-commitment transparency: Public cap on external boards and annual compliance reviews by the Nominating & Corporate Governance Committee .
- Shareholder signals: Say‑on‑pay supported by 81% in 2024 and by an average of 89% over the past five years, reflecting investor acceptance of compensation governance structure .
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Risks and RED FLAGS
- Material weaknesses in IT change management/logical access remain unresolved with no firm remediation date due to system complexity—ongoing control risk demanding continued attention from the Audit Committee and management. RED FLAG: persistent material weaknesses across multiple years .
- Director equity awards vest immediately (no holding period beyond ownership guidelines), limiting long-dated performance linkage in director pay; however, stock ownership requirements partially mitigate this .
- No related‑party transactions disclosed for Pedersen; continue monitoring external roles (trivago, Saltchuk) for potential customer/supplier relationships, though none are disclosed at present .
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Outlook for Board effectiveness
- Continued monthly reporting and external assistance (PwC US Consulting) suggest robust audit committee process; effectiveness will hinge on timely remediation milestones and sustainable control design/implementation across legacy and current systems .
- Director time‑commitment policy and independent governance practices support ongoing board capacity and oversight quality .