Daniel Wall
EXPEDITORS INTERNATIONAL OF WASHINGTONAbout Daniel Wall
Daniel R. Wall is President and CEO of Expeditors International of Washington, Inc., appointed unanimously by the Board in February 2025 and joined the Board as a non-independent director effective April 1, 2025; he is 56 and holds an Executive MBA from Seattle University, with credentials as a licensed U.S. Customs Broker and IATA/FIATA certified . He has over 38 years of international transportation and corporate leadership experience across account management, ocean services, global services, and global geographies . Early in his tenure as CEO, the company reported Q2 2025 EPS of $1.34 (+8% YoY) on $2.7B revenues (+9% YoY), and Q3 2025 EPS of $1.64 (+1% YoY) on $2.9B revenues (-4% YoY), with operating income trends of +11% in Q2 and -4% in Q3, respectively . Executive compensation is tied to operating income, EPS, and net revenues, with pay-for-performance alignment described in the proxy’s pay-versus-performance analysis .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Expeditors | District Manager | 1992 | Early operating leadership in network execution |
| Expeditors | Global Director – Account Management | 2002 | Deep customer/account management expertise |
| Expeditors | Vice President – ECMS (Order Management) | 2004 | Built order management capability |
| Expeditors | Senior Vice President – Ocean Services | 2004 | Led ocean services and carrier relationships |
| Expeditors | President, Global Products | 2015 | Oversaw product portfolio globally |
| Expeditors | President, Global Services | 2023 | Led global services operations |
| Expeditors | President, Global Geographies & Operations | 2024 | Directed global geographic operations |
| Expeditors | President & Chief Executive Officer; Director | 2025 | CEO with board service (non-independent) |
External Roles
No external public company board roles for Daniel Wall are disclosed in the proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $100,000 | $100,000 | $100,000 |
| Non-Equity Incentive Plan Compensation ($) | $5,113,284 | $2,907,495 | $3,319,233 |
| All Other Compensation ($) | $3,000 | $3,000 | $3,000 |
| Total ($) | $6,385,878 | $4,180,491 | $4,592,145 |
Notes: The company does not use thresholds/targets/maximums for the cash plan; payouts are derived from a pool capped at 10% of pre-bonus operating income, determined by allocation percentages and discretionary reductions by the Compensation Committee . No guaranteed bonuses; perquisites are limited to a $3,000 401(k) match .
Performance Compensation
Equity Grants (RSUs and PSUs)
| Grant Component | Grant Date | Threshold Shares | Target Shares | Maximum Shares | Closing Price | Grant Date Fair Value |
|---|---|---|---|---|---|---|
| PSU | 5/2/2024 | 2,546 | 5,091 | 10,182 | $114.90 | $584,956 |
| RSU | 5/2/2024 | — | 5,091 | — | $114.90 | $584,956 |
RSU vesting: 1/3 annually on each anniversary of the grant date; RSUs settle upon vesting in one share per unit (expected vest dates: May 2, 2025; May 2, 2026; May 2, 2027) . PSU vesting: at end of performance period based on Net Revenue and EPS performance; 3-year period ending 12/31/2026 for 2024 grant .
PSU Payout History
| PSU Grant Year | Performance Period End | Metrics Achieved | Payout % | Settlement Date |
|---|---|---|---|---|
| 2022 | 12/31/2024 | Threshold Net Revenue achieved; EPS below threshold | 13% | 2/21/2025 |
Stock Awards Vested in 2024
| Metric | FY 2024 |
|---|---|
| Shares Vested (RSU/PSU) | 6,221 |
| Value Realized on Vesting ($) | $707,844 |
Company has not granted stock options since 2016; Daniel Wall has no outstanding options .
Equity Ownership & Alignment
| Ownership Metric | 12/31/2024 | 3/11/2025 |
|---|---|---|
| RSU Unvested (Units) | 5,153 | — |
| PSU Target Unvested (Units) | 5,153 | — |
| Market Value of RSU Unvested ($) | $570,798 (at $110.77) | — |
| Market Value of PSU Target ($) | $570,798 (at $110.77) | — |
| Beneficial Ownership (Shares) | — | 72,348 |
| % of Shares Outstanding | — | <1% |
| Shares vesting within 60 days (RSU) | — | 5,450 |
- Executive stock ownership guidelines: CEO must hold stock equal to 60x base salary ($6,000,000); Presidents/CFO 20x base salary ($2,000,000). Must hold 75% of net after-tax shares from PSU/RSU until guideline achieved; RSUs count, PSUs/options excluded . As of 12/31/2024, all NEOs were in compliance with guidelines . Company policy prohibits hedging or pledging of company stock; no director or executive officer has pledged stock .
Employment Terms
| Scenario | Cash Severance | Equity Treatment | Other Terms |
|---|---|---|---|
| Involuntary Termination with Cause | $0; optional 6-month non-compete payment of 50% base salary ($50,000 for Wall) | Forfeiture per plan terms | “Cause” includes dishonesty, fraud, gross negligence, etc. |
| Voluntary Termination Including Retirement (if retirement-eligible) | $50,000 non-compete payment | RSUs vest; PSUs vest at end of performance period based on actual results | Retirement eligibility: age 55 + 10 years or 30 years service |
| Involuntary Termination without Cause | Lump sum equals 50% of base salary + 50% of preceding 12 months non-equity incentive comp; for Wall: $1,709,617 cash component plus RSU $1,179,479 and PSU $1,235,418 (as of 12/31/2024) | Certain RSUs/PSUs vest per plan; RSUs that would vest in next 12 months accelerate; prorated PSUs may vest at period end based on actual performance | Non-compete automatically extends an additional 6 months |
| Change in Control (no termination) | No cash; RSU/PSU continue or become replacement awards | Replacement awards; values for Wall: RSU $1,179,479, PSU $1,235,418 | Double-trigger vesting upon qualifying termination post-CIC |
| Qualifying Termination within 2 years after CIC with Replacement Awards | No cash; equity issuance within 60 days | RSU $1,179,479; PSU $1,235,418 (assumes target) | Qualifying termination defined as involuntary without cause or voluntary with Good Reason |
| Death or Disability | RSUs settle within 90 days; PSUs settle at target for retirement-eligible | RSUs full vest; PSUs based on plan | — |
- Clawback: Board adopted an Incentive Compensation Recovery policy in Nov 2023 compliant with SEC/NYSE rules; recoups incentive-based comp upon restatements for NEOs and senior executives .
- No tax gross-ups; no supplemental pensions; no hedging/pledging; minimal perquisites .
Board Governance
- Board service: Non-independent director since April 2025; only independent directors serve on committees; thus Wall is not a committee member . Independent Board Chair, with independent director-only sessions at each board meeting . The Board met five times in 2024; each director attended at least 75% of meetings; all attended the 2024 annual meeting .
- Compensation Committee: Independent directors Mark Emmert (Chair), Diane Gulyas, Brandon Pedersen; Committee met four times in 2024 and uses an independent compensation consultant .
- Dual-role implications: CEO-director with non-independence mitigated by independent chair and committees composed solely of independent directors .
Performance & Track Record
| Metric | Q2 2025 | Q3 2025 |
|---|---|---|
| Diluted EPS ($) | 1.34 (+8% YoY) | 1.64 (+1% YoY) |
| Revenues ($B) | 2.7 (+9% YoY) | 2.9 (-4% YoY) |
| Operating Income ($MM) | 248 (+11% YoY) | 288 (-4% YoY) |
| Net Earnings ($MM) | 184 (+5% YoY) | 222 (-3% YoY) |
| Airfreight Tonnage YoY | +7% | +4% |
| Ocean Container Volume YoY | +7% | -3% |
Strategic highlights under Wall: continued growth in airfreight and customs brokerage, positioning in technology verticals including AI infrastructure; fee-based services focus to balance product portfolio .
Compensation Structure Analysis
- Cash plan: Funded by 10% of pre-bonus operating income; allocations reduced across 2022–2024; quarterly payouts cut multiple times to align pay with growth; executives face a 5% payout reduction in quarters lacking >5% operating income growth .
- Equity mix: Committee increased equity share of total pay to 40–50% for executive promotions; PSU targets set annually for Net Revenue and EPS; 2024 PSU vesting from 2022 grant at 13% due to performance outcomes .
- Practices: Over 80% of CEO pay is at-risk; no guaranteed bonuses; no perqs beyond 401(k) match; clawback policy; no repricing; no hedging/pledging; double-trigger CIC vesting .
Equity Ownership & Alignment Signals
- Significant personal stake: 72,348 shares beneficially owned; <1% of outstanding; RSU/PSU unvested balances and values disclosed; shares pledged: none .
- Strong ownership guidelines and holding requirements: CEO 60x salary; Presidents 20x; must hold 75% of net shares until guideline reached; all NEOs compliant as of 12/31/2024 .
- Insider selling pressure mitigants: prohibition on hedging/pledging; 75% post-vesting hold; RSU 3-year vest schedule distributes realizations over time .
Employment Terms (Retention Risk, Transition)
- Non-compete: 6 months upon resignation/termination for cause for 50% base salary; extended additional 6 months if terminated without cause and severance paid .
- Severance economics: Without cause, 50% base + 50% of prior 12 months cash incentive; equity accelerations/eligibility as per plan; no cash severance on CIC; double-trigger equity vesting framework .
- Minimal perqs; no tax gross-ups; robust clawback coverage reduces misalignment risk .
Investment Implications
- High alignment to operating performance and EPS: cash incentives directly tied to operating income with structural payout reductions in low-growth quarters; PSU metrics on Net Revenue/EPS drive long-term alignment .
- Low guaranteed pay and strong ownership discipline: $100k base salary, higher equity mix, stringent ownership guidelines and 75% holding requirement limit near-term selling pressure and encourage long-term value creation .
- Governance mitigates dual-role risks: non-independent CEO on board offset by independent chair, independent-only committees, and executive-session practices; committees use independent consultant .
- Change-in-control risk contained: no cash CIC payments; double-trigger equity treatment reduces windfall risk; severance multiples are modest and formulaic, limiting pay inflation optics .
- Execution watch items: PSU outcomes sensitive to Net Revenue/EPS; continued variability in freight markets suggests pay outcomes will track operating performance; monitoring Form 4 activity and vesting events around May anniversaries is prudent for trading signals .