David Hackett
Senior Vice President and Chief Financial Officer at 
EXPEDITORS INTERNATIONAL OF WASHINGTON
EXPEDITORS INTERNATIONAL OF WASHINGTONExecutive
About David Hackett
David A. Hackett, 52, is Senior Vice President and Chief Financial Officer of Expeditors International of Washington (effective October 1, 2025). He joined Expeditors in May 2024 as Vice President, Finance, following nearly 16 years in senior finance roles at NIKE, Inc. and nine years in audit at KPMG; he is a CPA (Oregon, 1998) . EXPD’s pay-versus-performance disclosure highlights alignment of executive compensation with operating income, net income and TSR; for 2024, net income was $811.6 million and operating income $1,041.3 million, with 5-year TSR index value at 150.42 versus the Dow Jones Transportation Average at 156.33 . Hackett emphasizes strategy focused on “sustainable, profitable, and capital-efficient growth” and alignment of executive compensation to operating income and shareholder interests .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Expeditors International of Washington | Vice President, Finance | May 2024 – Sep 2025 | Integrated into finance operations, succession preparation for CFO; extensive field engagement across global network . |
| NIKE, Inc. | Corporate Leadership Team VP in finance/strategy; Controller North America; VP Global Treasury & Financial Risk | ~16 years pre-2024 | Led external reporting; treasury and financial risk management; senior corporate finance leadership . |
| KPMG | Senior Manager, Audit | ~9 years pre-NIKE | Led audit teams for large public clients in Pacific Northwest; public company audit leadership; CPA (OR) 1998 . |
External Roles
None disclosed in Company filings and press materials .
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | $100,000 | Per employment agreement (effective Oct 1, 2025) and 10-Q disclosure . |
| Benefits | Standard company benefits; travel expense reimbursement | Eligible for employer policies; reimbursements per agreement . |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout Determination | Vesting / Timing |
|---|---|---|---|---|---|---|
| Non-Equity Incentive (2008 Executive Incentive Compensation Plan) | U.S. GAAP Operating Income | Not disclosed | Not applicable (pool allocation, not fixed targets) | Not disclosed | Plan pool capped at 10% of pre-bonus operating income; individual payouts based on Committee allocation; payouts reduced by 5% if operating income does not grow >5% . | Reviewed/approved quarterly post-audit; cash payout . |
| PSUs (Amended 2017 Plan) | Net revenue and EPS (3-year performance) | Not disclosed | 3-year performance targets (e.g., ending Dec 31, 2026) | Not disclosed | Final shares = 0.5x to 2.0x target based on performance; converted to shares within 73 days post-period . | Cliff vest at end of 3-year performance period . |
| RSUs (Amended 2017 Plan) | Service-based | Not disclosed | N/A | N/A | N/A | Vest annually over three years; settled in shares . |
Program features: No guaranteed bonuses; majority of pay “at risk”; clawback policy applies; double-trigger vesting on change-in-control; no hedging/pledging by employees or directors .
Equity Ownership & Alignment
| Item | Amount | Detail |
|---|---|---|
| Common Shares (Direct) | 322.072 | Initial Statement of Beneficial Ownership (Form 3, event date 10/01/2025) . |
| RSUs | 284; 468 | As reported on Form 3 Table II; dividend equivalents 6.097 units . |
| 10b5-1 Arrangements | None adopted/terminated (Q3 2025) | Per 10-Q Item 5 Other Information . |
| Stock Ownership Guidelines (CFO) | 20x base salary ($2,000,000) | Must achieve within 5 years of promotion; RSUs count; PSUs and options excluded; must hold 75% of net after-tax vested shares until compliant; 50% held in common stock requirement; hedging/pledging prohibited . |
| Hedging/Pledging | Prohibited | Company Insider Trading Policy prohibits hedging/pledging and derivatives trading by employees/directors . |
Note: Hackett’s guideline compliance will be measured over 5 years post-appointment; initial holdings disclosed above; future RSU/PSU vesting and purchases will contribute .
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Effective Date | October 1, 2025 | Employment agreement (EX-10.25) and 10-Q . |
| Agreement Term | Commences Oct 1, 2025; ends at next annual Board meeting; auto-renews for 12-month terms upon re-election as executive officer | . |
| Compensation Structure | Base salary and incentive compensation set by Compensation Committee/Board | . |
| Severance | Benefits upon termination without cause or resignation, subject to release of claims | 10-Q summary . |
| Non-Compete | 6 months | . |
| Non-Solicit | 12 months | . |
| Arbitration | AAA employment rules; 3-arbitrator panel; Seattle, WA; majority vote decisions | . |
| Change-in-Control | Double-trigger vesting for unvested equity; replacement award mechanics defined in plan; no cash CIC payments under NEO employment agreements | Company policy and plan terms; CIC equity tables illustrate RSU/PSU replacement award treatment (for NEOs) . |
| Clawback | Incentive compensation subject to clawback policy | . |
| Related Parties | No arrangements/understandings; no family relationships; no Item 404(a) transactions | 8-K appointment disclosure . |
Performance & Track Record
- Q3 2025 narrative: Hackett highlighted “consistent profitability” and alignment of compensation with operating income and shareholder interests amid volatile ocean markets .
- Company performance context: 2024 Net Income $811.6 million; Operating Income $1,041.3 million; 5-year TSR value 150.42 vs DJTA 156.33—CAP (compensation actually paid) aligned with operating and net income trends .
- Executive compensation structure: Low fixed base salaries ($100,000), significant pay-at-risk, operating income-based cash plan, and PSU metrics in net revenue and EPS .
Compensation Structure Analysis
- High pay-for-performance design: Base salary intentionally far below market; majority at-risk through operating income-driven cash incentives and equity .
- No perquisites, no repricing, no tax gross-ups; double-trigger CIC; hedging/pledging prohibited—favorable governance signals .
- PSU framework retains 3-year horizon tied to net revenue and EPS; RSUs vest over 3 years—balanced mix of long-term and retention incentives .
Insider Transactions & Selling Pressure
- Form 3 filed October 3, 2025: Initial ownership reported; no Form 4 sales identified for Hackett through November 6, 2025 in available filings; Q3 2025 10-Q notes no adoption or termination of Rule 10b5-1/non-Rule 10b5-1 trading arrangements by directors/officers during the quarter .
Say-on-Pay & Shareholder Feedback
- 2025 proxy: Board recommends FOR Say-on-Pay; active shareholder engagement—53% shares outstanding engaged; governance meetings with holders of 49% of shares .
Equity Ownership & Change-of-Control Mechanics (Company Framework)
- CIC equity treatment: Replacement awards; double-trigger vesting for unvested RSUs/PSUs upon qualifying termination post-CIC; PSU issuance assumptions at target for timing .
- Security ownership disclosures show no pledging by directors/executives; governance policies reaffirm prohibitions .
Investment Implications
- Strong alignment: Hackett’s compensation will be predominantly variable and tied to operating income with long-dated equity, consistent with EXPD’s culture; governance features (clawback, double-trigger CIC, no hedging/pledging) reduce agency risk .
- Ownership build required: CFO guideline at 20x salary ($2,000,000) within five years will likely necessitate sustained accumulation/retention of shares; early filings show modest initial holdings—expect ongoing RSU/PSU accretion and possible open-market purchases to meet policy .
- Low fixed cash means sensitivity to cycle: Operating income-linked cash payouts can compress in downturns (with 5% growth threshold reductions), aligning with shareholder outcomes but potentially elevating retention risk versus peers with higher fixed pay; monitor future proxy for Hackett’s allocation percentage and PSU targets .
- Trading signals: No initial Form 4 sales by Hackett and no 10b5-1 plan adoption/termination in Q3 2025—neutral; watch upcoming vesting cycles and next DEF 14A for award disclosures to assess potential selling pressure tied to vesting .