Glenn Alger
EXPEDITORS INTERNATIONAL OF WASHINGTONAbout Glenn M. Alger
Glenn M. Alger, 68, has served on Expeditors’ Board since May 2017. A company founder and long‑term shareholder, he is designated non‑independent; his background spans 30+ years in global logistics with 20+ years in strategy and operations as a senior executive at a public company, contributing direct experience building Expeditors from a startup to an industry leader . The Board met five times in 2024 and each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Expeditors International of Washington, Inc. | Founder; senior executive; long-term shareholder | Over 20 years in strategy and operations at a public company | Direct experience building the Company from startup to global leader; industry expertise in customer markets, strategy, competition, and organization |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company boards listed for Alger in the nominee table |
Board Governance
- Independence: Non‑independent; only independent directors serve on Board committees, so Alger has no committee assignments .
- 2024 Board activity: Board met five times; each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting .
- Committee structure: Three standing committees (Nominating & Corporate Governance, Compensation, Audit) composed solely of independent directors; independent Board Chair .
- Director time commitment policy: Independent directors may serve on no more than four public company boards (including Expeditors); the CEO may serve on only one outside public company board; compliance is reviewed by the Nominating & Corporate Governance Committee .
- Majority vote standard and resignation policy: Uncontested elections require majority of votes cast; incumbents not receiving a majority must resign immediately under Board policy .
- Director stock ownership policy: Minimum of 5x cash Board retainer to be accumulated within five years; Nominating & Corporate Governance Committee monitors compliance .
- No hedging/pledging: Company’s Insider Trading Policy prohibits hedging or pledging by directors and employees .
Fixed Compensation
| Component | Amount | Timing/Terms |
|---|---|---|
| Annual cash retainer (2024) | $125,000 | Standard director cash retainer |
| Annual equity grant (RSU) (2024) | $199,926 | Restricted shares under Amended 2017 Plan; vested immediately upon award |
| Total 2024 director compensation | $324,926 | Cash + stock for 2024 |
| 2025 retainer change | Cash retainer increased to $140,000 (Chair $190,000; Audit Chair $35,000) | Effective 2025 |
The director equity grants in 2024 vested immediately, indicating no time‑based overhang for those awards .
Performance Compensation
- No performance‑based director compensation is disclosed; director equity grants are restricted stock that vested immediately upon award (no PSUs or options for directors in 2024) .
Other Directorships & Interlocks
| Company | Role | Committee assignments | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | Nominee table shows no other public company directorships for Alger; no interlocks indicated |
Expertise & Qualifications
- Founder/operator perspective with more than 30 years in business development, management, and senior leadership in global logistics; deep understanding of Expeditors’ operations and industry dynamics .
- Contributions include customer market insight, strategy, competition, and organizational expertise; 20+ years as a senior executive in a public company .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Ownership Structure | Pledging/Hedging |
|---|---|---|---|---|
| Glenn M. Alger | 365,049 | <1% | All shares held in two trusts for which Alger and family maintain voting and dispositive authority | No director or executive officer has pledged Company stock; hedging/pledging prohibited by policy |
Governance Assessment
- Strengths: Founder‑level operational experience; significant beneficial ownership aligning interests with shareholders; strong Board governance framework (independent Chair; committees fully independent; majority vote standard; robust director ownership requirements; no hedging/pledging) .
- Risks/RED FLAGS: Non‑independent status limits committee participation (no committee roles), potentially reducing direct involvement in audit/compensation oversight; however, Board maintains independent committee composition mitigating this risk . No related‑party transactions disclosed for Alger; Company notes one officer’s family relationship elsewhere (not involving Alger) .
- Company‑level governance context: Audit Committee oversight continues on material weaknesses in IT‑related internal controls over financial reporting (2022–2024), with remediation underway and external consultants engaged; timeline to full remediation not yet estimable—an ongoing governance and controls risk to monitor .
- Shareholder sentiment signals: 2024 Say‑on‑Pay passed with 81% support; five‑year average support ~89% (non‑binding) . Shareholder engagement covered 53% of shares outstanding; director time commitment policy codified in response to investor feedback .