James DuBois
EXPEDITORS INTERNATIONAL OF WASHINGTONAbout James DuBois
James M. “Jim” DuBois (61) is an independent director of Expeditors International of Washington (EXPD) since 2016, serving on the Audit Committee and recognized by the board as its cybersecurity and information technology expert. He holds dual bachelor’s degrees in Computer Science and Business Administration from the University of Washington, and previously served at Microsoft as Chief Information Security Officer (2006–2009) and Chief Information Officer (2013–2017) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft | Chief Information Security Officer (CISO) | 2006–2009 | Led cyber risk framework; reported later to CIO; global threat oversight |
| Microsoft | Chief Information Officer (CIO) | 2013–2017 | Enterprise IT leadership; digital transformation; CISO reported to DuBois 2009–2017 |
| Microsoft | International regional leadership | — | Ran regional teams in Asia and Europe; cross-border operations experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Multiple private equity–owned B2B technology companies | Board member, Board chair | — | Audit/Comp/NGC experience; technical oversight of cybersecurity and digital transformation |
| Multiple B2B technology startups | Technical advisor and board member | — | Product/security guidance; AI and digital transformation thought leadership |
Board Governance
- Independence and tenure: Independent director since 2016; only independent directors serve on board committees .
- Committees: Audit Committee member; board-designated cybersecurity/IT expert. Audit Committee (Chair: Brandon Pedersen; members: DuBois, Olivia Polius) oversaw remediation of material weaknesses in IT change management and logical access in 2024–2025, engaging PwC Consulting for remediation support .
- Attendance: Board met five times in 2024; each director attended at least 75% of board and committee meetings; all directors attended the 2024 Annual Meeting .
- Time-commitment policy: Independent directors may serve on no more than four public company boards (including EXPD); CEO may serve on only one outside public company board; the Nominating & Corporate Governance Committee monitors compliance annually .
- Governance controls: Independent chair, annual board/committee self-evaluations, director stock ownership requirements, and prohibition on hedging/pledging of company stock for directors and employees .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Board cash retainer (program level) | $125,000 | $125,000 | Increased effective 2025 to $140,000 |
| Annual stock award (program level) | $200,000 | $200,000 | Restricted stock; immediate vesting upon grant |
| Committee chair fees (program level) | Audit Chair $30,000; Comp/NGC Chair $25,000 | Audit Chair $30,000; Comp/NGC Chair $25,000 | Increased effective 2025: Audit Chair $35,000; Board Chair $190,000 |
Director-specific 2024 compensation:
| Name | Fees Earned (Cash) | Stock Awards | Total |
|---|---|---|---|
| James M. DuBois | $125,000 | $199,926 | $324,926 |
Stock ownership requirement for directors: Minimum of 5x cash board retainer to be accumulated within five years of joining the board .
Performance Compensation
| Feature | Details | Notes |
|---|---|---|
| Performance-based metrics for directors | None | Director equity is time-based restricted stock; vests immediately at grant; no options or PSUs for directors |
| Vesting terms | Restricted shares vest immediately upon award | Awarded under Amended & Restated 2017 Omnibus Incentive Plan |
| Ownership alignment | 5x cash retainer stock ownership guideline; hedging/pledging prohibited | NCGC monitors compliance; annual certification of Code of Conduct |
Other Directorships & Interlocks
| Category | Current | Notes |
|---|---|---|
| Other public company boards | None disclosed | “Other Public Company Boards” column is blank for DuBois in 2024–2025 slates |
| Private/nonprofit boards | Multiple PE-owned B2B tech boards; B2B tech startups (advisor) | Potential interlocks not identified; no named entities for conflict assessment |
| Related-party transactions | None disclosed for DuBois | 2024–2025 related person disclosures list Bell family relationships; none involve DuBois |
Expertise & Qualifications
- Cybersecurity/IT leadership: Former Microsoft CISO and CIO; board-designated expert in cybersecurity and information systems; ongoing education on emerging boardroom topics and AI .
- International operations: Managed regional teams across Asia and Europe; global operations familiarity aligns with EXPD’s cross-border logistics model .
- Board acumen: Experience serving on audit, compensation, and nominating & governance committees across companies; author and public speaker on digital transformation, cybersecurity, and AI .
Equity Ownership
| Holder | Date (Record) | Shares Beneficially Owned | Percent of Class | Hedging/Pledging |
|---|---|---|---|---|
| James M. DuBois | March 12, 2024 | 21,612 | <1% | Prohibited by policy |
| James M. DuBois | March 11, 2025 | 19,829 | <1% | No director/officer pledging; policy prohibits hedging/pledging |
Company shares outstanding: 141,882,585 (Mar 12, 2024); 137,756,704 (Mar 11, 2025) .
Insider Trades
| Date | Form 4 Action | Shares | Price | Value | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| 2024-06-14 | Sale | 3,523 | $123.05 | $433,505 | 19,829 | |
| 2025-05-06 | Annual director stock award (Form 4) | 1,883 | — | — | 21,712 |
Note: Director equity awards are restricted stock and generally reported on Form 4; awards vest immediately per program .
Governance Assessment
- Strengths: Independent director with deep cybersecurity and enterprise IT credentials; serves on Audit Committee overseeing remediation of material IT control weaknesses—core to investor confidence in financial reporting integrity . Ownership alignment via 5x retainer guideline and annual restricted stock awards; prohibited hedging/pledging further aligns director and shareholder interests .
- Risks/Watch items: Ongoing material weaknesses in IT controls across 2022–2024 with remediation timeline uncertain; continued rigorous oversight by Audit Committee (including DuBois) is critical until remediation is complete .
- Shareholder signals: 2024 Say‑on‑Pay passed with 94.68% support, indicating broad investor confidence in EXPD’s pay governance; director elections showed strong support for DuBois (116.8M “For”) .
- Conflicts: No related‑party transactions or interlocks disclosed for DuBois; board time‑commitment policy mitigates overboarding concerns .
Overall, DuBois contributes specialized cyber/IT oversight and audit committee governance during a remediation period, with clean conflict profile and aligned ownership, supporting board effectiveness and investor confidence .