Kelly Blacker
EXPEDITORS INTERNATIONAL OF WASHINGTONAbout Kelly Blacker
Kelly K. Blacker is President, Global Geographies at Expeditors (effective April 1, 2025) and previously served as President, Global Products (effective January 1, 2024). She joined Expeditors in 1994 and is 52 years old, with three decades of leadership roles across branches, districts, regions, and global product lines . Expeditors’ executive pay philosophy emphasizes a modest base salary and variable compensation tied to operating income, with long-term PSUs tied to multi-year Net Revenue and EPS, reinforcing pay-for-performance alignment; in 2025 YTD, company operating income grew 8% on 7% revenue growth, illustrating the framework’s linkage to results .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Expeditors | President, Global Geographies | 2025–present | Not disclosed in filings |
| Expeditors | President, Global Products | 2024 | Not disclosed in filings |
| Expeditors | SVP, Global Air | 2020–2023 | Not disclosed in filings |
| Expeditors | Regional Vice President, U.S. Mid-Atlantic | 2015–2020 | Not disclosed in filings |
| Expeditors | Atlanta District Manager | 2011–2015 | Not disclosed in filings |
| Expeditors | Memphis District Manager | 2007–2011 | Not disclosed in filings |
| Expeditors | Columbus District Manager | 2004–2007 | Not disclosed in filings |
| Expeditors | New York Branch Manager | 2001–2004 | Not disclosed in filings |
| Expeditors | Joined the Company | 1994 | Not disclosed in filings |
External Roles
No external public company directorships or outside roles for Ms. Blacker are disclosed in Expeditors’ executive officer biographies in the 10‑K .
Fixed Compensation
| Year | Base salary ($) | Target bonus % | Actual bonus paid ($) | Other cash/perqs ($) |
|---|---|---|---|---|
| 2024 | 100,000 | Not used under plan design (no thresholds/targets) | 2,215,023 | 3,000 (401(k) match) |
- Program design: Non‑equity incentive is allocated from a pool capped at 10% of pre‑bonus operating income; no rigid thresholds/targets/maximums are used .
- Pay philosophy: Modest base; incentives tied to operating income with a 5% reduction if operating income growth is ≤5% YoY; independent committee oversight and clawback apply .
Performance Compensation
Non‑Equity Incentive (Annual)
| Metric | Weighting | Target | Actual | Payout mechanics | 2024 payout ($) |
|---|---|---|---|---|---|
| U.S. GAAP Operating Income (Executive Incentive Compensation Plan) | Not disclosed | Not used (plan has no target/threshold/maximum) | Not applicable | Allocation from a pool limited to 10% of pre‑bonus operating income; payouts reduced 5% if operating income growth ≤5% | 2,215,023 |
- Management bonus eligibility also requires profitability at the relevant business unit, consistent with company-wide incentive design .
RSU Awards
| Grant date | Shares granted | Grant-date close ($) | Grant-date fair value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| 5/2/2024 | 8,589 | 114.90 | 986,876 | 1/3 annually over 3 years; retirement-eligible executives’ RSUs vest upon retirement per plan | Includes dividend equivalents per plan |
PSU Awards
| Grant date | Threshold (sh) | Target (sh) | Maximum (sh) | Metrics | Performance period and payout | Grant-date fair value ($) | |---|---:|---:|---:|---|---:| | 5/2/2024 | 4,295 | 8,589 | 17,178 | 3‑year Net Revenue and EPS | Vests after 3 years at 0.5x–2.0x target based on results; converts to shares within ~73 days after period end | 986,876 |
| PSU outcome (most recent cycle) | Companywide payout | Settlement date | Realized price ($/sh) |
|---|---|---|---|
| 2022 PSU cycle | 13% of target (threshold Net Revenue achieved; EPS threshold not achieved) | 2/21/2025 | 117.26 |
| 2024 stock awards vested (Kelly K. Blacker) | Shares vested | Value realized ($) |
|---|---|---|
| RSU/PSU vested in 2024 | 2,765 | 314,613 |
- Options: Company has not granted options since 2016; none outstanding for Ms. Blacker in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/11/2025) | 12,709 shares; includes 4,588 RSU vesting within 60 days; <1% of shares outstanding |
| Unvested RSUs (12/31/2024) | 8,693 units; $962,924 market value at $110.77 |
| Unearned PSUs (12/31/2024, at target) | 8,693 units; $962,924 market value at $110.77 |
| Pledging/hedging | Prohibited for employees and Board; no pledges by any Director/Officer |
| Stock ownership guidelines | President/CFO/EVP: 20x base salary ($2,000,000) within 5 years; must hold at least 50% in common stock; RSUs count, PSUs excluded; must retain 75% of net after‑tax shares until compliant; all NEO in compliance as of 12/31/2024 |
| 10b5‑1 plans (Q3 2025) | No director or officer adopted or terminated a Rule 10b5‑1 or non‑Rule 10b5‑1 plan during the quarter ended 9/30/2025 |
Vested vs unvested snapshot (as of 12/31/2024):
- Unvested RSUs: 8,693; unearned PSUs (target): 8,693 .
- Beneficially owned shares: 12,709 (includes near‑term RSU vesting within 60 days) .
Employment Terms
| Provision | Terms (Kelly K. Blacker) |
|---|---|
| Effective date/title | Employment Agreement effective April 1, 2025; President, Global Geographies |
| Base salary | $100,000; incentive-based compensation eligible |
| Term/renewal | Initial term through next Board annual meeting; auto‑renews for 12‑month terms upon re‑election as executive officer |
| Without cause termination | Lump sum equal to 50% of prior 12 months Total Cash Compensation (base, incentive/bonus, auto allowance), payable by Mar 15 following year; requires signed release |
| Resignation | Lump sum of one year’s base salary; option to reject non‑compete if resignation occurs around a Change in Control (by repaying amount and timely notice) |
| For cause | No severance; base salary through termination date only |
| Non‑compete / Non‑solicit | 6‑month non‑compete; 12‑month non‑solicitation |
| Change‑in‑control definition | Beneficial owner ≥50% voting power, or sale of substantially all assets/merger requiring shareholder approval |
| Equity on CoC | Double‑trigger vesting of unvested equity upon a change in control |
| Clawback; tax gross‑ups | Incentive compensation subject to clawback; no tax gross‑ups on severance benefits |
| Arbitration | AAA employment rules; three‑arbitrator panel; Seattle, WA |
Potential payments upon termination (illustrative values assuming event on 12/31/2024):
| Scenario | Employment Agreement ($) | RSUs ($) | PSUs ($) | Total ($) |
|---|---|---|---|---|
| Voluntary Termination incl. Retirement with Non‑Compete | 50,000 | 1,233,646 | 1,223,123 | 2,506,769 |
| Involuntary Termination without Cause | 1,157,512 | 1,233,646 | 1,223,123 | 3,614,281 |
| Death or Disability | — | 1,233,646 | 1,223,123 | 2,456,769 |
Notes:
- “Total Cash Compensation” in the severance formula includes base, incentive/bonus, and any auto allowance .
- Ms. Blacker is retirement‑eligible (all NEO except Mr. Bell were retirement‑eligible), affecting RSU/PSU treatment upon retirement .
Investment Implications
- Strong alignment; low fixed pay and variable comp tied to operating income, plus PSUs on multi‑year Net Revenue/EPS, with clawback and no tax gross‑ups or option repricing; hedging/pledging prohibited and ownership guidelines are robust (20x base for Presidents) .
- Retention risk: Retirement eligibility can accelerate RSU treatment and leave PSUs to vest based on actual results, modestly lowering “golden handcuff” friction; however, ongoing guideline requirements and multi‑year PSUs maintain alignment .
- Selling pressure: No 10b5‑1 plan adoptions/terminations in Q3 2025, and meaningful unvested RSU/PSU balances suggest managed equity cadence rather than near‑term discretionary selling; unpledged position reduces forced‑sale risk .
- Downside protection and CIC: Severance is formulaic at 0.5x prior‑year cash comp (not salary+bonus multiples), and equity is double‑trigger on CIC, limiting windfalls; these are shareholder‑friendly relative to market norms .
- Pay outcomes vs performance: 2022 PSUs paid at just 13%, evidencing tough targets and a tangible link between realized pay and results; annual incentive pool reductions when operating income growth is ≤5% further enforce discipline .