Mark Emmert
EXPEDITORS INTERNATIONAL OF WASHINGTONAbout Mark A. Emmert
Independent director since May 2008; age 72. Chairs the Compensation Committee and serves on the Nominating & Corporate Governance Committee. Background includes CEO leadership roles in complex, multi‑billion‑dollar universities and the NCAA, with deep experience in strategic planning, governance, succession, human capital, M&A oversight, and public policy. Education: BA (University of Washington), MPA and PhD (Syracuse University). Other public board: Weyerhaeuser Company (NYSE: WY).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Multi‑billion‑dollar universities | CEO leadership roles | Not disclosed | Strategic planning, governance, human capital management |
| NCAA | CEO leadership role | Not disclosed | Governance, succession planning |
| Public policy/government affairs | Various roles | Not disclosed | Policy and government affairs at state and national level |
| Public company boards (various) | Director; service/leadership on comp, nom/gov, audit | Not disclosed | Compensation, Nominating & Governance, and Audit committee leadership/service |
External Roles
| Organization | Role | Current/Prior | Committees/Notes |
|---|---|---|---|
| Weyerhaeuser Company (NYSE: WY) | Director | Current | Committees not disclosed in EXPD proxy |
| Various public company boards | Director/Committee member | Not disclosed | Service and leadership on compensation, nominating & governance, and audit committees |
Board Governance
- Independence: The Board determined all current directors except Messrs. Wall and Alger are independent; Emmert is independent.
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee.
- Meeting cadence and attendance: Board met five times in 2024; each director attended at least 75% of Board/Committee meetings and all attended the 2024 Annual Meeting. Independent‑only sessions occur at each Board meeting.
- Committee activity: Compensation Committee met four times in 2024; Nominating & Corporate Governance Committee met four times in 2024; Audit Committee met five times in 2024.
- Time‑commitment policy: Independent directors limited to service on no more than four public company boards (including EXPD); NGC monitors compliance annually.
- Governance safeguards: Independent Board Chair; majority independent Board; all committees composed only of independent directors; majority vote standard for director elections with immediate resignation policy if a nominee fails to receive a majority; no poison pill; strict no hedging/pledging by directors; political spending prohibited.
Fixed Compensation (Director)
| Item | Amount | Vesting/Terms | Source |
|---|---|---|---|
| 2024 Cash Fees (Emmert) | $150,000 | Includes $125,000 Board retainer + $25,000 Compensation Committee chair retainer | |
| 2024 Stock Awards (Emmert) | $199,926 | Restricted shares; vest immediately upon award | |
| 2024 Total (Emmert) | $349,926 | Cash + stock; no options, no meeting fees disclosed | |
| Standard Director Compensation (2024) | $125,000 cash + $200,000 restricted stock | Chair retainers: Board $175,000; Audit $30,000; Comp $25,000; NGC $25,000 | |
| Updated (effective 2025) | Board retainer $140,000; Board Chair $190,000; Audit Chair $35,000 | Committee chair retainers otherwise unchanged |
Performance Compensation (Director)
| Feature | Presence | Details |
|---|---|---|
| Performance‑linked equity (Director) | None disclosed | 2024 director stock awards were restricted shares that vested immediately; no PSUs/options for directors shown in table |
| Options (Director) | None | Director “Option Awards” column shows “—” for Emmert in 2024 |
As Compensation Committee Chair, Emmert oversees an executive pay program strongly tied to operating income, with below‑market $100,000 base salaries, incentive pool fixed at 10% of pre‑bonus GAAP operating income, and PSU awards tied to 3‑year Net Revenues and EPS; the Committee implemented reductions to allocations/payouts when growth targets were not met.
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| Weyerhaeuser Company (NYSE: WY) | Director | No EXPD‑disclosed related‑party transactions involving Emmert; Compensation Committee states no interlocks/insider participation among its members |
Expertise & Qualifications
- Governance and committee leadership across compensation, nominating & governance, and audit; deep experience in public and private governance systems.
- Strategic planning and execution in complex entities; succession planning; human capital management; M&A oversight.
- International experience and relationships; public policy/government affairs.
- Education: BA (University of Washington); MPA and PhD (Syracuse University).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Pledged/Hedged | Notes |
|---|---|---|---|---|
| Mark A. Emmert | 14,085 | <1% | None pledged; hedging/pledging prohibited for directors | Beneficial ownership as of March 11, 2025; Company states no director or executive officer has pledged stock |
| Director Stock Ownership Guideline | 5x cash Board retainer | Achieve within first 5 years of joining Board | Applies to all directors; NGC monitors compliance | Beginning 2025: cash retainer increased to $140,000 (guideline based on cash retainer); stock awards are restricted shares |
Governance Assessment
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Strengths
- Independence, committee leadership: Emmert is independent and chairs the Compensation Committee, aligning oversight with shareholder interests.
- Robust pay‑for‑performance oversight: Executive incentives strictly tied to GAAP operating income with quarter‑by‑quarter review; Committee reduced allocations and payouts when growth lagged, and PSU vesting was limited (13% for 2022 grant) based on performance.
- Shareholder support: 2024 Say‑on‑Pay passed with 81% “FOR”; 5‑year average support ~89%.
- Independent advisor: Meridian Compensation Partners engaged since 2016; independence affirmed by Committee.
- Ownership alignment/safeguards: Director stock ownership requirement (5x cash retainer); no hedging/pledging allowed; beneficial ownership disclosed.
- Time‑commitment control: Policy caps public board seats and compliance monitored; Emmert currently disclosed on only one other public board (WY).
- Shareholder‑friendly policies: Majority vote with immediate resignation policy; no poison pill; independent‑only executive sessions each meeting; political spending prohibited.
-
Risks and RED FLAGS
- Ongoing material weaknesses in IT change management/logical access controls (remediation in progress under Audit Committee oversight); while not specific to Emmert’s committees, it is a Board‑level governance risk that can affect investor confidence until fully remediated.
- Retirement horizon: Board guideline is not to nominate directors ≥75 absent waiver; with Emmert at 72, committee chair succession planning will be important in the medium term.
- Related‑party transactions: Company disclosed one family relationship involving another executive (Quentin Bell, brother of NEO Blake Bell) but none for Emmert; continued monitoring advisable.
Overall, Emmert’s profile and actions as Compensation Committee Chair support board effectiveness and pay discipline, with clear alignment mechanisms and shareholder engagement; primary governance watch‑item is timely remediation of enterprise IT control weaknesses and planning for eventual chair transition under the Board’s age policy.