Olivia Polius
EXPEDITORS INTERNATIONAL OF WASHINGTONAbout Olivia D. Polius
Independent director of Expeditors International of Washington, Inc. since November 2021 (age 55), designated an Audit Committee Financial Expert and active CPA (Washington). Her background spans divisional CFO roles at the Bill & Melinda Gates Foundation, CFO/VP roles at PATH, and over a decade in software-industry finance leadership, with global operations exposure across sub‑Saharan Africa and Asia; education: bachelor’s degree, University of Washington .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bill & Melinda Gates Foundation | Divisional CFO for Global Policy & Advocacy and U.S. Programs | Not disclosed | Finance leadership; government contract compliance |
| PATH (global health NGO) | CFO and VP of Finance, Technology and Infrastructure | Not disclosed | Enterprise finance and operations leadership |
| Software industry (various) | Finance leadership roles | >10 years (aggregate) | Deep finance/ops across tech sector |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| — | — | — | No other public company boards disclosed for Ms. Polius |
Board Governance
- Independence: The Board determined seven nominees, including Olivia D. Polius, are independent under Exchange Act and NYSE rules; only Messrs. Wall and Alger are non‑independent .
- Committee assignments (2024): Audit Committee member; Audit Committee members are independent, and Ms. Polius is designated an Audit Committee Financial Expert .
- Board attendance: The Board met five times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Governance practices: Independent Board Chair; independent‑only sessions each meeting; prohibition on hedging/pledging by directors; director time‑commitment policy (independent directors may serve on no more than four public company boards, including EXPD) .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (2024) | $125,000 | Program uses mix of cash and stock for non‑employee directors |
| Annual equity grant (2024) | $199,926 (restricted stock) | Restricted shares vested immediately upon award |
| Committee chair fees | Not applicable to Polius in 2024 | Chair retainers apply to Board ($175k), Audit ($30k), Comp and NGC ($25k) |
| 2025 updates (for reference) | Board cash retainer $140,000; Board Chair $190,000; Audit Chair $35,000 | Effective beginning in 2025 |
| 2024 total reported pay (Polius) | $324,926 ($125,000 cash; $199,926 stock) | As disclosed in Director Compensation Table |
| Stock ownership guideline | 5x cash Board retainer to be accumulated within 5 years of joining board | Applies to all directors |
Performance Compensation (Director)
| Performance-linked metrics for director pay | Disclosure |
|---|---|
| None disclosed for non‑employee directors | Director equity is restricted stock; no performance metrics stated for director awards |
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlock/Conflict notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Ms. Polius |
Expertise & Qualifications
- Audit/finance expertise; CPA (WA) and Audit Committee Financial Expert .
- Strategy, resource allocation, and operations management .
- Global operations exposure (sub‑Saharan Africa, Asia) and government contract compliance .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (proxy record date 3/11/2025) | 5,454 shares; less than 1% of class |
| Insider Form 4 (reported 5/8/2025; transaction date 5/6/2025) | Beneficial ownership reported at 7,337 shares (Director) |
| Pledging/hedging | Company policy prohibits pledging, hedging, or derivatives trading of Company shares by directors . |
| Director stock ownership guideline | 5x cash retainer within 5 years of board entry (for Polius, appointment Nov 2021 implies guideline accumulation period through 2026) . |
Insider trades (recent)
| Date (filed) | Date (txn) | Type | Shares owned after | Source |
|---|---|---|---|---|
| 2025-05-08 | 2025-05-06 | Director ownership update (Form 4) | 7,337 | |
| Reference page (aggregate insider table) | — | — | Shows Polius 7,337 |
Governance Assessment
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Strengths for investor confidence:
- Independent director with deep finance credentials (CPA) and Audit Committee Financial Expert designation; sits on Audit Committee during a period of heightened IT internal control remediation oversight, indicating relevant expertise applied to material risks .
- Clean related‑party profile: no related‑party transactions disclosed involving Ms. Polius; company discloses only a family relationship unrelated to her (Quentin Bell) .
- Alignment mechanisms: director stock ownership guideline (5x cash retainer within 5 years) and prohibition on hedging/pledging .
- Board processes: independent chair; independent‑only sessions; director time‑commitment limits codified; robust evaluations and refreshment .
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Key watch items (noted risks/red flags to monitor):
- Company‑level material weaknesses in IT change management/logical access remain under remediation; as an Audit Committee member/financial expert, Ms. Polius bears oversight responsibility—successful remediation pace and quality are critical to investor confidence .
- Ownership sizing: as of the 2025 record date, beneficial ownership was 5,454 shares (<1%); guideline requires 5x retainer within 5 years—monitor progress toward guideline by 2026 .
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Attendance/engagement:
- Board met five times; each director attended at least 75% and all attended the 2024 Annual Meeting, indicating baseline engagement; committee meetings are open to all directors, enhancing cross‑committee oversight .
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Compensation structure:
- Director pay (cash + immediately vesting restricted stock) is straightforward with no perquisites noted for directors; 2024 amounts for Ms. Polius totaled $324,926 (cash $125,000; stock $199,926) supporting alignment via equity, though absence of holding period beyond vesting is balanced by ownership guidelines .
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Other directorships/interlocks:
- No other public company boards disclosed for Ms. Polius, reducing overboarding risk and interlock concerns under the company’s director time‑commitment policy .