Robert Carlile
EXPEDITORS INTERNATIONAL OF WASHINGTONAbout Robert P. Carlile
Robert “Bob” P. Carlile (age 69) is an independent director of Expeditors International of Washington, Inc. since May 2019; he served as Audit Committee Chair starting May 2020 and was elected independent Chair of the Board in May 2022, reflecting deep financial governance credentials from a four‑decade audit career at KPMG LLP and Arthur Andersen LLP and a BBA in Accounting (magna cum laude) from Boise State University . The Board has determined Carlile is independent under Exchange Act and NYSE rules, and he currently serves as independent Board Chair (not a committee member) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Audit Partner | 2002–2016 | Led through crises; extensive financial accounting, ICFR and risk management expertise |
| Arthur Andersen LLP | Audit Partner | 1977–2002 | Professional services leadership; broad public company perspective |
| KPMG & Arthur Andersen | Various operating leadership positions | Multi‑year | Managing professional service orgs through change; board/audit/comp/nom‑gov experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MicroVision, Inc. (Nasdaq: MVIS) | Director | Current | Not disclosed in EXPD proxy |
| Virginia Mason Franciscan Health | Director/Trustee | Current | Not disclosed in EXPD proxy |
Board Governance
- Structure and independence: Board is majority independent; committees (Audit, Compensation, Nominating & Corporate Governance) are entirely independent; Carlile is independent Board Chair .
- Committee assignments (2024): Carlile — Board Chair; not listed as member of Audit, Compensation, or NGC in 2024. Audit Chair: Brandon Pedersen; Compensation Chair: Mark Emmert; NGC Chair: Liane Pelletier .
- Meetings and attendance: Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings; all members attended the 2024 Annual Meeting .
- Executive sessions: Independent directors convene sessions at each Board meeting .
- Majority vote standard and resignation policy for directors in uncontested elections; proxy access available; no poison pill; hedging/pledging prohibited; director stock ownership requirements in place .
- Director time‑commitment guardrails: independent directors capped at four public company boards (including EXPD); NGC monitors compliance annually .
- Shareholder engagement: outreach to holders representing 53% of shares outstanding and governance meetings covering 49% in 2024 .
- Auditor oversight: Audit Committee recommends retention of KPMG; independence affirmed; audit fee detail disclosed .
- Control environment: Audit Committee continues oversight of remediation of material IT control weaknesses; engaged PwC US Consulting in Nov 2024; remediation timeline uncertain due to complexity .
Fixed Compensation
| Component | 2024 Amount | Policy/Notes |
|---|---|---|
| Board cash retainer | $125,000 | Annual retainer for all non‑employee directors |
| Chair of the Board retainer | $175,000 | Additional cash retainer for Board Chair (Carlile) |
| Committee chair retainers | Audit Chair: $30,000; Comp Chair: $25,000; NGC Chair: $25,000 | Applies to committee chairs (Carlile not a 2024 committee chair) |
| Equity grant (restricted stock) | $199,926 fair value; vests immediately | Annual director equity under Amended 2017 Plan; RSUs vest on grant |
| Total 2024 compensation (Carlile) | $499,926 ($300,000 cash; $199,926 stock) | No options, no meeting fees disclosed |
| 2025 updates | Board retainer to $140,000; Chair retainer to $190,000; Audit Chair retainer to $35,000 | Adopted beginning in 2025 |
| Director stock ownership requirement | 5x cash Board retainer within 5 years | NGC monitors compliance |
Performance Compensation
| Performance‑conditioned elements for directors | Status | Evidence |
|---|---|---|
| Options, PSUs, performance metrics | None disclosed for directors; director RSUs vest immediately on grant (not performance‑based) | Director equity awards are restricted shares with immediate vesting |
Other Directorships & Interlocks
| Company | Industry | Role | Interlocks/Conflicts |
|---|---|---|---|
| MicroVision, Inc. | Technology/Lidar | Director | No related‑party transactions with EXPD disclosed |
| Virginia Mason Franciscan Health | Healthcare system | Director/Trustee | Not a public company; no RPT disclosed |
- Time commitments: With EXPD and one public board (MVIS), Carlile appears within EXPD’s limit of ≤4 public company boards for independent directors; policy reviewed by NGC annually .
- Related‑party transactions: Proxy discloses a family RPT involving Blake Bell’s brother; no RPTs reported for Carlile .
Expertise & Qualifications
- Four decades in audit and professional services; extensive knowledge of financial accounting, internal controls over financial reporting, and risk management .
- Demonstrated leadership as Board Chair and prior Audit Committee Chair; experience across compensation and nominating/governance committees .
- BBA (Accounting), magna cum laude, Boise State University .
- Broad industry exposure (logistics, retail, transportation, technology, manufacturing) and managing through crisis/sudden change .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Hedging/Pledging |
|---|---|---|---|
| Robert P. Carlile | 9,662 | ~0.007% (9,662 / 137,756,704) | No pledging; hedging/pledging prohibited by policy |
Notes: Directors must hold a minimum of 5x the cash Board retainer within five years; NGC monitors compliance (individual compliance not disclosed) .
Governance Assessment
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Strengths
- Independent Board Chair; independent‑only executive sessions each meeting; majority vote standard; no poison pill; robust director ownership guidelines; hedging/pledging prohibited .
- Active shareholder engagement; clear director time‑commitment policy; fully independent committees .
- Auditor independence oversight; transparent audit fee disclosure .
- Executive compensation oversight and clawback policy for NEOs updated to comply with SEC/NYSE; pay‑for‑performance design; 2024 Say‑on‑Pay received 81% support (signal of shareholder acceptance) .
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Risks / RED FLAGS
- Material weaknesses in IT‑related internal controls persisted through 2024; remediation underway with external consultants and enhanced IT governance, but timeline uncertain given legacy complexity—ongoing oversight imperative .
- Director RSUs vest immediately and lack performance conditions; while standard for directors, this reduces performance‑linked alignment compared with PSU structures; mitigate via ownership guidelines and independent oversight .
- Prior audit firm affiliation: Carlile’s past role as KPMG partner is historical (ended 2016); KPMG is current auditor—Audit Committee affirms independence and pre‑approves services, which helps mitigate perceived familiarity risks .
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Overall: Carlile’s audit and governance experience aligns with EXPD’s needs given control remediation and cybersecurity oversight. Independent chair structure, ownership rules, and committee independence support investor confidence, though continued progress on IT control remediation is a key watch item for governance effectiveness .