C. H. Robinson Worldwide, Inc DEF 14A, filed Mar 21, 2023

C. H. Robinson Worldwide, Inc. (CHRW)

DEF 14A 2023-03-21

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C. H. Robinson Worldwide, Inc filed this DEF 14A on March 21, 2023.

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Letter from Independent Chair						1
Notice of 202 3 Annual Meeting of S hareholde rs						4
About C.H. Robinson						5
Voting Roadmap						9

PROPOSAL 1
Election of Directors						12

Board Skills, Experience , and Attributes						13
Director Nominee Biographies and Qualifications						14
Board Refreshment and Nomination Process						25
Director Independence						27

Corporate Governance						28
Introduction						28
Board Structure						29
Role of the Board of Directors						35
Other Corporate Governance Policies, Practices , and Processes						39

Compensation of Directors						40
Overview						40
2022 Director Compensation Table						41

PROPOSAL 2
Advisory Vote on the Compensation of Named Executive Officers (“Say-on-Pay”)						42

Executive Compensation						43
Executive Summary						43
Executive Transitions						49


2022 Elements of Compensation						49
2022 Named Executive Officer Compensation						53
Compensation Process						61
Additional Compensation Policies and Practices						64
Talent & Compensation Committee Report						65
Executive Compensation Tables						66

PROPOSAL 3
Advisory Vote on the Frequency of Future Advisory Vot e s on the Compensation of Named Executive Officers						78

PROPOSAL 4
Ratification of the Selection of Independent Auditors						79

Independent Auditors’ Fees						79
Pre-approval Policy						80
Audit Committee Report						81

Security Ownership and Related Information						82
Security Ownership of Certain Beneficial Owners and Management						82

Related Party Transactions						84

Additional Information						85
Proxy Statement for the 2023 Annual Meeting of Shareholders						85
Questions and Answers about the Annual Meeting						85
Other Information						88



“C.H. Robinson continues to be uniquely positioned to deliver an unparalleled experience for our customers and carriers and is leveraging an unmatched combination of global scale and services, expertise, data, and technology to drive profitable growth.” Jodee Kozlak, Chair of the Board



Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 4, 2023. The Proxy Statement and the Annual Report are available at www.proxyvote.com.


Total Revenues ($) (in billions) [+7% Y/Y]			Adjusted Gross Profits ($)(1) (in billions) [+14% Y/Y]


Income from Operations ($) (in millions) [+17% Y/Y]			Diluted Earnings Per Share ($) [+17% Y/Y]


Cash Flow from Operations ($) (in millions)			Capital Distribution ($) (in millions)


Industry classifications often label us as a transportation company. In reality, C.H. Robinson is unique from traditional asset-owning transportation companies because we deliver a global suite of solutions without an owned fleet. It’s our adaptable model that uniquely positions us to meet the needs of dynamic supply chain environments—excelling in even the most demanding situations. See some of the key areas we are focusing on today.




Company Culture			àGoing above and beyond is part of our culture. We deliver exceptional results by building on our fast-paced, service-driven, inclusive culture, where cross-functional collaboration and the pursuit of common goals unites us. As such, we empower our people to do their best work and develop the skill sets and capabilities to win, always guided by our EDGE values (evolve constantly, deliver excellence, grow together, and embrace integrity). These values are brought to life through our Leadership Principles: Adapt and Change; Constantly Innovate and Improve; Deliver Exceptional Results; Compete to Win; Value Differences; Inspire, Coach and Develop our People; and Think Like the Customer. Our Leadership Principles are unique to us and provide a shared understanding of what it means to lead at C.H. Robinson; they reinforce our culture and help drive exceptional results.


Talent Strategies			àOur talent strategy enables our organization’s focus on scalability through the right talent that is aligned, incented, and skilled to drive business results. Our strategic priorities for talent include the following: 1. Build a strong and diverse leadership team for now and the future. 2. Leverage workforce planning. 3. Right skill our people for the future. 4. Align incentives to drive outcomes. 5. Build an inclusive workplace that promotes optimal performance.


Environmental, Social & Governance			àC.H. Robinson works to create resilient, sustainable supply chains that drive the global economy and make a positive impact on our people, customers, carriers, communities, and planet. àIn spring 2023, we will issue our latest Environmental, Social, and Governance (ESG) Report, and in summer of 2023, we will publish our second annual Task Force on Climate-related Financial Disclosures (TCFD) Report. The TCFD Report is in alignment with the recommendations set forth by the TCFD and is organized by the four TCFD recommendation pillars: Governance, Risk Management, Strategy, and Metrics and Targets. Our ESG Report, which will include disclosures aligned to the Sustainability Accounting Standards Board (SASB), as well as the TCFD will, among other things, outline significant progress on our ESG objectives: •Publicly reporting Scope 1, 2, and 3 emissions •Progress toward science-aligned climate goal •Advances in diversity, equity, and inclusion initiatives •Engagement opportunities for employees, customers, and industry partners on environmental and social topics


PROPOSAL 1
Election of Directors
The Board recommends a vote FOR each director nominee.						àSee page 12


				Director Since	Committee Membership
Director Name		Independent	Age		AC	TCC	GC	CAPC
	Scott P. Anderson Interim Chief Executive Officer; Former CEO of Patterson Companies		56	2012
	James J. Barber, Jr. Retired Chief Operating Officer, United Parcel Service		62	2022
	Kermit R. Crawford Retired President and Chief Operating Officer, Rite Aid		63	2020
	Timothy C. Gokey Chief Executive Officer, Broadridge Financial Solutions		61	2017
	Mark A. Goodburn Retired Chairman and Global Head of Advisory, KPMG International		60	2022
	Mary J. Steele Guilfoile Former Executive Vice President, JP Morgan Chase		68	2012
	Jodee A. Kozlak Chair of the Board; Former Executive Vice President and Chief Human Resources Officer, Target Corporation		59	2013
	Henry J. Maier Retired President and Chief Executive Officer of FedEx Ground		69	2022
	James B. Stake Retired Executive Vice President, 3M		70	2009
	Paula C. Tolliver Retired Corporate Vice President and Chief Information Officer, Intel		58	2018
	Henry W. “Jay” Winship Founder, President and Managing Member of Pacific Point Capital		55	2022


PROPOSAL 2
Advisory Vote on the Compensation of Named Executive Officers
The Board recommends a vote FOR this proposal						àSee page 42


Independence	Tenure	Age	Diversity




			Proposal 1: Election of Directors Background There are 11 nominees for election to the C.H. Robinson Board of Directors (the “Board of Directors” or the “Board”) for a one-year term. All 11 of the nominees are current directors. The Board of Directors has set the number of directors constituting the Board of Directors effective at the Annual Meeting at 11. Scott P. Anderson, James J. Barber, Jr., Kermit R. Crawford, Timothy C. Gokey, Mary J. Steele Guilfoile, Jodee A. Kozlak, Henry J. Maier, James B. Stake, Paula C. Tolliver, and Henry W. “Jay” Winship are directors whose terms expire at the Annual Meeting. Mr. Barber is standing for election by shareholders for the first time at the Annual Meeting. Mr. Barber was identified as a potential candidate for election to the Board of Directors by multiple sources, including non-employee directors and shareholders. The Board of Directors has determined that all the directors and nominees, except for Mr. Anderson, are independent under the current standards for “independence” established by the Nasdaq Stock Market, on which the C.H. Robinson stock is listed under the symbol “CHRW”. In connection with its evaluation of director independence, the Board of Directors considered the following transactions, each of which were entered into in the ordinary course of business: For Mr. Gokey, services provided in the ordinary course of business on behalf of the company by Broadridge Financial Solutions where Mr. Gokey is employed, and for which payments were less than 1% of either companies’ revenues or operations in the last three fiscal years. For Mr. Goodburn, services provided in the ordinary course of business on behalf of the company by KPMG LLP where Mr. Goodburn was employed until 2020, and for which payments were less than 1% of either companies’ revenues or operations in the last three fiscal years. Mr. Goodburn currently serves KPMG as a consultant in an advisory role. The Board considered these relationships and their significance in determining that these directors are independent. Information concerning each nominee is provided below. Messrs. Maier and Winship were each selected as a director pursuant to the cooperation agreements with the Ancora Group in 2022 and 2023. Based on their service on the Board of Directors over the last year, the Governance Committee and the Board believe they are qualified nominees who are committed to promoting the long-term interests of our shareholders. As required by the cooperation agreement in effect at the time, the Ancora Group consented to increasing the size of the Board to accommodate the election of Mr. Barber. On the recommendation of our Governance Committee, the Board of Directors has nominated Anderson, Barber, Crawford, Gokey, Goodburn, Guilfoile, Kozlak, Maier, Stake, Tolliver, and Winship for election to the Board of Directors at the Annual Meeting for terms of one year each. Each has indicated a willingness to serve. Mr. Anderson and Ben G. Campbell will vote the proxies received by them for the election of director nominees Anderson, Barber, Crawford, Gokey, Goodburn, Guilfoile, Kozlak, Maier, Stake, Tolliver, and Winship unless otherwise directed. If any nominee becomes unavailable for election at the Annual Meeting, Messrs. Anderson and Campbell may vote for a substitute nominee at their discretion as recommended by the Board of Directors, subject to the terms of the cooperation agreement with the Ancora Group described on page 25.


			BOARD VOTING RECOMMENDATION The Board of Directors recommends a vote FOR the election of Scott P. Anderson, James J. Barber, Jr., Kermit R. Crawford, Timothy C. Gokey, Mark A. Goodburn, Mary J. Steele Guilfoile, Jodee A. Kozlak, Henry J. Maier, James B. Stake, Paula C. Tolliver, and Henry W. “Jay” Winship as directors of C.H. Robinson Worldwide, Inc.


CEO 2022 Target Compensation(1)			Average Other NEO 2022 Target Compensation


PROPOSAL 3
Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Named Executive Officers
The Board recommends a vote for 1 YEAR as the frequency for which shareholders shall have future advisory votes on the compensation of named executive officers						àSee page 78


	Female	Male
Board Diversity Matrix (As of March 21, 2023)
Total Number of Directors	11
Part I: Gender Identity
Directors	3	8
Part II: Demographic Background
African American or Black	0	1
White	3	7



						Director Qualifications Mr. Anderson has significant public company senior management and executive experience through his service in several senior leadership positions at Patterson Companies. He also has public company board experience, having served as a member of Patterson’s board of directors from 2010 to 2017 and as a director and member of the Audit Committee at Duke Realty Corporation in 2022. Mr. Anderson also brings substantial sales and marketing expertise to the company, having served as Patterson’s vice president, sales and vice president, marketing.


						Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Interim Chief Executive Officer (2023 – Present) •Chairman of the Board (2020 – 2022) •Lead Independent Director (2019 – 2020) •Director (2012 – Present) àPatterson Companies, Inc. (Nasdaq: PDCO), a provider of animal and dental health products and services •Senior Advisor (2017 – 2019) •President and Chief Executive Officer (2010 – 2017) •Chairman of the Board (2013 – 2017) •Director (2010 – 2017) •President of Patterson Dental Supply, Inc. (2006 – 2010) •Held senior management positions in the dental unit, including vice president, sales and vice president, marketing àOther Experience •Senior Advisor, TPG Capital Healthcare •Executive Council Head, Carlson Private Capital Partners •Trustee and Former Chairman of the Board, Gustavus Adolphus College •Former Director, Ordway Theater •Former Chairman, Dental Trade Alliance Public Board Experience àDuke Realty Corporation (NYSE: DRE) •Former Director and member of the Audit Committee (2022) Education àMaster of Business Administration, Northwestern University, Kellogg School of Management àBachelor of Arts, Gustavus Adolphus College
NON-INDEPENDENT (Director Nominee) Age: 56 Director Since: January 2012 Committees: àCapital Allocation and Planning



						Director Qualifications Mr. Barber possesses an extensive 35+ year background at UPS, one of the world’s largest package delivery companies. This experience encompassed leadership positions in UPS’s Domestic and International business units, as well as in Supply Chain Solutions, including both Global Freight Forwarding and Coyote Logistics, and provides our Board with valuable insights into key topics relevant to our business. Mr. Barber also has demonstrated experience in the areas of finance and accounting, as well as growth strategies and operations and currently serves on another public company board, US Foods. Mr. Barber meets the definition of an “Audit Committee Financial Expert” as established by the Securities and Exchange Commission.

INDEPENDENT (Director Nominee) Age: 62 Director Since: December 2022 Committees: àAudit
						Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2022 – Present) àUnited Parcel Service, Inc. (“UPS”) (NYSE: UPS), a package delivery company and leading provider of global supply chain management solutions •Chief Operating Officer (2018 – 2020) •President of UPS International (2013 – 2018) •President UPS Europe (2011 – 2013) •Other roles of increasing responsibility, including Region and District Manager, Mergers & Acquisition Transaction Manager, Region and District Controller, Accounting Manager and various other management positions in Finance & Accounting •Began career at UPS as a package delivery driver in 1985 àOther Experience •Former Trustee, The UPS Foundation •Former Board member, UNICEF •Former Board member, Folks Center for International Business at the University of South Carolina Public Board Experience àUS Foods, Inc. (NYSE: USFD) •Director and member of the Compensation and Human Capital Committee (2022 – Present) Education àBachelor of Science in Finance, Auburn University



						Director Qualifications Mr. Crawford has significant executive and leadership experience based on his senior roles with Rite Aid Corporation and Walgreens. He has also developed expertise in the areas of strategic investment and digital transformation. Mr. Crawford has relevant public company board experience through his membership on the boards of Visa and The Allstate Corporation, as well as his prior board experience at TransUnion and LifePoint Health.


						Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2020 – Present) àRite Aid Corporation (NYSE: RAD), a retail drugstore chain •President and Chief Operating Officer (2017 – 2019) àSycamore Partners, a private equity firm specializing in consumer, distribution, and retail-related investments •Operating Partner and Advisor (2015 – 2017) àWalgreen Company, one of the largest drugstore chains in the United States (“Walgreens”) •Executive Vice President and President of Pharmacy, Health, and Wellness (2011 – 2014) •Multiple roles of increasing responsibility (1983 – 2011), including as Executive Vice President and President of Pharmacy Services àOther Experience •Director, Northwestern Medicine North/Northwest Region •Trustee, The Field Museum Chicago Public Board Experience àThe Allstate Corporation (NYSE: ALL) •Director and Chairman of the Audit Committee (2013 – Present) àVisa Inc. (NYSE: V) •Director and member of the Audit & Risk Committee and Nominating & Corporate Governance Committee (2022 – Present) àTransUnion (NYSE: TRU) •Director, member of the Audit and Compliance Committee and Technology, Privacy and Cybersecurity Committee (2019 – 2021) àLifePoint Health (NYSE: LPNT; no longer publicly traded) •Director and member of the Audit and Compliance Committee, Compensation Committee, Corporate Governance & Nominating Committee, and Quality Committee (2016-2018) Education àBachelor of Science, The College of Pharmacy and Health Sciences at Texas Southern University
INDEPENDENT (Director Nominee) Age: 63 Director Since: September 2020 Committees: àGovernance (Chair) àTalent & Compensation



						Director Qualifications Through his service in a variety of leadership roles, including his current role as chief executive officer, at Broadridge Financial Solutions, Mr. Gokey has developed exceptional leadership and business execution skills and has broad public company knowledge and expertise. He is also deeply involved in Broadridge’s international operations and technology organization. In his prior roles with Broadridge, as well as H&R Block and McKinsey & Company, Mr. Gokey has demonstrated expertise in the areas of mergers and acquisitions, sales and marketing, and other growth-related activities. Mr. Gokey meets the definition of an “Audit Committee Financial Expert” as established by the Securities and Exchange Commission.
INDEPENDENT (Director Nominee) Age: 61 Director Since: October 2017 Committees: àAudit àTalent & Compensation


						Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2017 – Present) àBroadridge Financial Solutions (NYSE: BR), a public corporate services and financial technology company •Chief Executive Officer (2019 – Present) •Director (2019 – Present) •President (2017 – 2020) •Senior Vice President and Chief Operating Officer (2012 – 2019) •Chief Corporate Development Officer (2010 – 2012) àH&R Block, a tax preparation company •President, Retail Tax (2004 – 2009) àMcKinsey & Company, a business strategy consulting company •Partner (1986 – 2004) àOther Experience •Director, Partnership for New York City Public Board Experience àNone Education àDoctorate in Finance; Bachelor of Arts/Master of Arts in Philosophy, Politics, and Economics, University of Oxford as a Rhodes Scholar àBachelor of Arts in Public Affairs and Management Engineering, Princeton University



						Director Qualifications Mr. Goodburn has significant executive and leadership experience based on his senior leadership roles with KPMG. Specifically, Mr. Goodburn has deep experience and expertise in the areas of strategy, finance, mergers and acquisitions, and global management and operations. Mr. Goodburn meets the definition of an “Audit Committee Financial Expert” as established by the Securities and Exchange Commission.


						Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2022 – Present) àKPMG International, a multinational professional services network •Senior Advisor to KPMG LLP (2021 – Present) •Global Head of Strategic Investments and Innovation (2018 – 2021) •Chairman and Global Head of Advisory (2011 – 2020) •Vice Chairman of KPMG LLP and Americas Head of Advisory and Strategic Investments (2005 – 2011) •Various roles, including as Managing Partner-Silicon Valley Office, Member of KPMG US and Americas Board of Directors and Global Head of KPMG’s Technology, Media and Telecommunications (1997 – 2005) •Roles of increasing responsibility at KPMG LLP (1984 – 1997) àOther Experience •Presidents National Advisory Council member, Minnesota State University •Executive Board member, Cox School of Business Executive Board, Southern Methodist University Public Board Experience àNone Education àBachelor of Science in Business, Minnesota State University, Mankato àCertified Public Accountant
INDEPENDENT (Director Nominee) Age: 60 Director Since: May 2022 Committees: àAudit àCapital Allocation & Planning



						Director Qualifications Ms. Guilfoile has significant experience and expertise in the areas of corporate mergers and acquisitions, business integration, and financing through her association with the investment banks of several large financial institutions. She also has public board experience through her membership on the boards of, among others, Interpublic, Dufry (a Swiss-based company on the Swiss stock exchange), and Pitney Bowes.


						Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2012 – Present) àMG Advisors, Inc., a privately-owned financial services merger and acquisition advisory and consulting services firm •Chair (2002 – Present) àThe Beacon Group, LP, a private equity investment partnership •Partner (1998 – Present) àJP Morgan Chase (and its predecessor companies, Chase Manhattan Corporation and Chemical Banking Corporation), a multinational bank •Executive Vice President, Corporate Treasurer (2000 – 2002) •Various leadership roles (1986 - 1996), including as Chief Administrative Officer and Strategic Planning Officer for its investment bank, as well as various merger integration, executive management and strategic planning positions àOther Experience •Former Partner, CFO and COO, The Beacon Group, LLC •Consultant, Booz Allen Hamilton •Manager in Audit Services, Coopers & Lybrand (now part of PwC) Public Board Experience àThe Interpublic Group of Companies (NYSE: IPG) •Director, Chair of the Audit Committee and member of the Corporate Governance and Social Responsibility Committee (2007 – Present) àPitney Bowes Inc. (NYSE: PBI) •Director and member of the Finance Committee and Audit Committee (2018 – Present) àDufry AG (publicly traded on the SIX Swiss Exchange) •Director and Chair of the Audit Committee (2020 – Present) Education àMaster of Business Administration, Columbia University Graduate School of Business àBachelor of Science in Accounting, Boston College àCertified Public Accountant
INDEPENDENT (Director Nominee) Age: 68 Director Since: October 2012 Committees: àGovernance àTalent & Compensation



						Director Qualifications Through her human resources executive leadership at Target and Alibaba Group and extensive public board experience, Ms. Kozlak has developed significant knowledge and expertise in human capital strategy, global operations, and digital transformation. Her experience has also given her a deep understanding of executive compensation within a public company.


						Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Chair of the Board (January 2023 – Present) •Director (2013 – Present) àKozlak Capital Partners, LLC •Founder and CEO (2017 – Present) àAlibaba Group (NYSE: BABA), a multinational conglomerate specializing in e-commerce, retail, Internet, and technology •Global Senior Vice President of Human Resources (2016 – 2017) àTarget Corporation (NYSE: TGT), one of the largest U.S. retailers •Executive Vice President and Chief Human Resources Officer (2006 – 2016) •Senior Vice President, Human Resources (2004 – 2006) •General Counsel, Owned Brand Sourcing and Labor & Employment (2001 – 2004) àOther Experience •Former Partner in the litigation practice, Greene Espel, PLLP •Former Senior Auditor, Arthur Andersen & Co •Past fellow, Distinguished Careers Institute (DCI) at Stanford University Public Board Experience àK.B. Home (NYSE: KBH) •Director and member of the Compensation Committee (2021 – Present) àMGIC Investment Corp. (NYSE: MTG) •Director, Chair of the Business Transformation and Technology Committee and member of the Management Development, Nominating and Governance Committee (2018 – Present) àLeslie’s, Inc. (Nasdaq: LESL) •Director, Chair of the Nominating and Corporate Governance Committee and member of the Compensation Committee (2020 – March 2023) Education àJuris Doctor, University of Minnesota àBachelor of Arts in Accounting, College of St. Thomas
INDEPENDENT (Director Nominee) Age: 59 Director Since: February 2013 Committees: àTalent & Compensation (Chair) àGovernance



						Director Qualifications Throughout his career at FedEx and 40 years of experience in the transportation industry, Mr. Maier gained significant experience and expertise in the areas of capital markets, corporate governance, and logistics. Mr. Maier also has relevant public company board experience through his membership on the boards of CalAmp Corporation, Carparts.com, Inc., and Kansas City Southern (formerly a publicly traded company).


						Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2022 – Present) àFedEx Corp. (NYSE: FDX), multinational conglomerate holding company focused on transportation, e-commerce and business services •President and Chief Executive Officer of FedEx Ground (2013 – 2021) •Executive Vice President, Strategic Planning and Communication of FedEx Ground (2009 – 2013) •Senior Vice President, Strategic Planning and Communications (2006 – 2009) •Various other roles, including as a member of the Strategic Management Committee and leadership positions in logistics, sales, marketing and communications Public Board Experience àCalAmp Corp. (Nasdaq: CAMP) •Independent Chair of the Board, member of the Governance and Nominating Committee and Human Capital Committee (2021 – Present) àCarParts.com, Inc. (Nasdaq: PRTS) •Director and member of the Nominating and Corporate Governance Committee (2021 – Present) àKansas City Southern (NYSE: KSU; no longer publicly traded) •Director, Chair of the Compensation & Organization Committee, member of the Finance & Strategic Investment Committee (2017 – Present) Education àBachelor of Arts in Economics, University of Michigan
INDEPENDENT (Director Nominee) Age: 69 Director Since: February 2022 Committees: àGovernance àCapital Allocation and Planning



						Director Qualifications Throughout his career at 3M Company, Mr. Stake gained extensive public company senior management experience at a large company that operates worldwide. In particular, Mr. Stake’s foreign leadership positions and his position with 3M’s Enterprise Services, provide valuable perspective for C.H. Robinson international operations and its information technology systems. Mr. Stake also has public company board experience through his long tenure on the board of Otter Tail Corporation. Mr. Stake meets the definition of an “Audit Committee Financial Expert” as established by the Securities and Exchange Commission.

INDEPENDENT (Director Nominee) Age: 70 Director Since: January 2009 Committees: àAudit (Chair)
						Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2009 – Present) à3M Company (NYSE: MMM), multinational conglomerate operating in the fields of industrial, consumer, healthcare, electronics, and worker safety •Executive Vice President of 3M’s Enterprise Services (2006 – 2008) •Various positions of increasing responsibility leading global health care, industrial, and commercial businesses during his more than 30 years with 3M Company •Over 12 years of foreign assignments in Europe and South America àAtiva Medical Corp. •Chairman of the Board (2008 – 2020) àOther Experience •Adjunct Professor, University of Minnesota’s Carlson School of Management •Board of Trustees, Twin Cities Public Television Public Board Experience àOtter Tail Corporation (Nasdaq: OTTR) •Director, Chair of the Compensation and Human Capital Committee and member of the Audit Committee (2008 – retirement announced for April 2023) Education àMaster of Business Administration, Wharton School, University of Pennsylvania àBachelor of Science in Chemical Engineering, Purdue University



						Director Qualifications Ms. Tolliver has developed broad multi-national executive and leadership experience as a senior leader at both Dow and Intel corporations. She has deep expertise in information technology, digital transformation, advanced analytics, and cybersecurity, as well as demonstrated experience in driving innovation, growth, and operational excellence. Ms. Tolliver has relevant public company board experience and meets the definition of an “Audit Committee Financial Expert” as established by the Securities and Exchange Commission.


INDEPENDENT (Director Nominee) Age: 58 Director Since: October 2018 Committees: àAudit àCapital Allocation & Planning						Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2018 – Present) àTech Edge, LLC, a technology consulting firm •Founder and Principal (2020 – Present) àIntel Corporation (Nasdaq: INTC), a multinational technology company •Corporate Vice President and Chief Information Officer (2016 – 2019) àThe Dow Chemical Company (a wholly owned subsidiary of Dow, Inc.) (NYSE: DOW), a global materials science leader in packaging, infrastructure, and consumer care •Corporate Vice President of Business Services and Chief Information Officer (2012 – 2016) •Vice President, Procurement (2006 – 2011) •Chief Information Officer and Chief Digital Officer of Dow AgroScience (2000 – 2006) •Various other roles of increasing responsibility in Information Technology including as Europe Information Services Director (1996 – 2000) àSyniti, a pioneering data software and services company •Director and member of the Technology Committee (2020 – Present) Public Board Experience àInvesco (NYSE: IVZ) •Director and member of the Nomination and Corporate Governance Committee, Compensation Committee and Audit Committee (2021 – Present) Education àBachelor of Science in Business Information Systems and Computer Science, Ohio University



						Director Qualifications Mr. Winship has significant experience and expertise in the areas of capital allocation, mergers and acquisitions, corporate governance, and logistics. He is an active portfolio manager, which provides our Board with valuable insights from an institutional investor perspective. Mr. Winship also has public board experience through his membership on the board of Bunge Limited, and his prior membership on the boards of CoreLogic, Inc. and Esterline Technologies Corporation.


						Background àC.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) •Director (2022 – Present) àPacific Point Companies, a privately owned asset management firm •Founder, President and Managing Member of Pacific Point Capital LLC (2016 – Present) •Founder and Managing Member of Pacific Point Advisor, LLC (2016 – Present) àRelational Investors LLC, an activist investment fund •Principal, Senior Managing Director and Investment Committee member (1996 – 2015) Other Experience •Advisor, Corporate Governance Institute at San Diego State University Fowler College of Business Public Board Experience àBunge Limited (NYSE: BG) •Director, Chair of the Audit Committee and member of the Corporate Governance and Nominations Committee and Human Resources and Compensation Committee (2018 – Present) àCoreLogic, Inc. (NYSE: CLGX; no longer publicly traded) •Former Director àEsterline Technologies Corporation (NYSE: ESL; no longer publicly traded) •Former Director Education àMaster of Business Administration, University of California, Los Angeles àBachelor of Business Administration in Finance, University of Arizona àCertified Public Accountant àChartered Financial Analyst
INDEPENDENT (Director Nominee) Age: 55 Director Since: February 2022 Committees: àTalent & Compensation àCapital Allocation and Planning (Chair)



Active, Independent Board			•10 of 11 directors are independent •Executive sessions of independent directors held at each regularly scheduled meeting •Independent Board Chair •Independent Audit Committee, Governance Committee, and Talent & Compensation Committee •High rate of attendance at Board and committee meetings •Complete access to management •Access to outside advisors at the company’s expense
Robust Corporate Governance			•Board review of company strategy on at least an annual basis •Active Board involvement in management succession planning •Robust Board oversight on ESG matters •Comprehensive and strategic approach to enterprise risk management •Declassified Board •Majority vote standard in uncontested elections •Commitment to Board refreshment with four new Board members added in 2022 with a diverse set of skills and experience
Shareholder Rights			•Proxy access right •No poison pill •Proactive investor outreach program; see "Stakeholder Engagement” on page 8 •Annual election of all directors •Plurality vote standard in contested elections •Annual “say-on-pay” vote
Board and Management Checks and Balances			•Prohibition on pledging and hedging •Stock ownership guidelines for directors and management •Annual Board and Committee self-evaluation •Clawback policy



BOARD RESPONSIBILITIES àThe Board is actively involved in the oversight of risks that could affect the company.




AUDIT COMMITTEE àRisk oversight is conducted primarily through the Audit Committee. àThe Audit Committee Charter provides that the Audit Committee is responsible for at least annually reviewing the company’s key risks or exposures and assessing the steps management has taken to minimize such risk. àProvides periodic risk assessment updates to the Board and solicits input from the Board regarding the company’s risk management practices.			TALENT & COMPENSATION COMMITTEE àPeriodically reviews the company’s compensation programs to ensure that they do not encourage excessive risk-taking.



MANAGEMENT RESPONSIBILITIES àManagement is responsible for our Enterprise Risk Management (“ERM”) program, which includes key risk identification, mitigation efforts, day-to-day management, and communication to the Audit Committee.


Compensation Element	Compensation Amount ($)
Non-Employee Director Compensation:
Annual Cash Retainer			$110,000
Annual Equity Award (RSUs)			175,000
Independent Chair of the Board Additional Cash Retainer			100,000
Committee Service Compensation:		Chair	Member
Audit Committee		$30,000	$12,500
Talent & Compensation Committee		20,000	7,500
Governance Committee		20,000	7,500
Capital Allocation and Planning Committee(1)		20,000	7,500


Name(1)	Fees Earned or Paid in Cash			Stock Awards(2)		Total		Aggregate Number of Shares Subject to Stock Awards Outstanding as of December 31, 2022(3)
Scott P. Anderson		$242,500			$140,000		$382,500	23,672
James J. Barber, Jr.(4)		4,730			6,087		10,870	83
Kermit R. Crawford		125,000			140,000		265,000	3,738
Wayne M. Fortun(5)		42,886			48,032		90,918	19,229
Timothy C. Gokey		130,000	(6)		140,000		270,000	15,595
Mark A. Goodburn(7)		79,828	(6)		91,223		171,051	2,028
Mary J. Steele Guilfoile		125,000			140,000		265,000	15,388
Jodee A. Kozlak		137,500			140,000		277,500	19,413
Henry J. Maier(8)		98,243			117,056		215,299	1,501
Brian P. Short(5)		44,601	(6)		48,032		92,633	45,612
James B. Stake		147,500			140,000		287,500	26,957
Paula C. Tolliver		130,000			140,000		270,000	10,211
Henry W. “Jay” Winship(8)		98,243			117,056		215,299	1,501