Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 3, 2023, C.H. Robinson Worldwide, Inc. (the "Company") announced that
Bob Biesterfeld stepped down as President and Chief Executive Officer and a
director of the Company, effective at the end of December 31, 2022, and his
employment terminated January 1, 2023. In addition, the independent directors of
the Board of Directors (the "Board") appointed Scott Anderson, who previously
served as independent Chair of the Board, as Interim Chief Executive Officer
("CEO"), effective January 1, 2023. The Company also announced that it has
commenced a search for a permanent CEO, and Mr. Anderson has indicated that he
will not be considered as a candidate for the permanent position.
Mr. Anderson, age 56, has been a director of the Company since 2012, and has
served as Chair of the Board since 2020. He has been senior advisor to TPG
Capital's healthcare team since 2020 and the head of the Executive Council of
Carlson Private Capital Partners since January 2022, and his commitment to both
organizations will be suspended or reduced during his service as Interim CEO.
Mr. Anderson began his career at Patterson Companies, a dental and animal health
company, in 1993 where he held positions of increasing responsibility,
culminating in his service as president and chief executive officer of Patterson
from 2010 to 2017, during which he was elected to the additional responsibility
of chairman of the board in 2013, and he then served as senior advisor to
Patterson from June 2017 to June 2019. Mr. Anderson served as a director on the
board of Duke Realty Corporation prior to its acquisition by Prologis in October
2022.
Mr. Anderson resigned as Chair of the Board and from the Audit Committee and
Governance Committee of the Board in connection with his service as Interim CEO.
The independent directors of the Board appointed Jodee Kozlak as independent
Chair of the Board, effective January 1, 2023. The Board appointed Kermit
Crawford as Chair of the Governance Committee, and Jim Barber as a member of the
Audit Committee, each effective January 1, 2023.
The Talent & Compensation Committee approved the following compensation for
Mr. Anderson in his role as interim CEO, effective January 1, 2023: annual base
salary of $1.1 million, target annual cash incentive of 155% of base salary
(with the payout prorated for the portion of the year during which Mr. Anderson
serves as Interim CEO), and the grant of restricted stock units having a grant
date fair value equal to $2.5 million, which vest on the first anniversary of
the date of grant so long as Mr. Anderson is continuing to provide service to
the Company as Interim CEO or as a director, subject to certain accelerated
vesting provisions in the award agreement. The form of RSU award agreement for
this Interim CEO award is filed as Exhibit 10.1 hereto.
Mr. Biesterfeld's departure was an involuntary termination by the Company
without cause, such that he is entitled to severance benefits in accordance with
the previously disclosed Executive Separation and Change in Control Plan, which
is described in more detail in, and filed as an exhibit to, the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed with
the SEC on July 29, 2022.
The Talent & Compensation Committee also approved certain compensation actions
for Arun Rajan, who was recently appointed Chief Operating Officer, to reflect
his previously announced promotion and incentivize Mr. Rajan to remain with the
Company. Effective January 1, 2023, Mr. Rajan's annual base salary will increase
to $910,000 and his target annual cash incentive will increase to 120% of base
salary, and the value for his fiscal 2023 annual grants for his long-term equity
incentive will increase to $4.0 million. In addition, on January 1, 2023,
Mr. Rajan was granted a retention award in the form of restricted stock units
having a grant date fair value of $3.5 million, which vest as to 50% of the
shares on the 18-month anniversary of the date of grant and the remaining 50% of
the shares on the third annual anniversary of the date of grant, subject to
certain accelerated or continued vesting provisions in the award agreement. The
form of RSU award agreement for this retention award is filed as Exhibit 10.2
hereto.
A copy of the press release announcing these leadership transitions is filed as
Exhibit 99.1 hereto.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT
NUMBER
10.1 Form of 2023 Interim CEO Restricted Stock Unit Award Agreement.
10.2 Form of 2023 Retention Restricted Stock Unit Award Agreement.
99.1 Press Release dated January 3, 2023.
104 The cover page from the Current Report on Form 8-K formatted in
Inline XBRL.
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