Independent
Tenure on this board
9.1 yrs
9 nominees · 3 ballot items.
Election of nine directors; advisory approval of Named Executive Officer compensation (Say-on-Pay); and ratification of KPMG LLP as the Company’s independent registered public accounting firm for 2026.
Election of nine director nominees to hold office until the next annual meeting or until their successors are elected or qualified.
Non-binding, advisory vote approving the compensation of the Named Executive Officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote approving the Company’s Named Executive Officer (NEO) compensation as disclosed in the proxy. Management seeks shareholder approval to reaffirm its long-standing pay-for-performance program, which features base salaries intentionally set well below market, incentive payouts tied to a fixed percentage of U.S. GAAP operating income (the Incentive Pool), and equity awards (RSUs and PSUs) with multi-year performance conditions. The Board emphasizes that the design aligns executives’ incentives with profitable, long-term value creation and that payouts fall with operating income, including a policy that no incentive payments are made for quarters with operating losses. The Compensation Committee has progressively reduced NEO allocations to the Incentive Pool since 2021 and increased equity-based pay to emphasize long-term alignment and retention. The vote is advisory and non-binding, but the Board will consider the outcome in future compensation decisions; management highlights prior strong shareholder support (approximately 89.8% in 2025) as evidence of alignment. Potential governance criticisms would focus on the high pay concentration for executives when performance is strong and the limited disclosure of PSU targets (not disclosed due to policy), which may raise transparency concerns for some investors. The Board’s rationale stresses cultural and operational context: the program supports a unique pay culture at Expeditors that ties executives’ fortunes directly to company profitability and is presented as a competitive advantage. The Compensation Committee’s active oversight, clawback policy, and engagement with shareholders are cited as mitigants to excessive risk-taking and as supporting the Board’s recommendation to vote FOR the proposal.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm to audit the consolidated financial statements for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.65% | 8,694,716 | $1.2B |
| 2 | STATE STREET CORP | 5.52% | 7,225,443 | $1.0B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.08% | 6,650,122 | $952M |
| 4 | First Eagle Investment Management, LLC | 4.46% | 5,834,649 | $836M |
| 5 | BlackRock, Inc. | 3.95% | 5,163,082 | $740M |
| 6 | LOOMIS SAYLES CO L P | 3.77% | 4,930,692 | $706M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.42% | 3,161,097 | $451M |
| 8 | FIL Ltd | 2.27% | 2,970,167 | $425M |
| 9 | BlackRock, Inc. | 2.18% | 2,850,648 | $408M |
| 10 | Boston Partners | 1.92% | 2,510,870 | $360M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.