C. H. ROBINSON WORLDWIDE, INC. appointed David P. Bozeman as new CEO

Item 5.02 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 


On June 6, 2023, C.H. Robinson Worldwide, Inc. (the "Company") announced that its Board of Directors (the "Board") appointed David P. Bozeman as President and Chief Executive Officer ("CEO") and a director of the Company, effective June 26, 2023. Mr. Bozeman succeeds Scott Anderson, a member of the Board who has served as Interim Chief Executive Officer since January 1, 2023. Mr. Anderson's term as Interim CEO will end at the end of the day on June 25, 2023 and he will remain on the Board. 

Mr. Bozeman, age 54, currently serves as Vice President, Ford Customer Service Division, and Vice President, Enthusiast Vehicles, for Ford Blue of Ford Motor Company, a position he has held since August 2022. Prior to joining Ford, Mr. Bozeman was Senior Vice President, Amazon Transportation Services of Amazon.com, Inc. from February 2017 to August 2022. Mr. Bozeman previously held leadership positions of increasing responsibility at Caterpillar Inc. and Harley-Davidson, Inc. 

The Talent & Compensation Committee approved the following annual compensation for Mr. Bozeman: (i) annual base salary of $1.0 million, (ii) target annual cash incentive of 150% of base salary (with the payout prorated for the portion of the year during which Mr. Bozeman serves as CEO), and (iii) long-term equity incentive awards valued at $6.5 million (which grants for 2023 will be prorated for the portion of the year during which Mr. Bozeman serves as CEO), 60% of which will be issued in the form of performance stock units and 40% in the form of restricted stock units, each with the same performance measures and vesting dates as comparable awards made to the Company's other executive officers for fiscal 2023. In addition, Mr. Bozeman will receive (i) a signing bonus of $5.0 million that is repayable if his employment terminates prior to the second anniversary of the commencement of his employment for any reason other than involuntary termination without cause or his resignation for good reason, a majority of which will be used to repay certain relocation reimbursements to his current employer, (ii) a one-time performance stock unit award valued at $6.5 million that vests based on achievement of 10% compound annual growth in adjusted diluted earnings per share over a three year period and (iii) a make-whole restricted stock unit award to replace equity forfeited from his current employer valued at $12.0 million that vests as to 25% of the shares on each of the six month and one year anniversaries of the date of grant, 30% of the shares on the second anniversary of the date of grant, and 20% of the shares on the third anniversary of the date of grant, in each case subject to certain accelerated or continued vesting provisions. The number of units subject to each equity award described above will be determined by dividing the value of the grant by the average closing price of a share of the Company's common stock during the 30-day period ending on the trading date before June 26, 2023, and rounding down to the nearest whole number. All of Mr. Bozeman's initial equity grants will be issued outside of the Company's 2022 Equity Incentive Plan, in accordance with Nasdaq Listing Rule 5635(c)(4), but will be subject to substantially the same terms as awards made under such plans. 

Mr. Bozeman's employment offer letter agreement also provides that he will participate in the Company's Executive Separation Plan, provided that (i) he will also be eligible for severance benefits for a standard termination in the event that he voluntarily resigns for good reason, (ii) in the event of a standard termination he will be entitled to the same severance benefits provided by the change in control termination guidelines (provided that the base pay will be paid in installments instead of a lump sum and that vesting of his equity awards will be as set forth in the award agreements), and (iii) his change in control protection period will include any qualifying termination occurring three months before a change in control. His letter agreement also sets forth individually negotiated definitions of "cause" and "good reason" that apply for purposes of his severance benefits and equity awards. Mr. Bozeman will also be entitled to certain relocation benefits, housing and transportation benefits (up to a maximum of $100,000 annually), up to $100,000 of personal use of the Company's aircraft, and an executive physical paid for by the Company. The employment offer letter agreement between the Company and Mr. Bozeman is filed as Exhibit 10.1 hereto, which includes as exhibits thereto the forms of the award agreements for the equity awards to be granted to Mr. Bozeman. 

A copy of the press release announcing Mr. Bozeman's appointment is filed as Exhibit 99.1 hereto. 


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