C.H. Robinson (CHRW) awards $7.5M multi-year equity package to Arun Rajan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
C.H. Robinson Worldwide, Inc. approved a special equity award for Chief Strategy and Innovation Officer Arun Rajan with a target value of $6 million in performance stock units and $1.5 million in restricted stock units. Units are determined using the average closing share price over the 30 days before grant.
The performance stock units vest over a five-year period covering FY2026–FY2030 based on strategic, talent development, and adjusted earnings per share goals, with the “outperformance” portion paying 50% to 200% of target for 2030 results. Restricted stock units vest in 20% increments on each anniversary of the grant date over five years, with specified accelerated or continued vesting protections for certain termination events.
Positive
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Negative
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Insights
Equity package tightly links strategy, talent, and EPS outcomes.
The company granted Arun Rajan a target $6 million performance stock unit award plus $1.5 million in restricted stock units. Vesting is tied to a five-year period from FY2026 to FY2030, emphasizing long-term execution rather than short-term metrics.
Milestones cover high-quality truckload growth, AI-enabled product adoption via adjusted gross profit growth in Robinson Managed Services, and leadership development in strategy and innovation. An outperformance tranche depends on adjusted earnings per share in 2030, with payouts ranging from 50% to 200% of target, reinforcing a pay-for-performance structure.
Forfeiture conditions on termination, except for death, disability, or qualifying change-in-control scenarios, support retention objectives. Future proxy and compensation disclosures will provide more detail on whether these multi-dimensional targets are being met and how the final payout levels compare to the target award.
8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Performance stock units target value: $6 million
Restricted stock units value: $1.5 million
Outperformance tranche target value: $2.5 million
+4 more
7 metrics
Performance stock units target value
$6 million
Target value of PSUs granted to Arun Rajan
Restricted stock units value
$1.5 million
Value of RSUs granted to Arun Rajan
Outperformance tranche target value
$2.5 million
Part of PSU award tied to 2030 adjusted EPS
Talent development tranche value
$1.0 million
Portion of award tied to leadership development milestones
Outperformance payout range
50%–200% of target
Payout range based on 2030 adjusted EPS performance
RSU vesting rate
20% per year
Annual vesting fraction on each of five anniversaries
Performance period length
5 years
FY2026–FY2030 vesting and performance window
Key Terms
performance stock units, restricted stock units, change in control, adjusted earnings per share, +2 more
6 terms
performance stock units financial
"The special equity award consists of performance stock units valued at $6 million at the target level of performance"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
restricted stock units financial
"and restricted stock units valued at $1.5 million."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
change in control financial
"unless a qualifying termination occurs within 12 months following a change in control."
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
talent development milestones financial
"The award also includes talent development milestones, representing $1.0 million of the total award"
AI-enabled products and solutions technical
"introducing AI-enabled products and solutions by increasing adjusted growth profit in the Robinson Managed Services business unit"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: May 29, 2026
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
Commission File Number: 000-23189
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||||||||
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: 952 -937-8500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers
On May 29, 2026, the Talent & Compensation Committee of C.H. Robinson Worldwide, Inc. (the “Company”) approved a special equity award for Arun Rajan, the Company’s Chief Strategy and Innovation Officer, designed to drive strategic and talent development outcomes, as well as to reward financial overperformance and retain Mr. Rajan’s service to achieve these objectives. The special equity award consists of performance stock units valued at $6 million at the target level of performance and restricted stock units valued at $1.5 million. The number of units subject to the equity award 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 day prior to the grant date, and rounding down to the nearest whole number. Mr. Rajan’s special equity award is subject to the Amended and Restated 2022 Equity Incentive Plan.
The performance stock unit award vests based on achievement of strategic and talent development milestones over a five-year period covering FY2026 – FY2030, plus an “outperformance” portion based on exceptional financial performance in 2030. The award includes two strategic milestones, each weighted equally for a total of $2.5 million of the total award, that relate to (i) high-quality truckload growth in any fiscal year during the performance period and (ii) introducing AI-enabled products and solutions by increasing adjusted growth profit in the Robinson Managed Services business unit for two consecutive years during the performance period. The award also includes talent development milestones, representing $1.0 million of the total award, that relates to the creation, identification and development of leadership in the Company’s strategic and innovation functions over the performance period. The outperformance award, representing $2.5 million of the total award at target, is based on achievement of adjusted earnings per share goals for the last year of the performance period, with potential payouts ranging from 50% to 200% of target. The performance stock units will be forfeited if Mr. Rajan’s service with the Company terminates for any reason other than death or disability prior to vesting, unless a qualifying termination occurs within 12 months following a change in control.
The restricted stock unit award vests over five years, as to 20% of the shares on each one-year anniversary of the date of grant, subject to certain accelerated or continued vesting provisions in the case of a termination without cause, resignation for good reason, death or disability.
The foregoing descriptions of the performance stock unit and restricted stock unit award agreements are qualified by reference to the full text of the award agreements, which are filed as Exhibits 10.1 and 10.2 hereto, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| NUMBER | DESCRIPTION | |||||||
| 10.1 | Performance stock unit award for Arun Rajan. | |||||||
| 10.2 | Restricted stock unit award agreement for Arun Rajan. | |||||||
| 104 | The cover page from the Current Report on Form 8-K formatted in Inline XBRL. | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:May 29, 2026
C.H. ROBINSON WORLDWIDE, INC. | |||||||||||
By: | /s/ Dorothy G. Capers | ||||||||||
Dorothy G. Capers | |||||||||||
Chief Legal Officer and Corporate Secretary | |||||||||||
FAQ
What equity award did C.H. Robinson (CHRW) grant to Arun Rajan?
C.H. Robinson granted Arun Rajan performance stock units valued at $6 million at target and restricted stock units valued at $1.5 million. The number of units depends on the 30-day average share price before the grant date, rounded down to whole units.
How do the performance stock units for CHRW’s Arun Rajan vest?
The performance stock units vest over a five-year period covering FY2026–FY2030 based on strategic, talent development, and financial milestones. These include truckload growth, AI-enabled solutions driving adjusted gross profit, leadership development, and adjusted earnings per share goals in 2030 with variable payout levels.
What is the outperformance component of Arun Rajan’s award at C.H. Robinson?
The outperformance component represents $2.5 million of the target award and is tied to adjusted earnings per share goals for 2030. Depending on performance, this portion can pay from 50% to 200% of target, directly linking higher payouts to exceptional financial results.
How do Arun Rajan’s restricted stock units at CHRW vest over time?
The restricted stock units vest over five years, with 20% of the shares vesting on each one-year anniversary of the grant date. Certain conditions, such as termination without cause, resignation for good reason, death, or disability, can trigger accelerated or continued vesting under the award agreement.
What happens to Arun Rajan’s performance stock units if his service at CHRW ends?
If Arun Rajan’s service ends before vesting, his performance stock units are generally forfeited unless the termination is due to death or disability, or is a qualifying termination within 12 months after a change in control. These conditions support retention while providing protections in specific scenarios.