Attorneys hired by the Port of Seattle told the port commissioners on Tuesday that Port CEO Tay Yoshitani's role as a director of Expeditors International doesn't create a conflict of interest.
Port of Seattle CEO Tay Yoshitani’s position as a director of logistics company Expeditors International doesn’t create a conflict of interest, an independent review has found.
Gerry Alexander, a retired state Supreme Court chief justice, told port commissioners Tuesday that because Expeditors neither competes nor does business directly with the Port, Yoshitani’s service on its board doesn’t violate state law or the Port’s ethics rules.
Alexander and Poulsbo attorney Russ Perisho were hired by the Port last month to re-examine Yoshitani’s arrangement with Expeditors. An ethics expert from Los Angeles also was hired to assess the Port’s ethics policies and suggest changes.
Yoshitani, who earns $367,000 a year as Port CEO, negotiated a provision in his 2010 employment agreement that allows him to serve on corporate boards, provided he does so on his own time and the service doesn’t “create or appear to create a conflict of interest” or violate the Port’s ethics code.
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Yoshitani told Alexander and Perisho that when he negotiated that provision, he “had no specific understanding that he would be asked to serve on the board of Expeditors.”
He said he began discussing with company officials the possibility of joining the Seattle-based company’s board in early 2012, and after receiving clearance from the Port’s in-house lawyer officially did so on Aug. 6.
The company’s non-employee directors normally receive $30,000 a year, $1,000 for each day they attend a board meeting or do committee work, and $200,000 worth of restricted stock.
Alexander said that because Yoshitani was elected partway through a normal board term, he hasn’t actually received any Expeditors stock. However, according to his report, “it is understood … that Expeditors intends to provide compensation of equivalent value to Mr. Yoshitani during his term as director,” which expires in May 2013.
Alexander’s report noted some connections between Expeditors and the Port. The Port forwarded to federal officials Expeditors’ application for one of its warehouses to be designated a “foreign trade zone.” In addition, in a few instances before he was formally named to the board, Yoshitani emailed the company from his Port computer and his assistant called or emailed the company on his behalf.
However, Alexander called those activities “incidental and minimal” and noted that Yoshitani has arranged for all Expeditors-related communications to go to his house. And he called the Port’s role in the warehouse application “purely ministerial,” meaning it made no independent decisions or judgments.
Drew DeSilver: 206-464-3145 or email@example.com