DEF 14A of GXO Logistics, Inc.

Filed Apr 26, 2024 · FY20230001104659-24-052556

Open on EDGAR

DIRECTORS
DIRECTORS Our Board of Directors currently consists of nine (9) members as set forth in the table below. Our amended and restated certificate of incorporation provides for a classified board of directors, with members of each class serving staggered three-year terms. We have three directors in Class I, three directors in Class II and three directors in Class III. By 2025, all of our directors will stand for election each year for one-year terms, and our board will therefore no longer be divided into three classes. The terms of directors in Classes I, II and III end at the annual meetings in 2025 and 2024, as indicated below.
DIRECTORS
| Name | Age | Position | Class | | Brad Jacobs | 67 | Non-Executive Chairman of the Board | Class III—Expiring 2024 | | Marlene Colucci | 61 | Vice Chair | Class III—Expiring 2024 | | Oren Shaffer | 81 | Lead Independent Director | Class III—Expiring 2024 | | Gena Ashe | 62 | Director | Class I—Expiring 2025 | | Clare Chatfield | 66 | Director | Class II—Expiring 2025 | | Matthew Fassler | 53 | Director | Class I—Expiring 2025 | | Joli Gross | 54 | Director | Class II—Expiring 2025 | | Jason Papastavrou | 61 | Director | Class II—Expiring 2025 | | Malcolm Wilson | 65 | Director and Chief Executive Officer | Class I—Expiring 2025 |
DIRECTORS
Set forth below is information regarding each of our directors and director nominees, including the experience, qualifications, attributes or skills that led our Board to conclude that each such nominee should serve as a director.
DIRECTORS
| Brad Jacobs | Non-Executive Chairman and Director since 2021 | | Age: 67 | | | Mr. Jacobs has served as non-executive chairman of our Board of Directors since August 2, 2021. Mr. Jacobs has been the executive chairman of the board of directors at XPO, Inc. (“XPO”) since November 1, 2022 and was previously chairman and chief executive officer from September 2011 to November 2022. Prior to XPO, Mr. Jacobs led two public companies: United Rentals, Inc. (NYSE: URI), which he founded in 1997, and United Waste Systems, Inc., which he founded in 1989. Mr. Jacobs served as chairman and chief executive officer of United Rentals for that company’s first six years and as its executive chairman for an additional four years. He served eight years as chairman and chief executive officer of United Waste Systems. Mr. Jacobs has served as the non-executive chairman of the board of directors of RXO, Inc. (NYSE: RXO) since November 1, 2022. | | | Board Committees: None. Other Public Company Boards: XPO, Inc. and RXO, Inc. | | | Mr. Jacobs brings to the Board: ▪ In-depth knowledge of GXO’s business resulting from his years of service with XPO as its chief executive officer; ▪ Leadership experience as XPO’s executive chairman and former chief executive officer and a successful track record of leading companies that execute strategies similar to ours; and ▪ Extensive past experience as the chairman of the board of directors of several public companies. | |
DIRECTORS
| Marlene Colucci | Vice Chair since 2021 Independent Director since 2021 | | Age: 61 | | | Ms. Colucci has served as vice chair of our Board of Directors since August 2, 2021. Ms. Colucci also served as a director of XPO from February 7, 2019 to August 2, 2021, when she resigned to join GXO’s Board. She has served as the chief executive officer of The Business Council in Washington, D.C. since July 2013. Ms. Colucci also serves on the Board of Directors for the National Endowment for Democracy. Previously, from September 2005 to June 2013, she was executive vice president of public policy for the American Hotel & Lodging Association. From September 2003 to June 2005, she served in the White House as special assistant to President George W. Bush in the Office of Domestic Policy. In this role, she developed labor, transportation and postal reform policies and advised the president and his staff on related matters. Earlier, Ms. Colucci served as deputy assistant secretary with the U.S. Department of Labor’s Office of Congressional and Intergovernmental Affairs. Her law career includes more than 12 years with the firm of Akin Gump Strauss Hauer & Feld LLP, where she served as senior counsel. She holds a juris doctorate degree from the Georgetown University Law Center. | | | Board Committees: ▪ Member of Compensation Committee ▪ Member of Nominating, Corporate Governance and Sustainability Committee | | | Other Public Company Boards: None. | | | Ms. Colucci brings to the Board: ▪ Significant experience with public policy development, including labor and transportation policy, from over two decades of relevant government and private sector experience; and ▪ Meaningful perspectives on matters of corporate governance and business operations from her tenure leading the premier association of chief executive officers of the world’s most important business enterprises. | |
DIRECTORS
| Oren Shaffer | Lead Independent Director since 2021 | | Age: 81 | | | Mr. Shaffer has served as lead independent director of the company since August 2, 2021. Mr. Shaffer also served as a director of XPO from September 2, 2011 to August 2, 2021, when he resigned to join GXO’s Board. From 2002 to 2007, Mr. Shaffer was vice chairman and chief financial officer of Qwest Communications International, Inc. (now CenturyLink, Inc.). Previously, Mr. Shaffer was president and chief operating officer of Sorrento Networks, Inc., executive vice president and chief financial officer of Ameritech Corporation and held senior executive positions with The Goodyear Tire & Rubber Company, where he also served on the board of directors. Additionally, Mr. Shaffer served as a director on the board of Terex Corporation from 2007 until May 2019. He holds a master’s degree in management from the Sloan School of Management, Massachusetts Institute of Technology, and a degree in finance and business administration from the University of California, Berkeley. | | | Board Committees: ▪ Chair of Audit Committee | | | Other Public Company Boards: None. | | | Mr. Shaffer brings to the Board: ▪ Senior financial, operational and strategic experience with various large companies; ▪ Corporate governance expertise from serving as director of various public companies; and ▪ Financial expertise related to his qualifications as an “audit committee financial expert” under SEC regulations. | |
DIRECTORS
| Gena Ashe | Independent Director since 2021 | | Age: 62 | | | Ms. Ashe has served as a director of the company since August 2, 2021. Ms. Ashe also served as a director of XPO from March 21, 2016 to August 2, 2021, when she resigned to join GXO’s Board, and as a director of Skyward Specialty Insurance, Inc.(NASDAQ: SKWD) since August 2023 and Chair of its Nominating and Corporate Governance Committee. She has served as the chief legal officer and corporate secretary of Anterix Inc. (NASDAQ: ATEX) since July 2019 and as the president and chief executive officer of GLA Legal Advisory Group, LLC since February 2018. She was senior vice president, chief legal officer and corporate secretary of Adtalem Global Education Inc. (NYSE: ATGE) from May 2017 to February 2018 and executive vice president, chief legal officer and corporate secretary of KKR portfolio company, BrightView Landscapes, LLC from December 2012 to June 2016. Ms. Ashe served as vice-chairman of the Supervisory Board of XPO Logistics Europe S.A. from February 2017 to June 2021. In addition, she served as a director of the Cold Bore Capital Management portfolio company, American Landscape Partners, LLC from February 2021 through August 2023, when the company was acquired, and as a Board Trustee of Spelman College from April 2014 through June 2023. Ms. Ashe has served on the board of directors of the Executive Leadership Council since January 2021. Ms. Ashe holds a juris doctorate degree from Georgetown University Law Center, where she serves on the Georgetown Law Advisory Board, a master’s degree in electrical engineering from Georgia Institute of Technology and a bachelor’s degree in mathematics, with a physics minor, from Spelman College. She has completed the executive development program at the Wharton School of the University of Pennsylvania and holds a certificate in international management from Oxford University in England. | | | Board Committees: ▪ Member of Audit Committee | | | Other Public Company Boards: Skyward Specialty Insurance Group, Inc. | | | Ms. Ashe brings to the Board: ▪ Extensive prior experience with public and private company governance and legal matters, including corporate governance best practices, enterprise risk management and compliance policy development; ▪ In-depth commercial acumen as a tenured technology lawyer with insights into our most important customer verticals, including technology; ▪ Significant exposure to multinational corporate environments, including experience on a European supervisory board, with a global business perspective. | |
DIRECTORS
| Clare Chatfield | Independent Director since 2021 | | Age: 66 | | | Ms. Chatfield has served as a director of the company since July 22, 2021. Ms. Chatfield has also served as chairwoman of the Board of the shipbuilding group, Chantiers de l’Atlantique, and president of its Strategy Committee, and a member of the Remuneration and ESG Committee since December 2022, as well as a director of Savencia S.A. (EURONEXT: SAVE) an international dairy and specialty cheese group since 2016 and also as president of its Management and Compensation Committee. Ms. Chatfield also served as a director of XPO Logistics Europe S.A. and president of its Audit committee from 2016 to June 2021. She also served as a director of Daher Group (aerospace sector) and an Audit committee member from 2016 through 2022, and a director of Groupe Antalys (paper distribution) and a Remuneration and Management Committee member from 2017 through 2020. Ms. Chatfield’s career in strategy consulting spans more than three decades since 1990 at L.E.K. Consulting as Managing Partner of the Paris office and Global Head and Senior Partner of the Energy Transition and Environment Practice. Ms. Chatfield holds an MBA from INSEAD and an undergraduate degree from the University of Cambridge in England. | | | Board Committees: ▪ Member of Audit Committee | | | Other Public Company Boards: Savencia S.A. | | | Ms. Chatfield brings to the Board: ▪ Significant financial and accounting expertise, including prior service on public company audit committees; ▪ Broad multinational corporate experience across the principal European markets where the company operates; and ▪ An in-depth understanding of environmental best practices and ESG matters. | |
DIRECTORS
| Matthew Fassler | Director since 2023 | | Age: 53 | | | Mr. Fassler has served as a director of the company since October 11, 2023. Mr. Fassler has been the managing member of State Road Advisors, a strategic consulting enterprise providing advisory services to the C-suite, since January 2023. Mr. Fassler has also served as Chief Strategy Officer of Jacobs Private Equity, LLC since September 2023. Previously, Mr. Fassler served as Chief Strategy Officer of XPO, Inc. from 2018 through 2022, overseeing the company’s strategy, capital structure, investor relations and analysis of growth opportunities. Prior to XPO, Mr. Fassler spent more than 20 years at Goldman Sachs in Global Investment Research as a managing director, business unit leader for the consumer sector from 2007 through 2018, and managing director, co-business unit leader for the retail sector from 2004 through 2007. Mr. Fassler held various other positions at Goldman Sachs from 1992 through 2004. Mr. Fassler holds a Bachelor of Arts degree in History from Yale University. | | | Board Committees: None. | | | Other Public Company Boards: None. | | | Mr. Fassler brings to the Board: ▪ Extensive knowledge from over two decades of senior executive experience, including his service as a managing director and business unit leader, with responsibility for the broader consumer sector at Goldman Sachs; and ▪ Expertise related to market dynamics in the ecommerce and consumer sectors. | |
DIRECTORS
| Joli Gross | Independent Director since 2021 | | Age: 54 | | | Ms. Gross has served as a director of the company since August 2, 2021. Ms. Gross also serves as senior vice president, chief legal & sustainability officer, corporate secretary of United Rentals, Inc. (NYSE: URI), a title she has held since January 2024. Ms. Gross is also executive sponsor of Planet United, the United Rentals employee resource group focused on sustainability. She previously served as senior vice president, general counsel, corporate secretary and chief sustainability officer from June 2023 to January 2024 and, prior to that, as senior vice president, general counsel and corporate secretary from May 2017 to June 2023. From 2002 through 2017, Ms. Gross held various other positions in United Rentals’ legal department. Prior to joining United Rentals, she was an associate with the law firm of Day, Berry & Howard LLP, specializing in commercial real estate and contracts, and with Edward & Angell LLP, specializing in civil litigation and arbitration. She holds a juris doctorate from New England School of Law, a bachelor’s degree from Boston University and a certificate in business excellence from the Columbia University Business School. Ms. Gross currently serves on the board of Family Centers and Mystic Aquarium. | | | Board Committees: ▪ Chair of Nominating, Corporate Governance and Sustainability Committee ▪ Member of Compensation Committee | | | Other Public Company Boards: None. | | | Ms. Gross brings to the Board: ▪ Extensive knowledge of commercial legal best practices from her prior private practice and corporate experiences; ▪ In-depth knowledge of sustainability and climate change matters as she oversees environmental matters at United Rentals, Inc. and is the executive sponsor of Planet United, the United Rentals, Inc.’s employee resource group focused on sustainability; and ▪ Expertise related to corporate governance, risk management and cybersecurity preparedness from her role as general counsel of a public company. | |
DIRECTORS
| Jason Papastavrou, Ph.D. | Independent Director since 2021 | | Age: 61 | | | Dr. Papastavrou has served as a director of the company since August 2, 2021. Dr. Papastavrou also served as a director of XPO from September 2, 2011 to August 2, 2021, when he resigned to join GXO’s Board, and has served as lead independent director of Chicago Atlantic Real Estate Finance, Inc. (NASDAQ: REFI) since December 2021. He founded ARIS Capital Management, LLC in 2004 and serves as its chief investment officer. Previously, Dr. Papastavrou was the founder and managing director of the Fund of Hedge Funds Strategies Group of Banc of America Capital Management (BACAP), president of BACAP Alternative Advisors and a senior portfolio manager with Deutsche Asset Management. He was a tenured professor at Purdue University School of Industrial Engineering and holds a doctorate in electrical engineering and computer science from the Massachusetts Institute of Technology. Dr. Papastavrou served on the board of directors of United Rentals, Inc. (NYSE: URI) from April 2005 to May 2020. | | | Board Committees: ▪ Chair of Compensation Committee ▪ Member of Nominating, Corporate Governance and Sustainability Committee | | | Other Public Company Boards: Chicago Atlantic Real Estate Finance, Inc. | | | Dr. Papastavrou brings to the Board: ▪ Significant financial and accounting expertise, including prior service on public company audit committees; and ▪ Extensive experience with finance and risk-related matters from holding senior positions at investment management firms. | |
DIRECTORS
| Malcolm Wilson | Director since 2021 | | Age: 65 | | | | Mr. Wilson has served as a director and Chief Executive Officer of the company since August 2, 2021. Prior to the formation of GXO, Mr. Wilson served as chief executive officer of XPO Logistics Europe. Mr. Wilson has three decades of executive experience managing multinational supply chain operations in North America, Europe and Asia. He joined XPO in 2015 through the company’s acquisition of industry leader Norbert Dentressangle, where he led the logistics division and served on the executive board. Mr. Wilson grew the logistics division to global scale as Norbert Dentressangle’s largest revenue-producing unit. | | Board Committees: None. | | | Other Public Company Boards: None. | | | Mr. Wilson brings to the Board: ▪ Substantial industry expertise resulting from his service at XPO and Norbert Dentressangle; and ▪ Extensive leadership experience as XPO Logistics Europe’s chief executive officer and having served on the executive board of other industry leaders. | |
SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF DIRECTORS AND DIRECTOR NOMINEES
SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF DIRECTORS AND DIRECTOR NOMINEES
SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF DIRECTORS AND DIRECTOR NOMINEES
| | Brad Jacobs | Marlene Colucci | Oren Shaffer | Gena Ashe | Clare Chatfield | Matthew Fassler | Joli Gross | Dr. Jason Papastavrou | Malcolm Wilson | | BUSINESS OPERATIONS experience provides a practical understanding of developing, implementing and assessing our operating plan and business strategy. | | | | | | | | | | | CORPORATE GOVERNANCE experience bolsters Board and management accountability, transparency and a focus on stockholder interests. | | | | | | | | | | | CUSTOMER SERVICE experience brings an important perspective to our Board, given the importance of customer retention to our business model. | | | | | | | | | | | ENVIRONMENTAL SUSTAINABILITY AND CORPORATE RESPONSIBILITY experience allows our Board’s oversight to guide our long-term value creation for stockholders in a way that is sustainable. | | | | | | | | | | | EFFECTIVE CAPITAL ALLOCATION experience is crucial to our Board’s evaluation of our financial statements and capital structure. | | | | | | | | | | | CRITICAL ANALYSIS OF CORPORATE FINANCIAL STATEMENTS AND CAPITAL STRUCTURES experience assists our directors in overseeing our financial reporting and internal controls. | | | | | | | | | | | HUMAN RESOURCE MANAGEMENT experience allows our Board to further our goals of making GXO an inclusive workplace and aligning human resources objectives with our strategic and operational priorities. | | | | | | | | | | | MULTINATIONAL CORPORATE MANAGEMENT experience informs the Board’s strategic thinking, given the global nature of our business. | | | | | | | | | | | SALES AND MARKETING experience helps our Board assist with our business strategy and with developing new services and operations. | | | | | | | | | | | MERGERS AND ACQUISITIONS, INTEGRATION AND OPTIMIZATION experience helps our company identify the optimal strategic opportunities for profitable growth and realize synergies. | | | | | | | | | | | LOGISTICS INDUSTRY experience is important in understanding our competitive environment and market positioning. | | | | | | | | | | | RISK MANAGEMENT experience is critical to our Board’s role in overseeing the risks facing our company, including mitigation measures. | | | | | | | | | | | TALENT MANAGEMENT AND ENGAGEMENT experience helps our company attract, motivate and retain top candidates for leadership roles and innovation teams. | | | | | | | | | | | TECHNOLOGY AND INFORMATION SYSTEMS experience provides valuable insights as we continually seek to enhance customer outcomes and internal operations. | | | | | | | | | |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table sets forth information concerning the compensation of each person who served as a non-employee director of our company during 2023.
2023 Director Compensation Table
2023 Director Compensation Table
2023 Director Compensation Table
| Name | Fees Earned in Cash(1) | Stock Awards(2) | Total | | Brad Jacobs(3) | $80,000 | $186,848 | $266,848 | | Marlene Colucci(4) | $105,000 | $186,848 | $291,848 | | Oren Shaffer(5) | $130,000 | $186,848 | $316,848 | | Gena Ashe(6) | $80,000 | $186,848 | $266,848 | | Clare Chatfield(7) | $80,000 | $186,848 | $266,848 | | Matthew Fassler(8) | $— | $44,623 | $44,623 | | Joli Gross(9) | $100,000 | $186,848 | $286,848 | | Jason Papastavrou(10) | $100,000 | $186,848 | $286,848 |
2023 Director Compensation Table
(1) The amounts reflected in this column represent the fees earned by the directors for their service during 2023. Because the fees are paid in arrears and fourth quarter payments are received during the following calendar year, fees earned more accurately represent the compensation received by our directors. (2) The amounts reflected in this column represent the grant date fair value of the awards made in 2023 as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718 “Compensation—Stock Compensation” (“ASC 718”). For further discussion of the assumptions used in the calculation of the grant date fair value, please see “Notes to Consolidated Financial Statements—Note 13. Stock-Based Compensation” of our company’s Annual Report on Form 10-K for the year ended December 31, 2023. Each director serving on January 2, 2024, received an award of 1,282 RSUs on such date for service as a director in 2024. These awards vest on January 2, 2025, and are not reflected in the table above. (3) As of December 31, 2023, Mr. Jacobs held 4,453 RSUs. As of the Record Date, Mr. Jacobs beneficially owned a total of 1,695,763 shares of our common stock as disclosed in this Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.” (4) As of December 31, 2023, Ms. Colucci held 15,360 RSUs. As of the Record Date, Ms. Colucci beneficially owned a total of 17,997 shares of our common stock as disclosed in this Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.” (5) As of December 31, 2023, Mr. Shaffer held 70,440 RSUs. As of the Record Date, Mr. Shaffer beneficially owned a total of 101,576 shares of our common stock as disclosed in this Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.” (6) As of December 31, 2023, Ms. Ashe held 36,114 RSUs. As of the Record Date, Ms. Ashe beneficially owned a total of 7,481 shares of our common stock as disclosed in this Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.” (7) As of December 31, 2023, Ms. Chatfield held 6,573 RSUs. As of the Record Date, Ms. Chatfield beneficially owned a total of 7,646 shares of our common stock as disclosed in this Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.” (8) As of December 31, 2023, Mr. Fassler held 783 RSUs. As of the Record Date, Mr. Fassler beneficially owned a total of 883 shares of our common stock as disclosed in this Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.” (9) As of December 31, 2023, Ms. Gross held 4,453 RSUs. As of the Record Date, Ms. Gross beneficially owned a total of 8,185 shares of our common stock as disclosed in this Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.” (10) As of December 31, 2023, Dr. Papastavrou held 55,678 RSUs. As of the Record Date, Dr. Papastavrou beneficially owned a total of 238,006 shares of our common stock as disclosed in this Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.” The compensation of our directors is subject to approval by our Board and is based, in part, on the recommendation of the Compensation Committee. Our compensation consultants reviewed and provided recommendations regarding our non-management director compensation program including cash and equity compensation. Directors who are employees of our company do not receive additional compensation for service as members of either our Board or its committees. For service during calendar year 2023, our non-employee directors received an annual cash retainer of $80,000, payable quarterly in arrears, and time-based RSUs (“Time-Based RSUs”) with a grant date fair value of $186,848. The annual grant of such Time-Based RSUs was made on the first business day of 2023 (the “RSU Grant Date”) and the number of units was determined by dividing $190,000 by the average of the closing prices of the company’s common stock on the 10 trading days immediately preceding the RSU Grant Date. Mr. Fassler was appointed to the Board on October 11, 2023, and received a prorated grant of Time-Based RSUs worth $44,623. The vice chair of the Board received an additional $25,000 annual cash retainer, payable quarterly in arrears. The lead independent director also received an additional $25,000 annual cash retainer, payable quarterly in arrears. The chairs of our Audit Committee, our Compensation Committee and our Nominating, Corporate Governance and Sustainability Committee each received an additional cash retainer of $25,000, $20,000 and $20,000, respectively, payable quarterly in arrears.
2023 Director Compensation Table
No other fees are paid to our directors for their attendance at or participation in meetings of our Board or its committees. We reimburse our directors for expenses incurred in the performance of their duties, including reimbursement for air travel and hotel expenses. In 2022, our Board adopted a stock ownership policy establishing guidelines and stock retention requirements that apply to our non-employee directors and executive officers. Non-employee directors are subject to a stock ownership guideline of six (6) times the annual cash retainer. To determine compliance with these guidelines, generally, common stock held directly or indirectly and unvested restricted stock units subject solely to time-based vesting count toward meeting the stock ownership guidelines. Stock options, whether vested or unvested, and equity-based awards subject to performance-based vesting conditions are not counted toward meeting stock ownership guidelines until they have settled or have been exercised, as applicable. Until the guidelines are met, 70% of shares received upon settlement of equity-based awards are required to be retained by the director. Under the policy, a newly appointed director is required to reach the required ownership level no later than five years from the date of his or her appointment. As of the date of this proxy, all of our non-employee directors were in compliance with our stock ownership policy.
COMPENSATION GOVERNANCE HIGHLIGHTS
| WHAT WE DO | WHAT WE DON’T DO | | Significant emphasis on variable compensation. Our executive compensation program is heavily weighted toward variable compensation, including long-term incentives that are primarily performance-based and annual short-term cash incentives. This allows the Committee to closely align total compensation values with both company and individual performance on an annual and long-term basis. | No exceptional perquisites. Our NEOs have no relocation benefits or supplemental pension or retirement savings beyond what is provided broadly to all GXO employees. In addition, our NEOs have no perquisites such as personal use of company aircraft, executive health services, club memberships, stipends or financial planning services. | | Substantial portion of compensation subject to creation of stockholder value. Performance-based awards are, and have been, subject to meaningful stock price and/or financial-related performance goals measured over service-based vesting periods. The Committee also continually reviews the full portfolio of GXO stockholdings for each NEO to ensure there is a sufficient amount of compensation at risk and aligned with stockholder returns and value creation while sustaining the NEO’s focus on the company’s strategic objectives. | No pledging or hedging of company stock without preclearance. Under our insider trading policy, our company’s directors and executive officers, including the NEOs, are prohibited from pledging or holding company securities in a margin account without preclearance. In addition, without preclearance, they are prohibited from engaging in hedging transactions such as prepaid variable forwards, equity swaps, collars and exchange funds or any other transactions that are designed to hedge or offset or have the effect of hedging or offsetting any decrease in the market value of company equity securities. | | Stock ownership policies. The Board has established stock ownership guidelines and stock retention requirements that encourage the strong ownership mindset that exists among our executives. | No guaranteed annual salary increases or bonuses. Salary increases are not guaranteed annually and are benchmarked against market data. We do not guarantee bonus payouts. | | Clawback policy. Our NEOs are subject to clawback restrictions with respect to long-term and annual short-term incentive compensation. | No stock option repricing or discounted exercise price. Our company’s equity incentive plan does not permit either stock option repricing without stockholder approval or stock option awards with an exercise price below fair market value. | | Restrictive covenants. Our NEOs are subject to comprehensive non-competition and other restrictive covenants. | No golden parachute excise tax gross-ups. GXO does not provide golden parachute excise tax gross-ups. | | Engage with stockholders. Our Board values stockholder feedback and carefully considers investor perspectives for incorporation into its decision-making process around governance, compensation and sustainability practices. | No consultant conflicts. The Committee retains an independent compensation consultant who performs services only for the Committee, as described in more detail below under the heading “Role of the Committee’s Independent Compensation Consultant.” |
GXO Compensation Peer Group
GXO Compensation Peer Group The Committee, with input from management and its independent compensation consultant, developed a compensation peer group consisting of 18 companies to assist in making 2023 compensation decisions. A number of screening criteria were used to determine the selected companies as detailed in the table above. Our compensation peer group had 2022 annual revenues ranging from $0.43 billion to $100.34 billion with median revenues of $7.89 billion. Our 2022 revenue of $8.99 billion positioned GXO at the 54th percentile of our compensation peer group. For 2023 compensation decisions, the compensation peer group consisted of the companies below:
GXO Compensation Peer Group
| Americold Realty Trust | Flex Ltd. | | Aspen Technology, Inc. | Iron Mountain Incorporated | | Avnet, Inc. | Pitney Bowes Inc. | | C.H. Robinson Worldwide, Inc. | Rockwell Automation, Inc. | | Celestica Inc. | Rollins, Inc. | | Cintas Corporation | Ryder System, Inc. | | Emerson Electric Co. | Sanmina Corporation | | Expeditors International of Washington, Inc. | The Descartes Systems Group Inc. | | FedEx Corporation | United Parcel Service, Inc. |
Annual Short-Term Incentive Target Opportunity
Annual Short-Term Incentive Target Opportunity Our short-term incentive program is at risk and contingent on the achievement of financial goals. It is designed to reward annual performance that supports the company’s strategy and results. Each NEO is eligible for a target short-term incentive (“STI”) amount. The Committee reviewed market and peer data to determine the STI target opportunity for our NEOs. The Target STI Opportunity percentage of Mr. Wilson was increased to make progress against the market median rate and recognize leadership effectiveness. The other NEOs had no changes to Target STI Opportunity percentage. The table below reflects the 2023 annual STI opportunity of each NEO.
Annual Short-Term Incentive Target Opportunity
| Executive Officer | Annualized Base Salary | Target STI Opportunity (as a % of Base Salary) | Target STI Opportunity | | Malcolm Wilson | $850,000 | 150% | $1,275,000 | | Baris Oran | $630,000 | 100% | $630,000 | | Richard Cawston | $547,264 | 100% | $547,264 | | Karlis Kirsis | $465,000 | 100% | $465,000 | | Elizabeth Fogarty | $420,000 | 75% | $315,000 | | Maryclaire Hammond | $450,000 | 75% | $337,500 |
Annual Short-Term Incentive Payout Eligibility and Range
Annual Short-Term Incentive Payout Eligibility and Range The evaluation of short-term incentive payouts is based on a review of key performance measures that are of preeminent importance to the company and our stockholders. For the 2023 performance year, the Committee determined that the threshold goals per metric must be met or exceeded for NEOs to become eligible for a short-term incentive award, assuming they remained employed on the payment date. Based on the Committee’s 2023 decision-making framework, cash STI payments are subject to a payout range of 0% to a cap of 200% of target, with straight-line interpolation results for all values in between.
2023 Annual Short-Term Incentive Financial Results Relative to Targets
2023 Annual Short-Term Incentive Financial Results Relative to Targets As part of the company’s forecasting process for 2023, senior executives established goals for three key performance indicators, which were reviewed with the Committee: adjusted EBITDA, organic revenue and free cash flow, as shown below. These metrics were selected as key indicators that are important to the company and our stockholders, while also strongly supporting our compensation philosophy. They are a reflection of strong company performance and aligned with the prevalent short-term incentive practices of our peers. Additionally, we believe these metrics are in line with our earnings-based focus, driving organic revenue as we continue to increase our capabilities for customers while monitoring free cash flow for future actions that would improve shareholder value. The Committee requested that the compensation consultant review the 2023 short-term incentive design and concluded that no substantive changes were necessary compared to previous design. Performance based on a scorecard of these three weighted metrics (as set forth below) were considered by the Committee when determining the 2023 annual incentive amounts for our NEOs. ■ 50%—Adjusted EBITDA; ■ 30%—Organic Revenue; and ■ 20%—Free Cash Flow. As a result of the company’s financial achievement against 2023 Targets, listed in the chart below, our NEOs were eligible for a 2023 STI payout of 119.61% of their individual target STI opportunity. The Committee reserves the right to reduce the payout percentage based on other factors, but the Committee took no such action for the 2023 STI payouts.
2023 Annual Short-Term Incentive Financial Results Relative to Targets
| PRIMARY PERFORMANCE INDICATORS SUPPORTING COMMITTEE ASSESSMENT | | | | | Key Measures(1) | Weighting | 2023 Targets | Financial Achievements % | | Adjusted EBITDA(2) | 50% | $715 million | 112% | | Organic Revenue(2) | 30% | $9,620 million | 78% | | Free Cash Flow(2) | 20% | $192 million | 200% |
2023 Annual Short-Term Incentive Financial Results Relative to Targets
Excludes impact of the PFSweb acquisition. (2) See Annex A for a description of non-GAAP financial measures.
2023 Annual Short-Term Incentive Payout
2023 Annual Short-Term Incentive Payout Below is a summary of our NEOs’ total annual STI opportunity at target and Total Actual STI payout as approved by the Committee with respect to 2023 final key measure outcomes. On November 7, 2023, the company entered into a settlement agreement with Ms. Hammond in connection with her termination as Chief Human Resources Officer effective November 3, 2023, and separation from employment with the company without cause on December 31, 2023. See the “Potential Payments Upon Termination or Change in Control” table for further details of the separation payments made to Ms. Hammond in connection with the termination of her employment without cause, which includes a STI payment (as part of her negotiated settlement) calculated at actual performance level for 2023.
2023 Annual Short-Term Incentive Payout
| STI FOR PERFORMANCE YEAR 2023 | | | | | | | | | Target | | Actual | | | Executive Officer | Base Salary | Annual STI Opportunity (% of Base Salary) | Annual STI Opportunity | STI Funding Percentage | Total Actual STI | | Malcolm Wilson | $850,000 | 150% | $1,275,000 | 119.61% | $1,525,049 | | Baris Oran | $630,000 | 100% | $630,000 | 119.61% | $753,554 | | Richard Cawston | $547,264(1) | 100% | $547,264 | 115.86% | $634,061 | | Karlis Kirsis | $465,000 | 100% | $465,000 | 119.61% | $556,194 | | Elizabeth Fogarty | $420,000 | 75% | $315,000 | 119.61% | $376,777 |
2023 Annual Short-Term Incentive Payout
(1) Mr. Cawston’s salary was determined in British Pounds Sterling and shown in USD for illustrative purposes at an exchange rate of approximately £1=$1.244 (the yearly average exchange rate during fiscal 2023 available on the Internal Revenue Service website). Additionally, a one-time cash bonus award of $217,622 was paid to Mr. Cawston with respect to a new agreement being signed by both GXO and a key customer. This bonus opportunity was granted and paid to Mr. Cawston in 2023 prior to his appointment as Chief Revenue Officer.
2023 LTI Design
2023 LTI Design GXO’s 2023 LTI program consists of two equity vehicles, performance share units (“PSUs”) and restricted stock units (“RSUs”), that are designed to align NEO performance with the interests of our stockholders and incentivize outperformance through achievement of long-term goals while building retention among our key leaders. The Committee takes the view that long-term awards should incorporate ambitious strategic goals, with payouts tied to meeting rigorous measures that are tailored to the drivers of future outperformance without incurring unnecessary risk. In structuring the 2023 PSUs, the Committee carefully considered our long-term strategy and market practice to drive the right behaviors and results. The Committee wanted to build a long-term award structure that incentivizes our NEOs to achieve sustainable value creation, focused on organic growth, while ensuring the continued health of the overall business. To achieve this, the following three performance metrics and weightings were selected:
2023 LTI Design
| Metric | Weighting | | Relative total shareholder return (rTSR) to outperform S&P Midcap 400 Index | 34% | | 3-year cumulative annual organic revenue growth | 33% | | 3-year average annual adjusted EBITDA conversion to free cash flows | 33% |
2023 LTI Design
The use of organic revenue growth in this long-term plan focuses on our ability to grow over the three-year performance period. The selection of adjusted EBITDA conversion to free cash flows focuses on our capacity to generate cash flow from our adjusted EBITDA. These financial metrics are key to both our short- and long-term strategic plans. They are also fundamental metrics used by investors to assess our performance. Further, the rTSR metric was selected to align pay with the performance of GXO stock relative to other large public companies.
2023 LTI Design
The PSUs granted by GXO to executive officers, including our NEOs, in 2023 have a three-year performance measurement period ending on December 31, 2025, and a four-year vesting period ending on January 15, 2027. The PSUs are subject to a payout range of 0% to a cap of 200% of target, with straight-line interpolation results for all values in between. RSUs help us retain our key leaders and also provide a direct incentive to build stockholder value and contribute retention value in our LTI design. RSUs vest in equal installments on the first, second, third and fourth anniversaries of the grant date.
2023 LTI Mix and Awards
2023 LTI Mix and Awards The Committee approved long-term incentive awards in 2023 comprised of 70% PSUs and 30% time-based RSUs for key positions, including for Mr. Wilson, Mr. Oran and Mr. Cawston. All other executive officer positions have awards comprised of 50% PSUs and 50% RSUs.
2023 LTI Mix and Awards
| Executive Officer | PSUs Awarded (#)(1) | RSUs Awarded (#)(1) | | Malcolm Wilson | 52,333 | 22,429 | | Baris Oran | 25,120 | 10,766 | | Richard Cawston | 20,934 | 8,972 | | Karlis Kirsis | 12,959 | 12,959 | | Elizabeth Fogarty | 5,981 | 5,981 | | Maryclaire Hammond | 5,483 | 5,483 |
2023 LTI Mix and Awards
(1) The grant date fair value of the awards in accordance with FASB ASC Topic 718 can be found in the “Grants of Plan-Based Awards” table.
2024 LTI STRUCTURE
2024 LTI STRUCTURE The following is a preview of the long-term incentive structure that the Committee put in place for 2024. The Committee has approved the long-term incentive awards for 2024, with a mix of 70% PSUs and 30% time-based RSUs for Mr. Wilson and Mr. Oran and 50% PSUs and 50% time-based RSUs for all other executive officers. The Committee was guided by the same rationale as described above for the 2023 PSU grant and made certain modifications as described below. The 2024 PSU grant has the following characteristics: ■ Continues to provide for a three-year performance period (2024-2026) consistent with previous PSU grants. ■ Core metrics and weightings are consistent with 2023 PSU grants, with refreshed goal-setting for the applicable performance period. ■ Achievement of the performance threshold yields a 50% payout and achievement of the maximum performance yields a 200% payout (capped). For performance between threshold and maximum, results will be interpolated on a straight-line basis. Performance below the performance threshold will result in a 0% payout. ■ The addition of an operating return on invested capital modifier that can leverage the final payout percent by ±10%, with a 200% aggregate cap payout. The Committee added an operating return on invested capital modifier to increase alignment with shareholders and strengthen the long-term view of the long-term incentive structure. ■ Moved to a three year vesting period with the addition of a one year post-vest lockup period. The Committee modified the PSU vesting schedule from four years to three years to align our executives vesting experience with general market practice while maintaining a four year characteristic with the addition of the one-year post-vest lockup period. Additionally, the 2024 RSUs will vest ratably over a three year period. Consistent with the changes to the PSUs, the Committee changed from a four-year vesting schedule to a three-year ratable vesting schedule to align with general market practice.
Guidelines
Guidelines Stock ownership guidelines are expressed as a multiple of each NEO’s annual base salary: ■ CEO: 6x annual base salary ■ Other NEOs: 3x annual base salary Compliance with our stock ownership guidelines is generally determined using the aggregate count of shares of common stock held directly or indirectly by the NEO, plus unvested RSUs subject solely to time-based vesting. Stock options, whether vested or unvested, and equity-based awards subject to performance-based vesting conditions are not counted toward meeting stock ownership guidelines until they have settled or been exercised, as applicable. Until the stock ownership guidelines are met, an executive is required to retain 70% of the net shares (after tax withholding) received upon settlement of equity-based awards. A newly appointed executive is required to reach his or her stock ownership guideline no later than five years from the date of appointment. As of the Record Date, each NEO was in compliance with our stock ownership guidelines.
Long-term incentive compensation
Long-term incentive compensation In addition, if an NEO has engaged in certain misconduct that contributes to any material loss to the company or any of its affiliates, the company may: (i) require repayment by the NEO of any cash bonus or annual bonus previously paid, net of any taxes paid by the NEO on such bonus; (ii) cancel any earned but unpaid cash bonus or annual bonus; and/or (iii) adjust the NEO’s future compensation to recover an appropriate amount with respect to the material loss.
Annual short-term incentive compensation
Annual short-term incentive compensation In addition, if an NEO has engaged in certain willful misconduct that contributes to any material loss to the company or any of its affiliates, the company may: (i) require repayment by the NEO of any cash bonus or annual bonus previously paid, net of any taxes paid by the NEO on such bonus; (ii) cancel any earned but unpaid cash bonus or annual bonus; and/or (iii) adjust the NEO’s future compensation to recover an appropriate amount with respect to the material loss.
Role of the Committee’s Independent Compensation Consultant
Role of the Committee’s Independent Compensation Consultant The Committee’s independent advisor consults on compensation and governance matters, monitors trends and evolving market practices in executive compensation and provides general advice and support to the Committee and the Committee’s chair. Meridian Compensation Partners, LLC served as the Committees independent compensation consultant through May 2023. Beginning in June 2023, the Committee retained F.W. Cook as its independent compensation consultant. The compensation consultants do not provide any other services to the company. As part of the consultants’ engagement with the Committee, they reviewed our executive compensation peer group and conducted a competitive analysis of compensation, including base pay, short-term incentives, long-term incentives and other compensation components as needed. The compensation consultant also assisted the Committee with a variety of other issues, including analysis of share usage of our equity compensation plan, trends and regulatory developments in executive compensation, setting CEO compensation, the design and establishment of performance metrics and goals under our variable incentive plans, reviewing our compensation risk analysis and reviewing this Compensation Discussion and Analysis. The Committee considered the independence of the compensation consultants in light of applicable SEC rules and NYSE Listing Standards. After taking into account the absence of any relationships with management and members of the Committee, as well as the compensation consultants internal policies and other information provided to the Committee, the Committee determined that no conflicts of interest existed that would prevent the firms from serving as independent compensation consultants to the Committee. On an annual basis, the Committee reviews the services performed by and the fees paid to the compensation consultant.
Equity Granting Policy
Equity Granting Policy All equity awards to NEOs are approved by the Committee with a grant date determined at the time of approval. The Committee does not target a specific time during the year to make equity grants, but grant dates are always on or after the date of Committee approval.
Separation from Employment of Ms. Hammond
Separation from Employment of Ms. Hammond Following Ms. Hammonds separation from the company without cause on December 31, 2023, and pursuant to the terms of her service agreement, the GXO Logistics, Inc. Severance Plan (the “Severance Plan”), and the settlement agreement, Ms. Hammond received the following payments and benefits from the company in exchange for agreeing to a general release of claims in favor of the company and other promises by Ms. Hammond in the settlement agreement, including: (i) a cash lump sum payment equal to twelve (12) months of pay in lieu of notice, consisting of base salary, employer pension contributions and car allowance, totaling a gross amount of $525,044; (ii) a lump sum payment of $403,689, calculated at actual performance level for 2023 STI, to be paid in April 2024; (iii) a lump sum equivalent to any accrued but unused holiday paid
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the total compensation earned by our NEOs for the year ended December 31, 2023. Certain amounts paid to or earned by certain NEOs were paid in British Pounds Sterling. In the tables below, amounts for fiscal 2023 were converted to U.S. dollars at an exchange rate of approximately £1=$1.244 (the yearly average exchange rate during fiscal 2023 available on the Internal Revenue Service website).
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | | Malcolm Wilson(4) Chief Executive Officer | 2023 | $827,325 | $— | $4,221,221 | $1,525,049 | $160,067 | $6,733,662 | | | 2022 | $661,025 | $— | $2,964,294 | $1,095,854 | $130,385 | $4,851,558 | | | 2021 | $537,024 | $1,500,000 | $6,746,322 | $1,287,351 | $106,236 | $10,176,933 | | Baris Oran(5) Chief Financial Officer | 2023 | $605,308 | $— | $2,026,207 | $753,554 | $27,751 | $3,412,820 | | | 2022 | $586,154 | $— | $3,847,196 | $635,280 | $62,276 | $5,130,906 | | | 2021 | $371,539 | $750,000 | $4,917,000 | $894,000 | $91,558 | $7,024,097 | | Richard Cawston Chief Revenue Officer | 2023 | $526,306 | $217,662 (6) | $1,688,570 | $634,061 | $70,850 | $3,137,449 | | Karlis Kirsis Chief Legal Officer | 2023 | $457,290 | $— | $1,416,717 | $556,194 | $47,906 | $2,478,107 | | | 2022 | $392,278 | $— | $973,070 | $510,245 | $45,283 | $1,920,876 | | | 2021 | $363,441 | $500,000 | $1,349,421 | $757,755 | $46,144 | $3,016,761 | | Elizabeth Fogarty(7) Chief Communications Officer | 2023 | $403,539 | $— | $653,874 | $376,777 | $13,200 | $1,447,390 | | | 2022 | $390,769 | $— | $583,842 | $317,640 | $— | $1,292,251 | | | 2021 | $127,692 | $100,000 | $349,970 | $149,408 | $— | $727,071 | | Maryclaire Hammond(8) Former Chief Human Resources Officer | 2023 | $450,262 | $— | $599,413 | $— | $73,652 | $1,123,327 | | | 2022 | $398,691 | $— | $778,456 | $363,611 | $121,342 | $1,662,100 | | | 2021 | $351,653 | $350,000 | $1,274,332 | $524,636 | $119,631 | $2,620,251 |
Summary Compensation Table
(1) The amounts reflected in this column represent the aggregate grant date fair value of the awards made during 2023 as computed in accordance with FASB ASC Topic 718. The grant date value of performance share units included in this column is based upon the probable outcome at the time of grant, which is at target. See footnote 2 of the “Grants of Plan-Based Awards” table for the maximum value of the performance share units. For additional information related to the measurement of stock-based compensation awards, please see “Notes to Consolidated Financial Statements—Note 13. Stock-Based Compensation” of our company’s Annual Report on Form 10-K for the year ended December 31, 2023. (2) On March 12, 2024, the Committee awarded Mr. Wilson, Mr. Oran, Mr. Cawston, Mr. Kirsis and Ms. Fogarty 2023 annual incentive compensation pursuant to the company’s Annual Incentive Plan (“AIP”). Payouts are determined based on an evaluation of performance across key financial metrics, including adjusted EBITDA, organic revenue and free cash flow, with awards ranging from 0% to a maximum of 200% of target. The three weighted metrics considered when determining the 2023 annual incentive amounts were (i) adjusted EBITDA weighted at 50%, (ii) organic revenue weighted at 30% and (iii) free cash flow weighted at 20%. See “Compensation Discussion and Analysis—Executive Compensation Elements and Outcomes for 2023” for additional details. (3) The components of “All Other Compensation” for 2023 are detailed in the “All Other Compensation” table. (4) Mr. Wilson did not receive additional compensation for his service as a director. (5) Mr. Oran joined GXO in May 2021. (6) The amount reflected in this column for 2023 represents the one-time cash bonus award earned by Mr. Cawston, made prior to his appointment as Chief Revenue Officer, in respect to a new agreement being signed by both GXO and a key customer. (7) Ms. Fogarty joined GXO in September 2021. (8) On November 7, 2023, the company entered into a settlement agreement with Ms. Hammond in connection with her termination as Chief Human Resources Officer effective November 3, 2023, and separation from employment with the company without cause on December 31, 2023. Please see the “Potential Payments Upon Termination or Change in Control” table below for severance payments paid to Ms. Hammond in connection with her termination from the company without cause on December 31, 2023. We compensate our NEOs pursuant to the terms of their respective offer letter and service agreement, and the information reported in the Summary Compensation Table reflects the terms of such agreements. For more information about our agreements with our NEOs, see the discussion in this Proxy Statement under the heading “Agreements with NEOs and GXO Severance Plan.”
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth additional details regarding grants of equity and non-equity plan-based awards. Additional information relevant to the equity awards shown in this table is included under the heading “Outstanding Equity Awards at Fiscal Year-End.”
Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards(4) | | Name | Grant Date | Grant Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#)(2) | | | | Malcolm Wilson | — | Cash Bonus | $637,500 | $1,275,000 | $2,550,000 | — | — | — | — | — | | | 3/7/2023 | RSU | — | — | — | — | — | — | 22,429 | $1,125,039 | | | 3/7/2023(5) | PSU | — | — | — | 26,167 | 52,333 | 104,666 | — | $3,096,182 | | Baris Oran | — | Cash Bonus | $315,000 | $630,000 | $1,260,000 | — | — | — | — | — | | | 3/7/2023 | RSU | — | — | — | — | — | — | 10,766 | $540,023 | | | 3/7/2023(5) | PSU | — | — | — | 12,560 | 25,120 | 50,240 | — | $1,486,185 | | Richard Cawston | — | Cash Bonus | $273,632 | $547,264 | $1,094,528 | — | — | — | — | — | | | 3/9/2023(6) | Cash Bonus | — | 217,662 | 217,662 | — | — | — | — | — | | | 3/7/2023 | RSU | — | — | — | — | — | — | 8,972 | $450,036 | | | 3/7/2023(5) | PSU | — | — | — | 10,467 | 20,934 | 41,868 | — | $1,238,534 | | Karlis Kirsis | — | Cash Bonus | $232,500 | $465,000 | $930,000 | — | — | — | — | — | | | 3/7/2023 | RSU | — | — | — | — | — | — | 12,959 | $650,023 | | | 3/7/2023(5) | PSU | — | — | — | 6,480 | 12,959 | 25,918 | — | $766,694 | | Elizabeth Fogarty | — | Cash Bonus | $157,500 | $315,000 | $630,000 | — | — | — | — | — | | | 3/7/2023 | RSU | — | — | — | — | — | — | 5,981 | $300,007 | | | 3/7/2023(5) | PSU | — | — | — | 2,991 | 5,981 | 11,962 | — | $353,867 | | Maryclaire Hammond | — | Cash Bonus | $168,750 | $337,500 | $675,000 | — | — | — | — | — | | | 3/7/2023 | RSU | — | — | — | — | — | — | 5,483 | $275,027 | | | 3/7/2023(5) | PSU | — | — | — | 2,742 | 5,483 | 10,966 | — | $324,386 |
Grants of Plan-Based Awards
On March 7, 2024, the Committee awarded Mr. Wilson, Mr. Oran, Mr. Cawston, Mr. Kirsis, and Ms. Fogarty 2023 annual incentive compensation pursuant to the company’s AIP. Payouts are determined based on an evaluation of performance across key financial metrics, including adjusted EBITDA, organic revenue and free cash flow, with awards ranging from 0% to a cap of 200% of target. The three weighted metrics considered when determining the 2023 annual incentive amounts were (i) adjusted EBITDA weighted at 50%, (ii) Organic Revenue weighted at 30% and (iii) Free Cash Flow weighted at 20%. See “Compensation Discussion and Analysis—Executive Compensation Elements and Outcomes for 2023” for
Grants of Plan-Based Awards
additional details. See the “Potential Payments Upon Termination or Change in Control” table for further details of the separation payments made to Ms. Hammond in connection with the termination of her employment without cause, which includes a STI payment (as part of her negotiated settlement) calculated at actual performance level for 2023. The maximum value of the awards at the grant date are as follows: Mr. Wilson—$5,250,047, Mr. Oran—$2,520,038, Mr. Cawston—$2,100,099, Mr. Kirsis—$1,300,047, Ms. Fogarty—$600,014 and Ms. Hammond—$550,055. (3) Time-based restricted stock units granted to all NEOs will vest in equal increments on the first, second, third and fourth anniversaries of the grant date. (4) The amounts reflected in this column represent the aggregate grant date fair value of the awards made during 2023 as computed in accordance with FASB ASC Topic 718. The grant date value of performance share units included in this column is based upon the probable outcome at the time of grant, which is at target. See footnote 2 above for the maximum value of these awards. For additional information related to the measurement of stock-based compensation awards, please see “Notes to Consolidated Financial Statements—Note 13. Stock-Based Compensation” of our company’s Annual Report on Form 10-K for the year ended December 31, 2023. (5) The payout of performance share units will be determined based on the achievement of specific goals calculated over a three-year period beginning January 1, 2023 and ending on December 31, 2025. These performance share units have a four-year vesting period ending on January 15, 2027. The maximum payout amount for the performance share units is 200% of target, and the threshold payout amount is 50% of target. No amount is payable if actual performance does not meet the threshold goal. See “Compensation Discussion and Analysis—2023 LTI Design” for additional details. (6) This amount represents the one-time cash bonus award earned by Mr. Cawston, made prior to his appointment as Chief Revenue Officer, in respect to a new agreement being signed by both GXO and a key customer.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth the outstanding equity awards held by our NEOs as of December 31, 2023. Upon the spin-off of GXO from XPO (the “Spin-Off”), outstanding awards held by GXO employees, including the NEOs, were converted in accordance with the employee matters agreement. The purpose of the conversion methodology used was to maintain the aggregate intrinsic value of the award immediately after the Spin-Off when compared to the aggregate intrinsic value immediately prior to the Spin-Off. Such adjusted awards are otherwise subject to the same terms and conditions that applied to the original XPO award immediately prior to the Spin-Off.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | | | | | | | | | | Equity Incentive Plan Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price($)(2) | Option Expiration Date(3) | Number of Shares or Units of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units of Stock That Have Not Vested($)(5) | Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(6) | Market of Payment Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(5) | | Malcolm Wilson | 65,968(7) | 197,910(7) | $64.91 | 6/7/2031 | 40,685 | $2,488,295 | 78,583 | $4,806,136 | | Baris Oran | 54,973(8) | 164,925(8) | $65.60 | 5/17/2031 | 41,391 | $2,531,474 | 42,620 | $2,606,639 | | Richard Cawston | 41,232(9) | 123,691(9) | $64.91 | 6/7/2031 | 18,705 | $1,143,998 | 32,747 | $2,002,807 | | Karlis Kirsis | 10,995(10) | 32,984(10) | $64.13 | 7/15/2031 | 22,479 | $1,374,816 | 19,209 | $1,174,822 | | Elizabeth Fogarty | — | — | $— | — | 10,198 | $623,710 | 9,731 | $595,148 | | Maryclaire Hammond | 10,995(11) | 32,984(11) | $64.91 | 6/7/2031 | 13,051 | $798,199 | 10,483 | $641,140 |
Outstanding Equity Awards at Fiscal Year-End
Note: Vesting of all outstanding equity awards is subject to continued employment by the NEO on the applicable vesting date, subject to certain exceptions in connection with a termination of employment. (1) For 12 months following the vesting date, shares issued upon the exercise of stock options are subject to a lock-up on sales, offers, pledges, contracts to sell, grants of any option, right or warrant to purchase or other transfers or dispositions. (2) Options were awarded by the Compensation Committee of the Board, and the exercise price is equal to the closing price of the company’s common stock on the day the awards were granted subject to the conversion methodology as previously described. (3) Options awarded by the Compensation Committee expire 10 years after the grant date. (4) Restricted stock units and earned performance shares vest subject to the individual terms of each award agreement as follows: ■ Restricted stock units granted in March 2021 to Mr. Wilson for 7,006 shares, Mr. Cawston for 4,670 shares, Mr. Kirsis for 3,270 shares and Ms. Hammond for 2,568 shares vest in two equal annual installments on March 10, 2024, and March 10, 2025. Ms. Hammond’s 2024 and 2025 installments of this award will not vest. ■ Restricted stock units granted in September 2021 to Ms. Fogarty for 1,405 shares vest on September 1, 2024. ■ Restricted stock units granted in March 2022 to Mr. Wilson for 11,250 shares, Mr. Cawston for 5,063 shares, Mr. Kirsis for 6,250 shares and Ms. Hammond for 5,000 shares vest in three equal annual installments on April 1, 2024, April 1, 2025, and April 1, 2026. Ms. Hammond’s 2024, 2025 and 2026 installments of this award will not vest. Restricted stock units granted in March 2022 to Mr. Oran for 5,625 shares and Ms. Fogarty for 2,812 shares vest in three equal annual installments on April 1, 2024, April 1, 2025, and April 1, 2026.
Outstanding Equity Awards at Fiscal Year-End
Restricted stock units granted in March 2022 to Mr. Oran for 25,000 shares vesting in two equal annual installments on April 1, 2024, and April 1, 2025. ■ Restricted stock units granted in March 2023 to Mr. Wilson for 22,429 shares, Mr. Oran for 10,766 shares, Mr. Cawston for 8,972 shares, Mr. Kirsis for 12,959 shares, Ms. Fogarty for 5,981 shares and Ms. Hammond for 5,483 shares vest in four equal annual installments on March 7, 2024, March 7, 2025, March 7, 2026, and March 7, 2027. Ms. Hammond’s 2024, 2025, 2026 and 2027 installments of this award will not vest. (5) The values reflected in this column were calculated using $61.16, the closing price of the company’s common stock on the NYSE on December 29, 2023, the last trading day of our fiscal year 2023. (6) The quantity of performance share units in this column reflects gross shares if actual performance meets target goal. See “Compensation Discussion and Analysis—2023 LTI Design” for additional details on 2023 PSU design. In aggregate, the forecasted achievement of 2022 PSU goals at the conclusion of fiscal year 2023 exceeded threshold performance and, as a result, the table reflects target performance value. (7) On June 7, 2022, Mr. Wilson vested in 26,387 stock options representing 10% of the original 263,878 stock options granted. On June 7, 2023, Mr. Wilson vested in 39,581 stock options representing 15% of the original stock options granted. The remaining unvested options vest on the following schedule: (1) 20% of the original grant quantity on the third anniversary of the grant date, (2) 25% of the original grant quantity on the fourth anniversary of the grant date and (3) 30% of the original grant quantity on the fifth anniversary of the grant date, subject to the NEO’s continued employment with the company. The grant date of these options was June 7, 2021. (8) On May 17, 2022, Mr. Oran vested in 21,989 stock options representing 10% of the original 219,898 stock options granted. On May 17, 2023, Mr. Oran vested in 32,984 stock options representing 15% of the original stock options granted. The remaining unvested options vest on the following schedule: (1) 20% of the original grant quantity on the third anniversary of the grant date, (2) 25% of the original grant quantity on the fourth anniversary of the grant date and (3) 30% of the original grant quantity on the fifth anniversary of the grant date, subject to the NEO’s continued employment with the company. The grant date of these options was May 17, 2021. (9) On June 7, 2022, Mr. Cawston vested in 16,493 stock options representing 10% of the original 164,923 stock options granted. On June 7, 2023, Mr. Cawston vested in 24,739 stock options representing 15% of the original stock options granted. The remaining unvested options vest on the following schedule: (1) 20% of the original grant quantity on the third anniversary of the grant date, (2) 25% of the original grant quantity on the fourth anniversary of the grant date and (3) 30% of the original grant quantity on the fifth anniversary of the grant date, subject to the NEO’s continued employment with the company. The grant date of these options was June 7, 2021. (10) On July 15, 2022, Mr. Kirsis vested in 4,398 stock options representing 10% of the original 43,979 stock options granted. On July 15, 2023, Mr. Kirsis vested in 6,597 stock options representing 15% of the original stock options granted. The remaining unvested options vest on the following schedule: (1) 20% of the original grant quantity on the third anniversary of the grant date, (2) 25% of the original grant quantity on the fourth anniversary of the grant date and (3) 30% of the original grant quantity on the fifth anniversary of the grant date, subject to the NEO’s continued employment with the company. The grant date of these options was July 15, 2021. (11) On June 7, 2022, Ms. Hammond vested in 4,398 stock options representing 10% of the original 43,979 stock options granted. On June 7, 2023, Ms. Hammond vested in 6,597 stock options representing 15% of the original stock options granted. Ms. Hammond forfeited the remaining unvested options on her termination date.
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth the options exercised and stock vested for our NEOs during 2023.
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Malcolm Wilson | — | $— | 55,716 | $2,763,507 | | Baris Oran | — | $— | 1,875 | $94,613 | | Richard Cawston | — | $— | 52,667 | $2,890,767 | | Karlis Kirsis | — | $— | 13,407 | $703,251 | | Elizabeth Fogarty | — | $— | 2,344 | $139,017 | | Maryclaire Hammond | — | $— | 5,596 | $301,990 |
Option Exercises and Stock Vested
(1) The values reflected in this column were calculated by multiplying the number of shares that vested in 2023 by the closing price of the company’s common stock on the NYSE on each applicable vesting date.
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control The following table sets forth the amounts of compensation that would be due to Mr. Wilson, Mr. Oran, Mr. Kirsis, Ms. Fogarty and Mr. Cawston pursuant to their respective offer letter, confidential information protection agreement and service agreement, as applicable, and our Severance Plan upon the termination events as summarized below, as if each such event had occurred on December 31, 2023. The amounts shown below are estimates of the payments that each NEO would receive in certain instances. The actual amounts payable will be determined only upon the actual occurrence of any such event. For Ms. Hammond, the following table sets forth the amount of compensation that was due in connection with her actual separation of employment without cause on December 31, 2023. For more information regarding the payments and benefits to which our NEOs are entitled upon certain termination events or upon a Change of Control, see the discussion in this Proxy Statement under the heading “Agreements with NEOs and Severance Plan.”
Potential Payments Upon Termination or Change of Control
| | Malcolm Wilson | Baris Oran | Richard Cawston | Karlis Kirsis | Elizabeth Fogarty | Maryclaire Hammond(1) | | Termination without Cause: | | | | | | | | Cash severance(2)(3) | $2,550,000 | $1,698,554(4) | $1,094,528 | $930,000 | $1,006,777(4) | $1,274,783(5) | | Acceleration of equity-based awards(6)(7) | $2,530,067 | $1,936,876 | $1,131,215 | $822,969 | $381,088 | $752,574(8) | | Continuation of medical/dental benefits(9) | $2,019 | $21,816 | $1,967 | $1,346 | $6,262 | $1,656 | | Total | $5,082,086 | $3,657,246 | $2,227,710 | $1,754,315 | $1,394,127 | $2,029,013 | | Voluntary Termination: | | | | | | | | Cash severance(2)(10) | $850,000 | $— | $547,264 | $465,000 | $— | $— | | Acceleration of equity-based awards(6)(7) | $— | $— | $— | $— | $— | $— | | Continuation of medical/dental benefits | $— | $— | $— | $— | $— | $— | | Total | $850,000 | $— | $547,264 | $465,000 | $— | $— | | Termination for Cause: | | | | | | | | Cash severance | $— | $— | $— | $— | $— | $— | | Acceleration of equity-based awards | $— | $— | $— | $— | $— | $— | | Continuation of medical/dental benefits | $— | $— | $— | $— | $— | $— | | Total | $— | $— | $— | $— | $— | $— | | Disability: | | | | | | | | Cash severance | $— | $— | $— | $— | $— | $— | | Acceleration of equity-based awards(6)(7) | $2,297,598 | $1,936,876 | $976,236 | $714,471 | $381,088 | $— | | Continuation of medical/dental benefits | $— | $— | $— | $— | $— | $— | | Total | $2,297,598 | $1,936,876 | $976,236 | $714,471 | $381,088 | $— | | Death: | | | | | | | | Cash severance | $— | $— | $— | $— | $— | $— | | Acceleration of equity-based awards(6)(7) | $7,294,431 | $5,138,113 | $3,146,804 | $2,549,638 | $1,218,858 | $— | | Continuation of medical/dental benefits | $— | $— | $— | $— | $— | $— | | Total | $7,294,431 | $5,138,113 | $3,146,804 | $2,549,638 | $1,218,858 | $— | | Change of Control and No Termination: | | | | | | | | Cash severance | $— | $— | $— | $— | $— | $— | | Acceleration of equity-based awards(6)(7) | $— | $— | $— | $— | $— | $— | | Continuation of medical/dental benefits | $— | $— | $— | $— | $— | $— | | Total | $— | $— | $— | $— | $— | $— | | Change of Control and Termination without Cause or for Good Reason:(7)(11) | | | | | | | | Cash severance(2)(12) | $6,587,500 | $3,150,000 | $2,736,320 | $2,325,000 | $1,785,000 | $— | | Acceleration of equity-based awards(6)(7)(11) | $7,294,431 | $5,138,113 | $3,146,804 | $2,549,638 | $1,218,858 | $— | | Continuation of medical/dental benefits(9) | $2,019 | $21,816 | $1,967 | $1,346 | $6,262 | $— | | Total | $13,883,950 | $8,309,929 | $5,885,091 | $4,875,984 | $3,010,120 | $— |
Potential Payments Upon Termination or Change of Control
On November 3, 2023, Ms. Hammond transitioned from the company’s CHRO to special paid leave. The values reflected in this column are payments in connection with her separation from the company without cause on December 31, 2023. (2) Amounts shown do not include any payments for accrued and unpaid salary, bonuses or vacation. In the event of a termination by our company without Cause, cash severance payable to the NEO under the Severance Plan will be reduced, dollar for dollar, by other income earned by such NEO and offset by the amount and/or value of any severance benefits, compensation and benefits provided during any notice period, pay in lieu of notice, mandated termination indemnities or similar benefits that the applicable NEO may separately be entitled to receive from the company or any affiliate based on any employment agreement, confidential information protection agreement or other contractual obligation or statutory scheme. In the event of a termination by our company without Cause, the cash severance payable to Mr. Wilson, Mr. Kirsis and Mr. Cawston under the Severance Plan is greater than the amount and value of pay in lieu of notice under the respective NEO’s U.K. service agreement. Under the non-duplication provisions within the Severance Plan, any payment of salary during the notice period and/or payment in lieu of notice would be offset against the payments payable to Mr. Wilson, Mr. Kirsis and Mr. Cawston under the plan. As such, the calculations of cash severance pay for Mr. Wilson, Mr. Kirsis and Mr. Cawston in the above table reflect the respective NEO’s maximum cash severance payable under the Severance Plan, using the respective NEO’s base salary effective as of December 31, 2023, plus a pro rata portion of the applicable NEO’s target bonus for the year in which termination occurs. In the event of a termination by our company without Cause, Mr. Oran and Ms. Fogarty will be entitled to the greater of the cash severance payable under the Severance Plan or the cash severance payable under their respective confidential information protection agreement. The calculations of severance pay for Mr. Oran and Ms. Fogarty in the above table reflect the respective NEO’s maximum cash severance payable under the respective confidential information protection agreement, using the respective NEO’s base salary effective as of December 31, 2023, plus a pro rata portion of the NEO’s award under the AIP for the year in which termination occurs, payable during the 18-month post-termination non-compete period.
Potential Payments Upon Termination or Change of Control
Our company has the right to extend the period during which Mr. Oran and Ms. Fogarty are bound by the non-competition covenant in his or her confidential information protection agreement for up to 12 additional months, which would extend the non-compete period from 18 months to up to 30 months following termination. During each six-month period the non-compete is extended, Mr. Oran and Ms. Fogarty, as applicable, would be entitled to receive cash compensation equal to his or her monthly base salary as in effect on the date his or her employment terminated, plus an amount equal to 50% of the respective NEO’s target bonus amount under the AIP for the year in which termination occurs. Fully extending the non-compete provision would increase the amounts shown as “Cash Severance” by up to $1,200,000 for Mr. Oran and $700,000 for Ms. Fogarty. These amounts assume the company fully extended the non-compete periods. (5) Following Ms. Hammond’s separation from the company without cause on December 31, 2023, and pursuant to the terms of her service agreement, the Severance Plan and the settlement agreement, Ms. Hammond received the following payments and benefits from the company in exchange for agreeing to a general release of claims in favor of the company and other promises by Ms. Hammond in the settlement agreement, including: (i) a cash lump sum payment equal to twelve (12) months of pay in lieu of notice, consisting of base salary, employer pension contributions and car allowance, totaling a gross amount of $525,044; (ii) a lump sum payment of $403,689, calculated at actual performance level for 2023 STI, to be paid in April 2024; (iii) a lump sum equivalent to any accrued but unused holiday paid time off for 2023; (iv) global tax support for a transition period; (v) twelve (12) months of outplacement services; (vi) reimbursement of legal fees in connection with the settlement agreement; (vii) private medical insurance and dental coverage for up to twelve (12) months from the separation date; (viii) a lump sum ex gratia payment of $346,050, less applicable taxes and withholdings, for loss of office, to be paid in April 2025; (ix) accelerated vesting of 8,412 of company common stock pursuant to the terms of the equity compensation awards; and (x) accelerated vesting of an additional 3,893 shares of company common stock granted under the terms of equity compensation awards that would have otherwise forfeited as of the separation date, subject to a two-year lock-up. (6) The values reflected in this column were calculated using $61.16, the closing price of a company share on the NYSE on December 29, 2023, the last trading day of our fiscal year 2023. (7) Other awards, including future awards issued under the company’s 2021 Omnibus Incentive Compensation Plan and awards that GXO assumed in connection with the Spin-Off, provide for pro-rata vesting in connection with certain terminations of employment. In cases of a Change of Control, awards accelerate only if they are not assumed or substituted, along with an involuntary termination or termination for Good Reason. (8) Pursuant to the terms of the settlement agreement and the equity award agreements, Ms. Hammond is entitled to pro-rata vesting upon termination without cause on December 31, 2023. Amount shown includes standard pro-rata vesting upon termination without cause pursuant to the applicable award agreements and additionally includes 3,893 time-based restricted stock units subject to accelerated vesting, pursuant to the terms of Ms. Hammond’s settlement agreement. (9) The amounts of continued medical and dental benefits shown in the table for Mr. Wilson, Mr. Kirsis and Ms. Hammond reflect payment under the Severance Plan of a lump sum amount to the applicable NEO in lieu of the per annum costs for the company or its affiliate to provide health benefits for the applicable NEO pursuant to applicable law. The amounts were converted to U.S. dollars at an exchange rate of approximately £1=$1.244 (the yearly average exchange rate during fiscal 2023 available on the Internal Revenue Service website). The amounts of continued medical and dental benefits shown in the table for Mr. Oran and Ms. Fogarty (i) have been calculated based upon our current actual costs of providing the benefits through COBRA and (ii) have not been discounted for the time value of money. In the event of a termination without Cause, continued medical and dental benefits for Mr. Oran and Ms. Fogarty would cease when the respective NEO commences employment with a new employer. The amounts of continued medical and dental benefits shown in the table for Ms. Hammond have been calculated based upon the per annum cost for the company or its affiliate to provide health benefits to Ms. Hammond for twelve (12) months following her termination date. (10) In the event of a resignation by either Mr. Wilson, Mr. Kirsis or Mr. Cawston, the amounts shown assume they receive full pay in lieu of notice under the respective NEO’s U.K. service agreement or they receive the money as a monthly payment of salary because they either work out their notice period or they are placed on garden leave for the notice period. If the NEO resigns, the NEO and the company will most likely agree to a shorter notice period, reducing the amount of money that would have to be paid to the NEO. (11) The stock options our NEOs received in connection with their offer letters accelerate only if they are not assumed or substituted and otherwise provided for vesting only upon an involuntary termination or termination for Good Reason following a Change of Control. (12) Pursuant to the Severance Plan discussed below, in the event of a termination without Cause or by the NEO for Good Reason upon or within two (2) years of a “change in control” (as defined in the Severance Plan), the applicable NEO (other than Mr. Wilson) will receive a lump sum cash severance payment equal to two times the sum of the NEO’s annual base salary and target annual bonus plus a pro-rata portion of the applicable NEO’s target bonus, and Mr. Wilson will receive two and one-half times the sum of his annual base salary and target annual bonus, plus a pro-rata portion of his target bonus.
CEO PAY RATIO DISCLOSURE
CEO PAY RATIO DISCLOSURE As required by Item 402(u) of the SEC’s Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our CEO to the compensation of our median employee. The pay ratio and annual total compensation amount disclosed in this section are reasonable estimates that have been calculated using methodologies and assumptions permitted by SEC rules.
2023 Pay Ratio
2023 Pay Ratio Based on the above information, we reasonably estimate that for 2023 our CEO’s annual total compensation was 141 times that of the median of the annual total compensation of all our employees excluding the CEO. The pay ratio reported by other companies may not be comparable to the pay ratio reported above, due to variances in business mix, proportion of seasonal and part-time employees and distribution of employees across geographies.
PAY VERSUS PERFORMANCE DISCLOSURE
PAY VERSUS PERFORMANCE DISCLOSURE
Pay Versus Performance Table
Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation “actually paid” (referred to as “Compensation Actually Paid” or the “CAP Amounts”) to the Chief Executive Officer (“CEO”) and the Other Named Executive Officers (“Other NEOs”) and the financial performance of the company. Compensation Actually Paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For a discussion of how our Compensation Committee seeks to align pay with performance when making compensation decisions, please review the “Compensation Discussion and Analysis” disclosure of this Proxy Statement. The financial performance measures included in the table below are the company’s total shareholder return (“TSR”), peer groups TSR, based on the S&P 500 Technology Index and the S&P 500 Transportation Index (as disclosed under Item 201(e) of Regulation S‑K), and the company’s GAAP Net Income. Adjusted EBITDA was identified by the company as the most important financial measure used to link Compensation Actually Paid to company performance for the most recent fiscal year.
Pay Versus Performance Table
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | Year | Summary Compensation Table Total to CEO(1) | Compensation Actually Paid to CEO(1)(2) | Average Summary Compensation Table Total to Other NEOs(1) | Average Compensation Actually Paid to Other NEOs(1)(2) | Total Shareholder Return(3) | Peer Group Total Shareholder Return(3)(4) | Peer Group Total Shareholder Return(3)(5) | GAAP Net Income ($ Millions) | Adjusted EBITDA ($ Millions)(6) | | 2023 | $6,733,662 | $11,859,635 | $2,319,819 | $4,183,239 | $96.97 | $129.52 | $102.32 | $233 | $741 | | 2022 | $4,851,558 | $(9,395,561) | $2,501,533 | $(1,117,148) | $67.69 | $82.06 | $90.89 | $200 | $728 | | 2021 | $10,176,933 | $19,626,392 | $3,347,045 | $5,218,189 | $144.01(7) | $114.28(7) | $111.02(7) | $161(7) | $611(7) |
Pay Versus Performance Table
(1) The CEO was Malcolm Wilson for all years in the table. The Other NEOs were inclusive of Baris Oran, Karlis Kirsis, Maryclaire Hammond and Elizabeth Fogarty for all years in the table and additionally inclusive of Richard Cawston in 2023. (2) The following table describes the adjustments to calculate the CAP Amounts from the Summary Compensation Table Amounts (“SCT Amounts”). Pursuant to the applicable rules, the amounts in the “Stock Awards” column from the Summary Compensation Table are subtracted from the SCT Amounts and the values reflected in the table below are added or subtracted as applicable. The fair value of equity awards was computed in accordance with the company’s methodology used for financial reporting purposes.
Pay Versus Performance Table
| | 2023 | | 2022* | | 2021* | | | | CEO | Other NEOs** | CEO | Other NEOs** | CEO | Other NEOs** | | Total Compensation as reported in Summary Compensation Table (SCT) | $6,733,662 | $2,319,819 | $4,851,558 | $2,501,533 | $10,176,933 | $3,347,045 | | Aggregate grant date fair value of stock awards granted during the year | (4,221,221) | (1,276,956) | (2,964,294) | (1,545,641) | (6,746,322) | (1,972,681) |
Pay Versus Performance Table
| | 2023 | | 2022* | | 2021* | | | | CEO | Other NEOs** | CEO | Other NEOs** | CEO | Other NEOs** | | Year-end fair value of stock awards granted in current year | 5,641,348 | 1,690,157 | 1,323,040 | 767,803 | 12,250,385 | 3,497,007 | | Change in fair value from end of prior fiscal year to vesting date for stock awards made in prior fiscal years that vested during current fiscal year | 717,897 | 292,963 | (2,242,230) | (418,447) | 120,827 | 23,468 | | Change in fair value of stock awards from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 2,987,949 | 1,157,256 | (10,363,633) | (2,422,397) | 3,824,569 | 323,350 | | Compensation Actually Paid | $11,859,635 | $4,183,239 | $(9,395,561) | $(1,117,148) | $19,626,392 | $5,218,189 |
Pay Versus Performance Table
Stock award values in reporting years 2021 and 2022 were amended from previous proxy disclosure to reflect the revision in stock option fair value methodology consistent with SEC CD&I 128D.21. Additionally, the 2021 reporting year stock award values were amended from previous proxy disclosure to consider the stock award values for the full year consistent with SEC CD&I 128D.14, including the period prior to our Spin-Off from XPO. ** Amounts presented are averages for the entire group of Other NEOs in each respective year they were NEOs. (3) TSR, in the case of both the company and the peer groups, for Year 2021 reflects the cumulative return of $100 as if invested on August 2, 2021, the date of the Spin-Off, through the end of the 2021 fiscal year and assumes the reinvestment of dividends. TSR for Year 2022 and 2023 reflects the cumulative return of $100 as if invested from August 2, 2021 through the end of each fiscal year and assumes the reinvestment of dividends. (4) The peer group used is the S&P 500 Technology Index. (5) The peer group used is the S&P 500 Transportation Index. (6) See Annex A for reconciliation of non-GAAP financial measures. (7) Reflects the full year 2021, including periods prior to the Spin-Off.
Relationship Between Compensation Actually Paid and Performance Measures
Relationship Between Compensation Actually Paid and Performance Measures The following graphs describe the relationships between the CAP Amounts (as calculated above) for our CEO and Other NEOs as compared to our TSR, GAAP Net Income and Adjusted EBITDA. In addition, the first chart below compares our cumulative TSR and peer group cumulative TSR for the indicated years.
Proposal 1: Election of Directors
Proposal 1: Election of Directors Our Board of Directors has nominated for election at the Annual Meeting each of the following persons to serve as Class III directors until the 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Brad Jacobs Marlene Colucci Oren Shaffer All of the nominees for directors listed above were appointed in connection with the Spin-Off. Mr. Jacobs, the company’s chairman, identified Ms. Colucci and Mr. Shaffer as director candidates and presented such candidates to the Nominating, Corporate Governance and Sustainability Committee as highly qualified candidates. Upon the recommendation of the Nominating, Corporate Governance and Sustainability Committee, the Board appointed Ms. Colucci as vice chair on August 2, 2021, and Mr. Shaffer as lead independent director on August 2, 2021. Information about the nominees is set forth above under the heading “Board of Directors and Corporate Governance—Directors.” In the event that any of these nominees is unable or declines to serve as a director at the time of the Annual Meeting, the proxies voting for his or her election will be voted for any nominee who shall be designated by the Board to fill the vacancy. As of the date of this Proxy Statement, we are not aware that any of the nominees is unable or will decline to serve as a director if elected.

DEF 14A of GXO Logistics, Inc.

DIRECTORS

DIRECTORS

DIRECTORS

DIRECTORS

DIRECTORS

DIRECTORS

DIRECTORS

DIRECTORS

DIRECTORS

DIRECTORS

DIRECTORS

DIRECTORS

DIRECTORS

DIRECTORS

DIRECTORS

DIRECTORS

DIRECTORS

SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF DIRECTORS AND DIRECTOR NOMINEES

SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF DIRECTORS AND DIRECTOR NOMINEES

SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF DIRECTORS AND DIRECTOR NOMINEES

DIRECTOR COMPENSATION

2023 Director Compensation Table

2023 Director Compensation Table

2023 Director Compensation Table

2023 Director Compensation Table

2023 Director Compensation Table

COMPENSATION GOVERNANCE HIGHLIGHTS

GXO Compensation Peer Group

GXO Compensation Peer Group

GXO Compensation Peer Group

Annual Short-Term Incentive Target Opportunity

Annual Short-Term Incentive Target Opportunity

Annual Short-Term Incentive Payout Eligibility and Range

2023 Annual Short-Term Incentive Financial Results Relative to Targets

2023 Annual Short-Term Incentive Financial Results Relative to Targets

2023 Annual Short-Term Incentive Financial Results Relative to Targets

2023 Annual Short-Term Incentive Financial Results Relative to Targets

2023 Annual Short-Term Incentive Payout

2023 Annual Short-Term Incentive Payout

2023 Annual Short-Term Incentive Payout

2023 LTI Design

2023 LTI Design

2023 LTI Design

2023 LTI Design

2023 LTI Design

2023 LTI Mix and Awards

2023 LTI Mix and Awards

2023 LTI Mix and Awards

2024 LTI STRUCTURE

Guidelines

Long-term incentive compensation

Annual short-term incentive compensation

Role of the Committee’s Independent Compensation Consultant

Equity Granting Policy

Separation from Employment of Ms. Hammond

Summary Compensation Table

Summary Compensation Table

Summary Compensation Table

Summary Compensation Table

Grants of Plan-Based Awards

Grants of Plan-Based Awards

Grants of Plan-Based Awards

Grants of Plan-Based Awards

Grants of Plan-Based Awards

Outstanding Equity Awards at Fiscal Year-End

Outstanding Equity Awards at Fiscal Year-End

Outstanding Equity Awards at Fiscal Year-End

Outstanding Equity Awards at Fiscal Year-End

Outstanding Equity Awards at Fiscal Year-End

Option Exercises and Stock Vested

Option Exercises and Stock Vested

Option Exercises and Stock Vested

Potential Payments Upon Termination or Change of Control

Potential Payments Upon Termination or Change of Control

Potential Payments Upon Termination or Change of Control

Potential Payments Upon Termination or Change of Control

Potential Payments Upon Termination or Change of Control

Potential Payments Upon Termination or Change of Control

CEO PAY RATIO DISCLOSURE