DEF 14A of XPO, Inc.

Filed Apr 2, 2025 · FY20240001104659-25-031144

Open on EDGAR

SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF DIRECTOR NOMINEES
SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF DIRECTOR NOMINEES
SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF DIRECTOR NOMINEES
| | Brad Jacobs | Bella Allaire | J. Wes Frye | Mario Harik | Michael G. Jesselson | Allison Landry | Irene Moshouris | Johnny C. Taylor, Jr. | | 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. | | | | | | | | | | ENVIRONMENTAL SUSTAINABILITY AND CORPORATE RESPONSIBILITY experience enables our Board’s oversight to guide long-term value creation for our stockholders in sustainable ways. | | | | | | | | | | 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 Board in overseeing our financial reporting and internal controls. | | | | | | | | | | HUMAN RESOURCES MANAGEMENT experience enables our Board to further our goals of making XPO 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. | | | | | | | | | | 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. | | | | | | | | | | CUSTOMER SERVICE experience brings important perspectives to our Board, given the essential role of customer retention in our business model. | | | | | | | | | | SALES AND MARKETING experience enables our Board to assist with our growth strategy, including the development of new services and customer sectors. | | | | | | | | | | M&A, INTEGRATION AND OPTIMIZATION experience helps our company identify the optimal strategic opportunities for profitable growth and meaningful synergies. | | | | | | | | | | TRANSPORTATION AND LOGISTICS INDUSTRY experience is important in understanding our competitive environment and market positioning. | | | | | | | | | | TECHNOLOGY AND INFORMATION SYSTEMS experience provides our Board with valuable insights and best practices relevant to enhancing customer outcomes, internal efficiencies and cybersecurity. | | | | | | | | |
DIRECTORS
DIRECTORS Our Board of Directors currently consists of eight members. The term of each of our directors will expire at the Annual Meeting. Our Board has nominated all of the current directors to stand for re-election at our Annual Meeting, as set forth in Proposal 1 on page 61 of this Proxy Statement. Below is information regarding our eight director nominees, including the experience, qualifications, attributes and skills that led our Board to conclude each nominee should serve as a director.
DIRECTORS
| Brad Jacobs Age: 68 | Director since 2011 Executive Chairman since 2022 | | Mr. Jacobs has served as executive chairman of XPO’s Board since November 1, 2022, and was previously chairman and chief executive officer from September 2, 2011 to October 31, 2022. He has served as chairman and chief executive officer of QXO, Inc. (NYSE: QXO) since June 6, 2024, and as non-executive chairman of GXO Logistics, Inc. (NYSE: GXO) since August 2, 2021. Mr. Jacobs has served as non-executive chairman of RXO, Inc. (NYSE: RXO) since November 1, 2022 and is not standing for re-election in 2025. Additionally, he is the managing member of Jacobs Private Equity, LLC and Jacobs Private Equity II, LLC. 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 its first six years, and as executive chairman for an additional four years. He served eight years as chairman and chief executive officer of United Waste Systems. | | | Board Committees: None | | | Other Public Company Boards: GXO Logistics, Inc. (NYSE: GXO); QXO, Inc. (NYSE: QXO) | | | Mr. Jacobs’ Skills and Experience Align with XPO’s Strategy: ▪ As XPO’s founder and chief executive officer, Mr. Jacobs’ in-depth knowledge of the company’s business from his more than a decade of service provides invaluable perspectives on operations and long-term strategic planning and priorities; ▪ Leadership experience as chief executive officer of large public companies and as a thought leader on building successful businesses enables Mr. Jacobs to foster productive Board engagement and decision-making in his role as executive chairman; and ▪ Extensive past and current experience as chairman of large public companies equips Mr. Jacobs to provide strong leadership of the Board in its oversight of management and company performance, long-term strategic decision-making, risk management and creation of long-term stockholder value. | |
DIRECTORS
| Bella Allaire Age: 71 | Independent Director since 2022 | | | Ms. Allaire has served as a director of the company since November 1, 2022. She has served as chief administrative officer of Raymond James Financial, Inc. (NYSE: RJF) since October 2024, and earlier as Raymond James’ executive vice president of technology and operations from June 2011 to October 2024. Previously, she was managing director and chief information officer of UBS Wealth Management, Americas, and held a variety of technology roles at Prudential Securities, including executive vice president and chief information officer. Ms. Allaire holds a bachelor’s degree from Lviv University in Ukraine. | | Board Committees: ▪ Chair of the Nominating, Corporate Governance and Sustainability Committee | | | Other Public Company Boards: None | | | Ms. Allaire’s Skills and Experience Align with XPO’s Strategy: ▪ Deep technical knowledge gained through executive roles overseeing technological transformation and operations provides the Board with important expertise in operational excellence and technological innovation; and ▪ Ms. Allaire’s extensive experience with cybersecurity, enterprise risk management and talent management contribute valuable perspectives to the Board relevant to XPO’s technology and service ecosystems. | |
DIRECTORS
| J. Wes Frye Age: 77 | Independent Director since 2023 | | | Mr. Frye has served as a director of the company since March 8, 2023. He retired from Old Dominion Freight Line, Inc. (NYSE: ODFL) in 2015, after serving as senior vice president and chief financial officer for the last 18 years of his 30-year tenure with the LTL transportation industry leader. Mr. Frye holds an MBA degree in finance from the University of North Carolina at Charlotte, and a bachelor’s degree in business administration from Appalachian State University. | | Board Committees: ▪ Member of the Nominating, Corporate Governance and Sustainability Committee ▪ Member of the Operational Excellence Committee | | | Other Public Company Boards: None | | | Mr. Frye’s Skills and Experience Align with XPO’s Strategy: ▪ Thirty years of direct LTL operational experience brings important industry expertise to the Board as XPO executes its growth plan as a pure-play LTL business in North America; and ▪ Extensive finance and accounting knowledge gained through his role as an operationally oriented chief financial officer with Old Dominion Freight Line enables Mr. Frye to contribute important insights to the Board based on his understanding of financial undertakings and risks associated with XPO’s business and the industry at large. | |
DIRECTORS
| Mario Harik Age: 44 | Director since 2022 | | Mr. Harik has served as a director and chief executive officer of the company since November 1, 2022. Previously, he served as president of XPO’s North American Less-Than-Truckload business unit from October 2021 to October 2022, and additionally held roles as XPO’s chief information officer from November 2011 to October 2022 and chief customer officer from February 2021 to January 2022. Prior to XPO, he was chief information officer and senior vice president of research and development with Oakleaf Waste Management, chief technology officer with Tallan, Inc., and co-founder and chief architect of web and voice applications with G3 Analyst. Mr. Harik has served as a director of QXO, Inc. (NYSE: QXO) since June 2024. He holds a master’s degree in engineering, information technology from Massachusetts Institute of Technology, and a degree in engineering, computer and communications from the American University of Beirut in Lebanon. | | | Board Committees: ▪ Chair of the Operational Excellence Committee | | | Other Public Company Boards: QXO, Inc. (NYSE: QXO) | | | Mr. Harik’s Skills and Experience Align with XPO’s Strategy: ▪ In-depth leadership of XPO’s North American LTL unit brings a comprehensive understanding of company-specific business opportunities to the Board, including strategic and operational execution, customer-centric culture-building and avenues for profitable growth within the LTL industry; and ▪ Extensive technical knowledge gained by Mr. Harik through his leadership of XPO’s global innovation strategy and proprietary technology development is directly relevant to the freight transportation sector and highly valuable to the Board. | |
DIRECTORS
| Michael G. Jesselson | Independent Director since 2011 | | Age: 73 Mr. Jesselson has served as a director of the company since September 2, 2011, and served as lead independent director from March 2016 to October 31, 2022. He has been president and chief executive officer of Jesselson Capital Corporation since 1994 and has served as a director of Centurion Acquisition Corp. (Nasdaq: ALF) since June 2024. Previously, Mr. Jesselson served as a director of Ascendant Digital Acquisition Corp. III from November 2021 to February 2023 and as a director of Ascendant Digital Acquisition Corp. I from July 2020 to July 2021. He was a director of American Eagle Outfitters, Inc. (NYSE: AEO) from November 1997 to May 2017, including a tenure as lead independent director. Earlier, he worked at Philipp Brothers, a division of Engelhard Industries, from 1972 to 1981, then at Salomon Brothers Inc., in the financial trading sector. He is a director of C-III Capital Partners LLC, Sigma Clarity Capital and other private companies, as well as numerous philanthropic organizations. Mr. Jesselson recently concluded his term as the chairman of Bar Ilan University in Israel. He attended New York University School of Engineering. | | | Board Committees: ▪ Member of the Audit Committee | | | Other Public Company Boards: Centurion Acquisition Corp. (Nasdaq: ALF) | | | Mr. Jesselson’s Skills and Experience Align with XPO’s Strategy: ▪ Significant experience with public company governance through prior service on the board of directors of American Eagle Outfitters, including as its lead independent director, contributes to the effective, independent oversight of XPO’s Board and thoughtful approach to governance practices; and ▪ Mr. Jesselson’s extensive investment expertise is important to XPO’s business model as the company continues to invest in growth to generate value for its stockholders. | |
DIRECTORS
| Allison Landry Age: 46 | Independent Director since 2021 Vice Chair since 2022 | | | Allison Landry has served as a director of the company since August 2, 2021, and as vice chair since November 1, 2022. From September 2005 to July 2021, she was a senior transportation research analyst with Credit Suisse, covering the trucking, railroad, airfreight and logistics industries. Previously, Ms. Landry served as a financial analyst and senior accountant with OneBeacon Insurance Company (now Intact Insurance Specialty Solutions). Ms. Landry has served as the lead independent director of QXO, Inc. (NYSE: QXO) since June 2024. She holds an MBA degree from Boston University’s Questrom School of Business, and a bachelor’s degree in psychology from College of the Holy Cross. | | Board Committees: ▪ Member of the Audit Committee ▪ Member of the Compensation and Human Capital Committee ▪ Member of the Operational Excellence Committee | | | Other Public Company Boards: QXO, Inc. (NYSE: QXO) | | | Ms. Landry’s Skills and Experience Align with XPO’s Strategy: ▪ More than 15 years of experience in the transportation sector, equity markets, research and analysis give Ms. Landry an invaluable investor perspective and understanding of stockholder value creation; and ▪ Significant experience in investments, financial analysis and valuation enables Ms. Landry to help guide XPO in identifying optimal strategic opportunities for profitable growth. | |
DIRECTORS
| Irene Moshouris | Independent Director since 2022 | | Age: 64 Ms. Moshouris has served as a director of the company since November 1, 2022. She served as senior vice president-treasurer of United Rentals, Inc. (NYSE: URI) from April 2011 until her retirement in June 2023, and previously held the position of vice president and treasurer from August 2006 to April 2011. Prior to United Rentals, Ms. Moshouris was vice president and deputy treasurer with Avon Products, Inc., corporate tax manager with GTE Corporation, tax director, pharmaceutical group with Sterling Winthrop Inc. and tax manager with Arthur Andersen & Co. She served as a member of the board of directors of Summit Materials, Inc. (NYSE: SUM) from January 2024 to February 2025. Ms. Moshouris holds a master of laws degree in taxation from New York University School of Law, a juris doctorate degree from Brooklyn Law School and a bachelor’s degree from Queens College. | | | Board Committees: ▪ Chair of the Audit Committee ▪ Member of the Compensation and Human Capital Committee ▪ Member of the Nominating, Corporate Governance and Sustainability Committee | | | Other Public Company Boards: None | | | Ms. Moshouris’ Skills and Experience Align with XPO’s Strategy: ▪ Senior financial leadership experience gained through her roles with United Rentals, as well as her numerous treasury and tax management positions with global corporations, provide Ms. Moshouris with the strong oversight skills necessary to chair the Audit Committee; and ▪ International business experience, including roles in international treasury and global finance in Europe and Latin America, contributes to the Board’s oversight of strategy, given the global nature of XPO’s business. | |
DIRECTORS
| Johnny C. Taylor, Jr. Age: 56 | Independent Director since 2021 Lead Independent Director since 2022 | | Mr. Taylor has served as a director of the company since August 2, 2021, and as lead independent director since November 1, 2022. He has served as president and chief executive officer of the Society of Human Resources Management (SHRM) since December 2017. Previously, Mr. Taylor was president and chief executive officer of the Thurgood Marshall College Fund from May 2010 to December 2017. He has served as a member of the board of directors of Guild Education since February 2021 and of Flores & Associates, LLC since January 2023. He has served as a trustee of the University of Miami since June 2017, as a corporate member of Jobs for America’s Graduates since January 2018, and as a member of the National Board of Governors of the American Red Cross since June 2018. Previously he served as chairman of the President’s Advisory Board on Historically Black Colleges and Universities and on the White House American Workforce Policy Advisory Board from February 2018 until January 2021, and as a member of the board of directors of iCIMS, Inc. from March 2021 until January 2023. Mr. Taylor holds a juris doctorate degree and a master’s degree from Drake University, and a bachelor’s degree from the University of Miami. | | | Board Committees: ▪ Chair of the Compensation and Human Capital Committee | | | Other Public Company Boards: None | | | Mr. Taylor’s Skills and Experience Align with XPO’s Strategy: ▪ More than 25 years of experience in senior human resources, legal and business roles across a variety of industries and organizations contributes to the Board’s oversight of business operations, while incorporating crucial legal and human capital considerations; and ▪ Expertise in human capital strategy and management, collective bargaining and labor relations, executive compensation, diversity and inclusion, workplace culture and leadership training comprise a critical skill set for the Board, given XPO’s continued focus on human capital oversight. | |
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 2024.
2024 Director Compensation Table(1)
2024 Director Compensation Table(1)
2024 Director Compensation Table(1)
| Name | Fees Earned in Cash(2) | Stock Awards(3) | Total | | Jason Aiken(4) | $45,288 | $183,341 | $228,629 | | Bella Allaire(5) | 91,374 | 183,341 | 274,715 | | J. Wes Frye(6) | 100,000 | 183,341 | 283,341 | | Michael G. Jesselson(7) | 80,000 | 183,341 | 263,341 | | Allison Landry(8) | 130,275 | 183,341 | 313,616 | | Irene Moshouris(9) | 94,217 | 183,341 | 277,558 | | Johnny C. Taylor, Jr.(10) | 125,000 | 183,341 | 308,341 |
2024 Director Compensation Table(1)
(1) Compensation information for Mr. Jacobs and Mr. Harik, who are NEOs of our company, is disclosed in this Proxy Statement under the heading Executive Compensation — Compensation Tables. Mr. Jacobs and Mr. Harik did not receive additional compensation for their service as a director. (2) The amounts reflected in this column represent the fees earned by each director for his or her Board service during 2024. 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. (3) The amounts reflected in this column represent an annual grant amount made in 2024 as discussed in more detail below, and represent a full or prorated grant date fair value of the awards made in 2024, 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 15. Stock-Based Compensation” of the 2024 Form 10-K. Each director serving on January 2, 2024 was granted an award of 2,160 time-based restricted stock units (“Time-Based RSUs”), corresponding to the value of $183,341. These awards vested on January 2, 2025. Mr. Aiken resigned from the company’s Board on June 6, 2024 and his award forfeited as a result. (4) As of June 6, 2024, Mr. Aiken held 6,200 RSUs and 6,400 shares of our common stock. Mr. Aiken resigned from the company’s Board on June 6, 2024. Effective upon Mr. Aiken’s resignation 4,040 RSUs, which had been previously deferred, vested and 2,160 RSUs, which were unvested as of his resignation date, were forfeited. (5) As of December 31, 2024, Ms. Allaire held 2,160 RSUs. As of the Record Date, Ms. Allaire directly owns 8,542 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, 2024, Mr. Frye held 2,160 RSUs. As of the Record Date, Mr. Frye directly and indirectly owns a total of 9,607 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, 2024, Mr. Jesselson held 18,048 RSUs. As of the Record Date, Mr. Jesselson directly and indirectly owns a total of 313,557 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, 2024, Ms. Landry held 2,160 RSUs. As of the Record Date, Ms. Landry directly owns 9,125 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, 2024, Ms. Moshouris held 2,160 RSUs. As of the Record Date, Ms. Moshouris directly owns 8,542 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, 2024, Mr. Taylor held 6,200 RSUs. As of the Record Date, Mr. Taylor directly owns 12,600 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 of Directors, which is based, in part, on the recommendation of the Compensation and Human Capital Committee. Directors who are employees of our company do not receive additional compensation for service as members of our Board or its committees. The Compensation and Human Capital Committee annually reviews all forms of independent director compensation paid to directors, with Exequity LLP, the Compensation and Human Capital Committee’s independent compensation consultant, providing competitive benchmarking and guidance. Following a review of director compensation relative to peer group practices (same group used to evaluate executive compensation), no changes were recommended for 2024 as compensation was determined to be competitive and reflective of market practices. For service during calendar year 2024, our non-employee directors received an annual cash retainer of $80,000 and Time-Based RSUs with a fair market value of $183,341. The annual grant of such Time-Based RSUs was made on the first business day of 2024 (the “RSU Grant Date”). 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 ten trading days immediately preceding the RSU Grant Date. The grant vested on the first business day of 2025. The vice chair of the Board and the lead independent director each received an additional $25,000 annual cash retainer. Additionally, the chairs of the Audit Committee, Compensation and Human Capital Committee, and Nominating, Corporate Governance and Sustainability Committee received a cash retainer of $25,000, $20,000 and $20,000, respectively. The non-employee members of the Operating Excellence Committee each received an annual $20,000 cash retainer. All cash compensation is paid quarterly in arrears. No other fees were paid to our directors for their attendance at or participation in meetings of our Board or its committees in 2024. We reimbursed our directors for expenses incurred in the performance of their duties, including reimbursement for air travel and hotel expenses.
2024 Director Compensation Table(1)
In 2016, our Board adopted a stock ownership policy establishing guidelines for stock retention requirements that apply to our non-employee directors and executive officers. Non-employee directors are subject to stock ownership guidelines of six times the annual cash retainer. To determine compliance with these guidelines, generally, common shares held directly or indirectly, vested RSUs subject to deferred delivery of stock, and unvested RSUs subject solely to time-based vesting count toward meeting the stock ownership guidelines. Stock options and equity-based awards subject to performance-based vesting conditions do not count toward meeting stock ownership guidelines until they have been exercised or the performance conditions are met, as applicable. Until the guidelines are met, 70% of the net shares (after tax withholding) received upon settlement of equity-based awards are required to be retained by the director. A revised policy was adopted by the Board in June 2023, extending the period by when a newly appointed director is required to reach the required ownership level from three years to five years from the date of his or her appointment. As of the Record Date, all members of our Board were in compliance with this policy.
NAMED EXECUTIVE OFFICERS FOR 2024
NAMED EXECUTIVE OFFICERS FOR 2024 The following individuals were our named executive officers for 2024:
NAMED EXECUTIVE OFFICERS FOR 2024
| Name | Position | | Brad Jacobs | Executive Chairman | | Mario Harik | Chief Executive Officer | | Kyle Wismans | Chief Financial Officer | | Dave Bates | Chief Operating Officer | | Wendy Cassity | Chief Legal Officer and Corporate Secretary |
NAMED EXECUTIVE OFFICERS FOR 2024
| Brad Jacobs Executive Chairman | Mr. Jacobs has served as executive chairman of XPO’s Board since November 1, 2022, and was previously chairman of the board and chief executive officer from September 2, 2011 to October 31, 2022. He has served as chairman of the board and chief executive officer of QXO, Inc. (NYSE: QXO) since June 6, 2024, and as non-executive chairman of GXO Logistics, Inc. (NYSE: GXO) since August 2, 2021. Mr. Jacobs has served as non-executive chairman of RXO, Inc. (NYSE: RXO) since November 1, 2022 and is not standing for re-election in 2025. Additionally, he is the managing member of Jacobs Private Equity, LLC and Jacobs Private Equity II, LLC. Prior to XPO, Mr. Jacobs led two public companies: United Rentals, Inc., 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 its first six years, and as executive chairman for an additional four years. He served eight years as chairman and chief executive officer of United Waste Systems. | | Mario Harik Chief Executive Officer | Mr. Harik has served as a director and chief executive officer of the company since November 1, 2022. Previously, he served as president of XPO’s North American Less-Than-Truckload unit from October 2021 to October 2022, and additionally held roles as XPO’s chief information officer from November 2011 to October 2022, and chief customer officer from February 2021 to January 2022. Prior to XPO, he was chief information officer and senior vice president of research and development with Oakleaf Waste Management, chief technology officer with Tallan, Inc., and co-founder and chief architect of web and voice applications with G3 Analyst. Mr. Harik has served as a director of QXO, Inc. (NYSE: QXO) since June 2024. He holds a master’s degree in engineering, information technology from Massachusetts Institute of Technology, and a degree in engineering, computer and communications from the American University of Beirut in Lebanon. | | Kyle Wismans Chief Financial Officer | Kyle Wismans has led the company’s finance organization since 2023. He joined XPO in 2019 as senior vice president, financial planning and analysis and later served as senior vice president, revenue management and finance. Mr. Wismans has held numerous senior financial positions during his 19-year career with global public companies. Prior to XPO, he was an executive with General Electric Company and Baker Hughes, holding leadership positions as head of global financial planning and analysis for two divisions and chief financial officer for a global GE business. He also held senior roles on GE’s global audit staff. He holds a degree in business administration from the University of Michigan, Stephen M. Ross School of Business. |
NAMED EXECUTIVE OFFICERS FOR 2024
| Dave Bates Chief Operating Officer | Dave Bates is responsible for all day-to-day operations in XPO’s LTL business in North America, including quality of service and the customer experience, network optimization, workforce productivity and sales. Additionally, he leads the execution of initiatives specific to XPO’s growth strategy, such as capital deployments and the company’s in-house driver school operations. Mr. Bates joined XPO in 2023 following 27 years with Old Dominion Freight Line, Inc., including 12 years as senior vice president, operations, with responsibility for all operations in North America. He started his career with roles at Carolina Freight Carriers and Roadway Express. | | Wendy Cassity Chief Legal Officer and Corporate Secretary | Wendy Cassity leads XPO’s legal and compliance functions, including corporate governance, litigation and commercial matters. Prior to joining the company in March 2023, Ms. Cassity served as chief legal officer with Nuance Communications, Inc., and previously held general counsel positions at Zaya Group, a publicly traded communications infrastructure company, and at Thompson Creek Metals, a publicly traded natural resources company. Ms. Cassity has also served in private practice as a corporate transactional attorney with McDermott Will & Emery, LLP, and with Cravath Swaine & Moore, LLP. She holds a bachelor’s degree in English and history from the University of Arizona, and a juris doctorate degree from Columbia Law School. |
Aggregate Stockholders Holding % of Shares Outstanding(1)
Aggregate Stockholders Holding % of Shares Outstanding(1) (1) Calculated based on stockholder positions and shares outstanding as of September 6, 2024, representing time of outreach and engagement. During these engagements, stockholders voiced their appreciation for XPO’s responsiveness to prior feedback in designing an executive compensation program with a formulaic short-term incentive structure based on key operational metrics and an annual long-term incentive award with multi-year performance and vesting periods. Stockholders also appreciated the robust CD&A disclosures that were further enhanced in last year’s CD&A in response to feedback, including the Committee’s approach to establishing executive pay levels based on market pay practices and individual qualifications. Overall, stockholders expressed support for our compensation program, its strong alignment of pay with performance, its ability to drive long-term stockholder value, and its effectiveness in retaining key executive talent. After considering the 2024 say-on-pay result and the feedback received during our engagement with stockholders, the Compensation and Human Capital Committee determined that our current executive compensation program design continues to best serve XPO and its stockholders. This year’s CD&A continues to provide robust disclosures on our program’s alignment of pay with performance.
Compensation Policies and Practices
| WHAT WE DO | WHAT WE DON’T DO | | Significant emphasis on variable, at-risk compensation. XPO’s compensation program is heavily weighted toward variable compensation through short-term incentives and long-term incentives. This allows the Committee to closely align total compensation values with company performance on an annual and long-term basis. | No exceptional perquisites. Our NEOs have no relocation benefits, supplemental pension or retirement savings or financial planning services beyond what is provided broadly to all XPO employees. | | Substantial portion of compensation linked to creation of stockholder value. Performance-based awards are, and have been, subject to meaningful stock price and/or earnings-related performance goals measured over service-based vesting periods. In addition, the Committee regularly reviews the full portfolio of XPO stockholdings for each NEO to ensure there is a sufficient amount of compensation at risk if objectives are not met, further aligning compensation with stockholder returns and value creation. | No pledging or hedging of company stock. 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. In addition, 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 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 meaningful stock ownership guidelines and stock retention requirements that encourage a strong ownership mindset among our NEOs. Our ownership guidelines specify 6x annual base salary for our CEO and 3x annual base salary for our other NEOs. | No guaranteed annual salary increases. Salary increases are not guaranteed annually and are instead determined based on review of our peer group, market survey data, an executive’s experience, tenure, company and individual performance, scope and scale of responsibility, unique skills, internal equity, and stockholder feedback. | | Clawback policy. Our NEOs are subject to clawback restrictions with respect to incentive compensation that is compliant with and exceeds NYSE listing standards. | No stock option repricing or discounted exercise price. XPO’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. XPO does not provide golden parachute excise tax gross-ups. |
Components of NEO Compensation
Components of NEO Compensation The compensation design for our NEOs has three components: annual base salary, short-term cash incentive and long-term incentive: ■ Annual base salary is a fixed form of competitive pay that corresponds to an executive’s experience and job scope. ■ Short-term cash incentive is a performance-based, at-risk component that offers competitive incentive pay designed to motivate and recognize performance in a given year. ■ Long-term incentive is an at-risk component that offers a combination of performance-based and time-based restricted stock units and is designed to motivate sustained performance over time. It is granted in equity to reinforce long-term stockholder value creation. The long-term incentive component also strives to increase the retention of top talent over time.
2024 EXECUTIVE COMPENSATION OVERVIEW
| ELEMENT | HIGHLIGHTS OF 2024 COMPENSATION DESIGN | | | BASE SALARY | Fixed cash compensation corresponds to experience and job scope, and is aligned with market levels | | | SHORT-TERM INCENTIVE | EC, CEO, CFO and CLO | COO(1) | | | 100% based on performance against the company’s annual adjusted EBITDA target – Adjusted EBITDA is a mainstay financial performance metric in each of XPO’s reportable segments | Profit-sharing cash incentive program with 0.56% participation factor of LTL adjusted operating income – Adjusted operating income incentivizes improving profitability | | LONG-TERM INCENTIVES EC and CEO: 80% PSU 20% RSU CFO, COO and CLO: 65% PSU 35% RSU | Performance-Based Restricted Stock Units (PSUs) based on three-year performance period – 35% LTL adjusted EBITDA growth – 40% LTL adjusted operating ratio Improvement – 25% relative TSR vs. S&P Transportation Select Index TSR PSU cliff vesting performance target hurdles include: – LTL adjusted EBITDA growth of at least 12% – LTL adjusted operating ratio Improvement of at least 450 basis points – TSR ranking at or above the 55th percentile relative to S&P Transportation Select Industry Index TSR Restricted Stock Units (RSUs) that vest annually over three years | |
Target Pay Levels for Current NEOs
Target Pay Levels for Current NEOs In setting total target pay levels for our NEOs, the Committee considers several factors, including competitive market compensation, company and individual performance, scope and scale of responsibility, unique skills, tenure, internal equity and stockholder feedback. The Committee reviews the competitiveness of the total target pay level and practices relative to the established peer group and published survey data provided by its independent compensation consultant (see Peer Group and Market Analysis on page 37). The Committee determined not to increase the 2024 total target direct compensation for each of Messrs. Jacobs, Harik, and Bates or Ms. Cassity, including base salary, the STI target or the LTI target, which is a combination of PSUs and RSUs. For Ms. Cassity, the Committee determined to adjust her LTI mix to 65% PSUs and 35% RSUs (previously 50% PSUs and 50% RSUs in 2023) to align the mix of her equity award with the broader NEO team. The Committee approved an increase in Mr. Wismans’ total target direct compensation for 2024 as supported by competitive market practices data provided by our independent compensation consultant and in recognition of outstanding performance driving key strategic objectives, including his pivotal role in financing and overseeing the implementation of the real estate acquired through the Yellow Corporation bankruptcy. The following table provides an overview of the year-over-year changes the Committee approved for Mr. Wismans’ target compensation:
Target Pay Levels for Current NEOs
| NEO | 2023 Base Salary ($) | 2024 Base Salary ($) | Change YoY (%) | 2023 Target STI ($) | 2024 Target STI ($) | Change YoY (%) | 2023 Target LTI ($) | 2024 Target LTI ($) | Change YoY (%) | | Kyle Wismans | 550,000 | 600,000 | 9% | 550,000 | 600,000 | 9% | 1,300,000 | 1,800,000 | 38% |
Target Pay Levels for Current NEOs
| NEO | Base Salary ($) | Target STI ($) | Total Target Cash Compensation ($) | Target PSUs ($) | Target RSUs ($) | Total Target Direct Compensation ($) | | Brad Jacobs | 600,000 | 900,000 | 1,500,000 | 4,000,000 | 1,000,000 | 6,500,000 | | Mario Harik | 850,000 | 1,700,000 | 2,550,000 | 6,000,000 | 1,500,000 | 10,050,000 | | Kyle Wismans | 600,000 | 600,000 | 1,200,000 | 1,170,000 | 630,000 | 3,000,000 | | Dave Bates | 750,000 | 3,420,000 | 4,170,000 | 975,000 | 525,000 | 5,670,000 | | Wendy Cassity | 575,000 | 575,000 | 1,150,000 | 650,000 | 350,000 | 2,150,000 |
Annual Short-Term Incentive Awards
Annual Short-Term Incentive Awards The company’s annual short-term incentive (“STI”) awards are designed to reward our NEOs for performance against pre-established metrics set by the Compensation and Human Capital Committee at the beginning of the fiscal year. Each NEO (excluding the COO) is assigned an annual short-term incentive target, as a percentage of base salary, based on the NEO’s level of responsibility, scope of role and impact, and market data. Actual annual short-term incentive payouts are based on results achieved against the pre-established performance metrics determined by the Committee and can range from 0% to 200% of target. Short-term incentive payouts are made in cash. For fiscal year 2024, achievement of the annual short-term incentive for our NEOs (excluding the COO) was measured using XPO’s adjusted EBITDA target. Adjusted EBITDA was selected because it is a key metric in our financial performance and demonstrates how well the company operates in serving its customers. Adjusted EBITDA focuses on the financial outcome of operating decisions by eliminating the impact of non-operating items, such as income tax provision, interest expense and depreciation and amortization expense. Because it reflects the operating profitability of our business, it can be compared to other companies by our leaders, current and potential investors, and others with an interest in XPO. It is important to assess adjusted EBITDA performance on both a short-term and long-term basis, which is oriented to stockholder expectations. While a version of adjusted EBITDA is utilized in both the annual short-term incentive and long-term plan, adjusted EBITDA in the long-term plan measures LTL adjusted EBITDA growth, thereby ensuring that short-term adjusted EBITDA performance is aligned with long-term growth objectives and stockholder expectations. This performance metric reflects our company’s progress with our strategic objectives of driving profitable growth, deploying capital for superior returns over time, and increasing the value of XPO’s common stock.
NEO STI Payouts Excluding COO
NEO STI Payouts Excluding COO For 2024, XPO’s annual adjusted EBITDA* of $1,266 million exceeded the 2024 target of $1,158 million by approximately 9.4%. Based on the linear payout curve below, this yielded an STI payout of 146.8%. The following table provides the 2024 short-term incentive targets and actual payouts for our NEOs, excluding our COO.
NEO STI Payouts Excluding COO
| NEO | Base Salary ($) | Target STI | | Payout Achievement | Final Payout ($) | | | | % | $ | | | | Brad Jacobs | 600,000 | 150% | 900,000 | 146.8% | 1,321,110 | | Mario Harik | 850,000 | 200% | 1,700,000 | 146.8% | 2,495,430 | | Kyle Wismans | 600,000 | 100% | 600,000 | 146.8% | 880,740 | | Wendy Cassity | 575,000 | 100% | 575,000 | 146.8% | 844,043 |
NEO STI Payouts Excluding COO
See Annex A for reconciliations of non-GAAP financial measures.
COO STI Payouts
COO STI Payouts In order to secure Mr. Bates’ commitment to join XPO in 2023 from a top-tier competitor, the Compensation and Human Capital Committee designed a short-term incentive program based on the program provided to him by his previous employer. Under XPO’s program, Mr. Bates receives 0.56% of the company’s North American LTL adjusted operating income on a quarterly basis. This metric was specifically chosen because it fully aligns with Mr. Bates’ responsibilities as COO; that is, to deliver best-in-class customer service, improve network efficiency, and increase yield performance. North American LTL adjusted operating income is also a key comparative measure against industry peers, and improvements to the metric are expected to correlate to increased stockholder value. The company’s 2024 North American LTL adjusted operating income* was $746 million, which resulted in a short-term incentive cash payout for Mr. Bates of $4,177,600. This payout is directly reflective of Mr. Bates’ leadership throughout the year to improve cost efficiency through operational discipline, including increases in labor productivity and linehaul transportation insourcing from third-party carriers. In 2024, Mr. Bates helped to deliver record service levels, including a company-best damage claims ratio of 0.2%, driving a 7.8% increase in yield, excluding fuel, and a 6.8% increase in revenue per shipment. In addition, Mr. Bates continued to leverage XPO’s proprietary technology to improve labor productivity and reduced outsourced linehaul miles to the best level in XPO’s history, while leading the integration of 25 new service centers into our network. These efficiencies improved our cost structure and service quality, driving year-over-year outperformance against full-year expectations for our North American LTL business, with adjusted operating income* growth of 27% and adjusted operating ratio improvement of 260 basis points.
Long-Term Incentive Awards
Long-Term Incentive Awards The company’s long-term incentive (“LTI”) awards are designed to provide individuals with equity compensation tied to long-term performance and stockholder alignment through a combination of performance awards and restricted stock. Performance awards are tied to performance against pre-established long-term targets set by the Compensation and Human Capital Committee at the beginning of each three-year performance period in alignment with the company’s long-term strategic plan. The key objective of the plan is to encourage performance that drives stockholder value higher over the long term, align interests of executives with stockholders, and reward and retain executives.
2024 Annual LTI Award Design
2024 Annual LTI Award Design For 2024, the Committee determined to maintain the same metrics used in 2023, given their continued link to XPO’s business strategy, with the weighting of the metrics adjusted to more accurately reflect XPO’s pure-play LTL business. Specifically, the Committee increased the weight of LTL adjusted operating ratio improvement from 20% to 40% for 2024, given the increased importance of this metric to the company’s business model and long-term value creation, with a modest decrease in LTL adjusted EBITDA growth from 40% to 35% and a decrease in relative TSR from 40% to 25%. These changes in weighting align with stockholder feedback regarding preference for increased use of operating metrics in XPO’s compensation plan. The following table provides an overview of equity awards and performance metrics. In 2024, our NEOs received a majority of LTI awards as PSUs, with the executive chairman and CEO receiving 80% in PSUs and 20% in RSUs. All other NEOs received 65% PSUs and 35% RSUs.
2024 Annual LTI Award Design
| Pay Element | Performance Measures / Details | Weight | Metric Rationale | | Performance Restricted Stock Units (PSUs)(1) | LTL adjusted EBITDA growth over three-year performance period | 35% | LTL adjusted EBITDA growth is a critical operating performance measure that reflects the profitability of the LTL business. | | | LTL adjusted operating ratio improvement over three-year performance period | 40% | LTL adjusted operating ratio measures the cost-efficiency and profitability of our LTL network operations and informs our disciplined investments in long-term growth. | | | Relative total shareholder return (TSR) performance vs. S&P Transportation Select Index, measured over a three-year performance period | 25% | TSR targets incentivize a strong focus on XPO’s growth in market position versus core competitors, while directly aligning executive compensation with stockholder value creation. Measurement over a three-year performance period ensures that the company is delivering increasing stockholder value over time relative to its peers. | | Restricted Stock Units (RSUs) | Ratable vesting annually over three years | | Three-year vesting structure supports retention and helps build stock ownership, ensuring strong alignment with stockholder interests. |
2024 Annual LTI Award Design
(1) The PSU three-year cliff vesting is contingent upon the following performance target hurdles: (i) LTL adjusted EBITDA growth of at least 12% (35% of award); (ii) LTL adjusted operating ratio improvement of at least 450 basis points (40% of award); and (iii) company TSR ranking at the completion of the performance period relative to each company in the S&P Transportation Select Industry Index TSR (in the order of lowest to highest TSR) at a minimum of the 55th percentile (25% of award). See Annex A for reconciliations of non-GAAP financial measures.
2024 NEO Annual LTI Awards Granted
2024 NEO Annual LTI Awards Granted The Committee approved the annual LTI awards for each of our NEOs in 2024. The following table shows the economic value of the approved annual long-term equity grants for each NEO:
2024 NEO Annual LTI Awards Granted
| NEO | Target PSUs ($) | RSUs ($) | Total ($) | | Brad Jacobs | 4,000,000 | 1,000,000 | 5,000,000 | | Mario Harik | 7,840,000 | 1,960,000 | 9,800,000 | | Kyle Wismans | 2,600,000 | 1,400,000 | 4,000,000 | | Dave Bates | 975,000 | 525,000 | 1,500,000 | | Wendy Cassity | 650,000 | 350,000 | 1,000,000 |
Role of the Committee’s Independent Compensation Consultant
Role of the Committee’s Independent Compensation Consultant The Committee directly retained Exequity LLP as its independent compensation consultant for 2024. In addition to compensation, Exequity advises on 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. Exequity’s support of the Committee in 2024 included reviewing LTI award grant proposals providing guidance with the design of the annual STI program and reviewing the content of this CD&A. Exequity did not provide any other services to the company. The Committee considered the independence of Exequity 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 Exequity’s internal policies and other information provided to the Committee, the Committee determined that no conflicts of interest existed that would prevent Exequity from serving as an independent compensation consultant to the Committee.
Peer Group and Market Analysis
Peer Group and Market Analysis XPO competes for the best talent within the transportation industry and across industries within the broader economic landscape. In order to attract and retain high-performing talent, the Committee references prevailing pay rates when establishing target compensation opportunities; specifically, by reviewing executive pay levels and practices across the peer group, as well as survey data. The peer group serves as the principal reference group for evaluating our NEOs’ compensation. Survey data serves as a secondary reference to ensure reasonableness by incorporating general industry companies with revenues between $5 billion and $10 billion in annual revenue, which is comparable to XPO’s revenue. The Committee evaluates a range of information regarding market pay practices, considering XPO has a longstanding history of sourcing executives from industries outside the transportation and logistics sectors, and the number of pure-play public transportation carriers of a size similar to XPO is extremely limited. At the end of 2023, the Committee, with support from Exequity, conducted a comprehensive annual review of the peer group. Based on its evaluation, the Committee determined that no changes were needed to the peer group for 2024 given continued comparability to XPO in terms of industry, revenue, market capitalization and labor market:
Peer Group and Market Analysis
| 2024 Peer Group | | | | ArcBest Corporation | Hub Group, Inc. | Old Dominion Freight Line, Inc. | | Avis Budget Group, Inc. | J.B. Hunt Transport Services, Inc. | Ryder System, Inc. | | C.H. Robinson Worldwide, Inc. | Knight-Swift Transportation Holdings, Inc. | Schneider National, Inc. | | CSX Corporation | Landstar System, Inc. | TFI International Inc. | | Expeditors Int’l of Washington, Inc. | Matson, Inc. | Union Pacific Corporation | | Hertz Global Holdings, Inc. | Norfolk Southern Corporation | Werner Enterprises, Inc. |
Peer Group and Market Analysis
The peer group and survey data were utilized in the benchmarking analysis conducted at the end of 2023 for evaluating 2024 total compensation targets. In addition to reviewing peer group and survey data, the Committee considered other internal and external factors in recommending compensation for our NEOs, including an executive’s experience and tenure, retention and succession plan objectives, and company performance.
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 restricted stock units 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, all NEOs were in compliance with our stock ownership guidelines.
Annual STI Compensation
Annual STI Compensation Beyond the mandated clawback provisions under the SEC rules and NYSE listing standards, the employment agreements for Mr. Jacobs and Mr. Harik provide that if the NEO has engaged in fraud or other willful misconduct that contributes materially to any financial restatement or material loss to the company or any of its affiliates, the company may: (i) require repayment by the NEO of any cash STI or annual STI previously paid, net of any taxes paid by the NEO on such STI; (ii) cancel any earned but unpaid cash STI or annual STI; and/or (iii) adjust the NEO’s future compensation in order to recover an appropriate amount with respect to the restated financial results or the material loss.
Long-Term Incentive Compensation
Long-Term Incentive Compensation Beyond the mandated clawback provisions under the SEC rules and NYSE listing standards, the employment agreements for Mr. Jacobs and Mr. Harik include a clawback provision under which the NEO may be required, upon certain triggering events, to
Long-Term Incentive Compensation
repay all or a portion of LTI compensation that was previously paid (including proceeds from previously exercised and vested equity-based awards) and to forfeit unvested equity-based awards during the term of the employment agreements. In cases where a cure is possible, the NEO will first be provided with a specified cure period. These clawback provisions are generally triggered if any of the following conditions apply. If the NEO: Is terminated for cause, as defined in the employment agreement; ■ Has engaged in fraud or other willful misconduct that contributes materially to any significant financial restatement or material loss to our company or any of our affiliates; and/or ■ Breaches the restrictive covenants that are applicable under the employment agreement. The time period for the company to take action under this clawback provision is up to six months from the date of termination for cause and, for all other specified conditions, at any time up to six months after learning of the conduct, but in no event more than two years after the NEO engages in such conduct. The LTI agreements for NEOs provide that if they breach any restrictive covenant contained in any arrangements with the company or engage in fraud or willful misconduct that contributes materially to any financial restatement or material loss to the company or any of its subsidiaries, the company may require the NEO to repay any long-term incentive compensation that was previously paid (including proceeds from vested equity-based awards) and to forfeit unvested equity-based awards. In cases where a cure is possible, the NEO will first be provided with a specified cure period. The Change in Control and Severance Agreements for our NEOs provide that they will be subject to any legally mandated policy relating to the recovery of compensation, to the extent that the company is required to implement such policy pursuant to applicable law. The Clawback Policy provides that the company shall promptly recoup any erroneously awarded compensation received by any covered executive in the event of an accounting restatement. The accounting restatements covered include any restatement of the company’s financial statements due to material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to such financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected. The amount of erroneously awarded compensation subject to recovery under the Clawback Policy is the amount of incentive-based compensation received during the three-year period preceding the date of the accounting restatement exceeds the amount that would have been received had it been determined based on the restated amounts. To the extent that the rules adopted by the NYSE or the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act are broader than the clawback provisions contained in our NEO agreements, and to the extent that the company is required to implement any additional clawback provisions pursuant to applicable law, each NEO will be subject to additional clawback provisions pursuant to such rules as described under the heading Employment Agreements with NEOs — Clawbacks.
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. We do not currently grant stock options. The Committee did not take material non-public information into account when determining the timing and terms of equity awards in 2024, and we do not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.
Employment Agreements
Employment Agreements We have entered into multi-year employment agreements with certain of our NEOs to promote long-term retention, while enabling the Committee to exercise discretion in designing incentive compensation programs. The material compensation-related terms of these agreements are described under the heading Employment Agreements with NEOs. Mr. Jacobs and Mr. Harik each entered into employment agreements in connection with the transition to their new roles in August and September 2022, respectively; these agreements became effective upon the RXO spin-off on November 1, 2022. Mr. Wismans entered into an offer letter agreement, a Confidential Information Protection Agreement, and a Change of Control and Severance Agreement in connection with his promotion to chief financial officer (“CFO”), effective August 11, 2023. Mr. Bates entered into an offer letter agreement, a Confidential Information Protection Agreement, and a Change of Control and Severance Agreement in connection with his hiring as COO, effective April 21, 2023. Ms. Cassity entered into an offer letter agreement, a Confidential Information Protection Agreement, and a Change of Control and Severance Agreement in connection with her hiring as chief legal officer (“CLO”), effective March 13, 2023.
Employment Agreements
The above mentioned agreements for our NEOs (collectively, the “NEO Agreements”) outline the terms and conditions of employment with XPO, including all restrictive covenants that benefit the company, with provisions such as non-competition and non-solicitation of customers and employees, as well as the target compensation opportunity designated by the Committee for base salary, annual STIs, annual LTIs, and other separation benefits that the executives would qualify for under specified circumstances. The material terms of these agreements are described under the heading Employment Agreements with NEOs. There are no multi-year compensation guarantees established in the NEO Agreements. The Committee may adjust compensation levels from year to year based on its annual assessments of performance and market benchmarks. For 2024, the Committee determined that no changes to base salary or target variable compensation levels were warranted, except for Mr. Wismans whose base salary and target STI increased from $550,000 to $600,000 and target LTI increased from $1,300,000 to $1,800,000. These changes were based on assessments of competitive market practices data conducted in late 2023 and early 2024.
Summary Compensation Table
Summary Compensation Table The following table provides information concerning the total compensation awarded to, earned by or paid to our NEOs for the year ended December 31, 2024. We compensate our NEOs pursuant to the terms of their respective employment agreements. The information reported in the table below reflects the terms of such agreements. More information about our NEOs’ employment agreements is provided under the heading Employment Agreements with NEOs.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2)(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | Brad Jacobs(6) Executive Chairman | 2024 | 600,000 | — | 5,449,879 | 1,321,110 | 15,315 | 7,386,304 | | | 2023 | 600,000 | — | 14,125,046 | 1,291,050 | 14,880 | 16,030,976 | | | 2022 | 929,561 | — | 34,600,992(7) | 11,446,524 | 13,880 | 46,990,957 | | Mario Harik(8) Chief Executive Officer | 2024 | 850,000 | — | 10,681,790 | 2,495,430 | 15,480 | 14,042,700 | | | 2023 | 850,000 | — | 9,084,498 | 2,438,650 | 14,463 | 12,387,611 | | | 2022 | 557,857 | — | 7,381,069(7) | 1,075,334 | 13,463 | 9,027,723 | | Kyle Wismans(9) Chief Financial Officer | 2024 | 591,154 | — | 4,292,522 | 880,740 | 15,189 | 5,779,605 | | | 2023 | 440,913 | 795,000 | 1,679,932 | 788,975 | 14,102 | 3,718,922 | | Dave Bates(10) Chief Operating Officer | 2024 | 750,000 | — | 1,609,682 | 4,177,600 | 15,480 | 6,552,762 | | | 2023 | 522,116 | 1,725,000 | 11,485,130 | 2,468,431 | 1,120 | 16,201,797 | | Wendy Cassity(11) Chief Legal Officer | 2024 | 575,000 | — | 1,073,103 | 844,043 | 15,252 | 2,507,398 | | | 2023 | 464,423 | 570,000 | 1,324,127 | 824,838 | 1,210 | 3,184,598 |
Summary Compensation Table
(1) Annual cash bonus awards for 2024 and 2023 are included in the column “Non-Equity Incentive Plan Compensation” and reflect formulaic awards earned in respect of those years. In 2023, Mr. Wismans received $795,000 in cash-based retention bonuses related to the RXO spin-off prior to becoming CFO; Mr. Bates was granted a new hire sign-on cash award of $1.725 million, which included a payment in lieu of the short-term incentive bonus that he was forced to forfeit upon joining XPO from his previous employer; and Ms. Cassity received a sign-on bonus of $570,000 as part of her offer letter. Annual cash bonus awards for 2022 are included in the column “Non-Equity Incentive Plan Compensation” and reflect formulaic annual cash bonus awards earned in respect to 2022 for Mr. Jacobs and Mr. Harik. (2) The amounts reflected in this column generally represent the aggregate grant date fair value of the awards made during each respective year, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718 “Compensation — Stock Compensation” (“FASB ASC 718”). The amounts reported for the 2024 performance stock units reflect achievement of the performance goals at target. At the grant date, these awards were expected to vest at the maximum and the actual grant date fair value calculated in accordance with FASB ASC 718 was $8,449,804, $16,561,763, $6,242,504, $2,341,001 and $1,560,689, for Mr. Jacobs, Mr. Harik, Mr. Wismans, Mr. Bates and Ms. Cassity, respectively. Note that these amounts may not correspond to the actual value realized by each NEO, as they are based upon company performance over the three-year performance period. For additional information related to the measurement of stock-based compensation awards, see Notes to Consolidated Financial Statements — Note 15. Stock-Based Compensation in our 2024 Form 10-K. (3) In order to preserve the value of the awards held by employees continuing with XPO following the RXO spin-off, including our NEOs, the number of outstanding shares underlying outstanding awards were adjusted using the ratios and methodologies outlined in each employee matters agreement, as applicable. The RXO ratio was based on either: (i) the closing price per share of XPO common stock on October 31, 2022, compared with the closing price per share of XPO common stock on November 1, 2022; or (ii) a distribution ratio of one share of RXO common stock for every share of XPO common stock. The modification of these awards in connection with the spin-off did not result in incremental compensation cost. (4) The amounts reported in this column for 2024 represent the amounts earned under the annual short-term incentive awards, based on achievement of the 2024 targets, as described under the heading Executive Compensation Outcomes for 2024 in the sections “Annual Short Term Incentive Awards — NEO STI Payouts Excluding COO” and “Annual Short Term Incentive Awards — COO STI Payouts.” The 2023 STI award for Mr. Wismans reflects combined compensation amounts of $479,870 for the prior roles he held in 2023, as well as $309,105 for the portion of 2023 he served as our CFO. In lieu of an annual short-term incentive award, Mr. Bates receives quarterly payments equivalent to 0.56% of our North American LTL adjusted operating income, subject to certain restrictions. Descriptions of the company’s profit-sharing cash incentive plan and Award Agreement are provided under the heading Executive Compensation Outcomes for 2024 in the section COO STI Payouts. The amounts reflected in this column for 2022 include formulaic annual cash bonus awards earned in respect of 2022 of $2,612,822 and $1,075,334 for Mr. Jacobs and Mr. Harik, respectively. The amounts reflected in this column for 2022 also include a cash LTI award granted in 2020 and earned in respect of 2022 for Mr. Jacobs. On July 31, 2020, the Committee awarded Mr. Jacobs and Mr. Harik LTI awards subject to achievement of an absolute adjusted cash flow per share goal, a relative growth in adjusted cash flow per share goal and scorecard targets related to ESG goals. The award is earned in cash in four installments on the first anniversary of the grant (July 31, 2021) and each of January 15, 2022, 2024 and 2026. The goals underlying the 2020 LTI award are subject to both performance-based and service-based conditions. The target award can be earned based on attainment of the absolute adjusted cash flow per share goals of $3.04, $4.51, $5.35 and $5.95 for each of the second half of 2020 and full year 2021, 2022 and 2023, respectively (50% of award); the relative growth in adjusted cash flow per share goal at the 55th percentile (25% of award); or achievement against goals related to ESG as outlined in a comprehensive scorecard (25% of award). The award is earned based on a sliding scale with a minimum payout of 0% and a maximum payout of 200%. On February 9, 2023, the Committee approved the cancellation of 100% of the target amount of the 2023 tranche of the 2020 LTI award for Mr. Jacobs and Mr. Harik and replacement with PSUs (the “PSU Replacement Awards”). Each PSU Replacement Award has a target grant date value equal to the canceled portion of Messrs. Jacobs’ and Harik’s 2020 LTI awards. The PSU Replacement Awards are subject to a replacement of the absolute adjusted cash flow per share and relative growth in adjusted cash flow per share performance goals from the 2020 LTI awards’ final tranche with a relative TSR performance goal, weighted at 75%, and a continuation of the ESG scorecard goal, weighted at 25% and adjusted in connection with the RXO spin-off. The number of PSUs granted pursuant to the PSU Replacement Award for each of Mr. Jacobs and Mr. Harik was determined based on the grant value of the 2020 LTI awards final tranche for each of Messrs. Jacobs and Harik and the closing price of a share of the company’s common stock on February 9, 2023. The PSU Replacement Awards have an additional time-based vesting condition that generally requires continued service through February 9, 2025, or an earlier qualifying termination of service, and are subject to a restriction on the sale or transfer of shares until January 15, 2026 (which generally aligns with the vesting period for the corresponding canceled portion of the 2020 LTI awards). (5) The components of All Other Compensation for 2024 are detailed in the “All Other Compensation” table below. Effective as of November 1, 2022, Mr. Jacobs, formerly chairman and CEO, assumed the role of executive chairman. Mr. Jacobs’ 2022 amounts reflect all of his compensation for the full fiscal year. Mr. Jacobs did not receive any additional compensation for his service as a director.
Summary Compensation Table
On November 1, 2022, in connection with the completion of the RXO spin-off, the outstanding PSUs granted in 2018 and 2019 to both Mr. Jacobs and Mr. Harik were modified by converting the 2018 PSU award and 2019 PSU awards held by each into time-based vesting RSU awards (“2022 Converted RSUs”). The 2022 Converted RSUs: (i) vest on December 31, 2024, generally subject to continued employment by the executive (or, in the case of Mr. Jacobs, willingness to serve on the company’s board of directors) through the vesting date; and (ii) the after-tax shares received upon the settlement of the 2022 Converted RSUs, subject to a lock-up that prohibits transfers of such shares through December 31, 2025. With respect to the previously awarded PSUs in 2018 and 2019 for Mr. Jacobs and Mr. Harik, the company reported the grant date values of those awards in the tables “Summary Compensation Table” and “Grants of Plan-Based Award” in the year of grant as if the performance conditions associated with those awards were probable. The performance conditions were not probable and the amounts that should have been reflected were $0. In 2022, these awards were modified and converted to time-based RSUs. The fair value of the awards immediately prior to the 2022 modification were zero, as the awards were not probable. The amount shown in this column represents the incremental fair value of the modified awards calculated in accordance with FASB ASC 718 at the 2022 modification date over the sum of the award amounts previously reported in our 2018 and 2019 proxy statements ($12,690,463 and $7,007,415 for Mr. Jacobs, and $1,230,004 and $1,648,799 for Mr. Harik, for 2018 and 2019, respectively). The values shown in this column (when taken together with the previously reported values) are equal to the full amount of compensation expense to be taken for these awards under FASB ASC Topic 718. The financial statements properly reflect the accounting for these awards in accordance with FASB ASC 718 for all periods. (8) Effective as of November 1, 2022, Mr. Harik, formerly chief information officer, chief customer officer, and president, North American LTL, assumed the role of CEO and was appointed a director of the company. Mr. Harik’s 2022 amounts reflect all of his compensation for the full fiscal year. Mr. Harik did not receive any additional compensation for his service as a director. (9) Effective as of August 11, 2023, Mr. Wismans assumed the role of CFO. Mr. Wismans’ 2023 amounts reflect all of his compensation for the full fiscal year. Effective April 7, 2024, Mr. Wismans’ base salary increased from $550,000 to $600,000. Mr. Wismans’ 2024 amounts reflect all of his compensation for the full fiscal year. (10) Effective as of April 21, 2023, Mr. Bates assumed the role of COO. Mr. Bates’ 2023 amounts reflect all of his compensation for the full fiscal year. (11) Effective as of March 13, 2023, Ms. Cassity assumed the role of CLO. Ms. Cassity’s 2023 amounts reflect all of her compensation for the full fiscal year.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table provides additional details regarding grants of equity plan-based awards for our NEOs in 2024.
Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(3) | | Name | Grant Date | Grant Type | Threshold (#)(1) | Target (#) | Maximum (#)(2) | | | | Brad Jacobs | 3/1/2024 | PSU | 14,511 | 33,167 | 66,334 | — | 4,449,864 | | | 3/1/2024 | RSU | — | — | — | 8,292 | 1,000,015 | | Mario Harik | 3/1/2024 | PSU | 28,442 | 65,008 | 130,016 | — | 8,721,799 | | | 3/1/2024 | RSU | — | — | — | 16,252 | 1,959,991 | | Kyle Wismans | 3/1/2024 | PSU | 9,433 | 21,559 | 43,118 | | 2,892,477 | | | 3/1/2024 | RSU | — | — | — | 11,609 | 1,400,045 | | Dave Bates | 3/1/2024 | PSU | 3,537 | 8,085 | 16,170 | — | 1,084,710 | | | 3/1/2024 | RSU | — | — | — | 4,353 | 524,972 | | Wendy Cassity | 3/1/2024 | PSU | 2,359 | 5,390 | 10,780 | — | 723,122 | | | 3/1/2024 | RSU | — | — | — | 2,902 | 349,981 |
Grants of Plan-Based Awards
(1) The amounts in this column reflect the number of potential shares earned for threshold performance for each performance metric of each award. (2) The maximum level that may be paid is 200% of target. The amounts in this column generally reflect the aggregate grant date fair value of the awards made during each respective year, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718 “Compensation — Stock Compensation” (“FASB ASC 718”). The amounts reported for the performance stock units reflect achievement of the performance goals at target. At the grant date, these awards were expected to vest at the maximum, and the actual grant date fair value
Grants of Plan-Based Awards
calculated in accordance with FASB ASC 718 for these awards was $7,449,789, $14,601,772, $4,842,458, $1,816,029 and $1,210,708, for Mr. Jacobs, Mr. Harik, Mr. Wismans, Mr. Bates and Ms. Cassity, respectively. Note that these amounts may not correspond to the actual value realized by each NEO, as they are based upon company performance over the three-year performance period. For additional information related to the measurement of stock-based compensation awards, see “Notes to Consolidated Financial Statements — Note 15. Stock-Based Compensation” in our 2024 Form 10-K. Additional information relevant to the awards shown in the above table, including a discussion of the applicable performance criteria and the actual payouts under such awards, is included below under the heading Outstanding Equity Awards at Fiscal Year-End.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth the outstanding equity awards held by our NEOs as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Brad Jacobs | 522,186(5) | 68,484,694(5) | 286,962(6) | 37,635,066(6) | | Mario Harik | 183,352(7) | 24,046,615(7) | 806,702(8) | 105,798,967(8) | | Kyle Wismans | 30,696(9) | 4,025,780(9) | 66,574(10) | 8,731,180(10) | | Dave Bates | 42,404(11) | 5,561,285(11) | 264,920(12) | 34,744,258(12) | | Wendy Cassity | 20,483(13) | 2,686,345(13) | 41,092(14) | 5,389,216(14) |
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 qualifying termination of employment. See the “Potential Payments Upon Termination or Change of Control” table below for more details. (1) In order to preserve the value of the awards held by employees continuing with XPO following each of the spin-offs of GXO Logistics, Inc. (“GXO”) and RXO, as applicable, including our NEOs, the numbers of outstanding shares underlying outstanding awards were adjusted using the ratios and methodologies outlined in each employee matters agreement, as applicable. The GXO ratio was based on the closing price per share of XPO common stock on July 30, 2021, compared with the closing price per share of XPO common stock on August 2, 2021. The RXO ratio was based on either: (i) the closing price per share of XPO common stock on October 31, 2022, compared with the closing price per share of XPO common stock on November 1, 2022; or (ii) a distribution ratio of one share of RXO common stock for every share of XPO common stock. The modification of these awards in connection with either spin-off did not result in incremental compensation cost. (2) In accordance with the RXO spin-off distribution ratio, the outstanding RXO RSUs are as follows: Mr. Harik received 28,031 RXO PSUs that have been certified at 52% and converted to time-based RXO RSUs through the remainder of the vesting period valued at $668,259; and Mr. Wismans received 1,713 RXO RSUs valued at $40,838 calculated using $23.84, the closing price of RXO common stock on the NYSE on December 31, 2024, the last trading day of our fiscal year 2024. The value of these RXO RSUs is not reflected in the table above. (3) The values reflected in this column were calculated using $131.15, the closing price per share of XPO common stock on the NYSE on December 31, 2024, the last trading day of our fiscal year 2024. (4) In accordance with the RXO spin-off distribution ratio, the outstanding RXO PSUs are as follows: Mr. Harik received 28,031 RXO PSUs valued at $668,259 using $23.84, the closing price per share of RXO common stock on the NYSE on December 31, 2024, the last trading day of our fiscal year 2024. These PSUs have been certified at 52% and have converted to time-based RXO RSUs for the remainder of the vesting period. The value of these RXO RSUs is not reflected in the table above. (5) Consists of: (i) 99,102 PSUs and 396,406 PSUs that vest on February 9, 2025, resulting from performance certifications at 150% and 200%, respectively, and are counted as time-based RSUs through the remainder of the vesting period; (ii) 18,386 RSUs that vest in equal installments on March 15, 2025 and March 15, 2026; and (iii) 8,292 RSUs that vest in equal installments on March 15, 2025, March 15, 2026, and March 15, 2027. (6) Consists of: (i) 110,314 target PSUs that vest on March 6, 2026; and (ii) 33,167 target PSUs that vest on March 1, 2027, subject to achievement of the performance criteria defined below. PSUs are reflected at the maximum level. The 99,102 PSUs and 396,406 PSUs that resulted from the performance certification at 150% and 200%, respectively, are converted to time-based RSUs through the remainder of the vesting period on February 9, 2025. a. PSUs noted as vesting on March 6, 2026, subject to achievement of certain performance criteria. The PSUs are shown at the maximum level, with achievement of target performance goals as follows: (i) LTL adjusted EBITDA growth of at least 8% (40% of award); (ii) LTL adjusted operating ratio Improvement of at least 300 basis points (20% of award); and (iii) our company’s TSR ranking at the completion of the performance period relative to each company in the S&P Transportation Select Industry Index TSR (in the order of lowest to highest TSR) at a minimum of the 60th percentile (40% of award). b. PSUs noted as vesting on March 1, 2027, subject to achievement of certain performance criteria. The PSUs are shown at the maximum level, with achievement of target performance goals as follows: (i) LTL adjusted EBITDA growth of at least 12% (35% of award); (ii) LTL adjusted operating ratio Improvement of at least 450 basis points (40% of award); and (iii) our company’s TSR ranking at the completion of the performance period relative to each company in the S&P Transportation Select Industry Index TSR (in the order of lowest to highest TSR) at the 55th percentile (25% of award). (7) Consists of: (i) 28,031 PSUs that resulted from performance certification at 52% and converted to time-based RSUs through the remainder of the vesting period; (ii) 22,298 PSUs and 89,192 PSUs that vest February 9, 2025, resulting from performance certifications at 150% and 200%, respectively, and are counted as time-based RSUs through the remainder of the vesting period; (iii) 27,579 RSUs that vest in equal installments on March 15, 2025 and March 15, 2026; and (iv) 16,252 RSUs that vest in equal installments on March 15, 2025, March 15, 2026 and March 15, 2027. Consists of: (i) 165,472 target PSUs that are eligible to vest on March 6, 2026; (ii) 172,871 target PSUs that are eligible to vest on August 5, 2026 subject to the TSR Performance Goal with a relative TSR Multiplier; and (iii) 65,008 target PSUs that vest on March 1, 2027 both as defined below. 28,031 PSUs resulted from performance certification at 52% and converted to time-based RSUs through the remainder of the vesting period, and the 22,298 and 89,192 PSUs that resulted from performance certifications at 150% and 200%, respectively, are converted to time-based RSUs through the remainder of the vesting period. The PSUs that vest on March 6, 2026 and August 5, 2026 are restricted from sale until one year after the settlement date, except in death or change of control termination. The PSUs are reflected at a maximum payout of 200% of target. The target award can be earned based on individual or aggregate attainment of the performance goals as detailed below. The award is earned based on a sliding scale with a minimum payout of 0% and a maximum payout of 200% of target.
Outstanding Equity Awards at Fiscal Year-End
PSUs noted as vesting on March 6, 2026, subject to achievement of certain performance goals. See footnote 6a. above for additional terms of these PSUs. b. PSUs noted as vesting on August 5, 2026, subject to achievement of a relative TSR goal with a relative TSR multiplier; cannot be earned until after the four-year performance period ending August 5, 2026. The goals underlying these PSUs are: (i) company TSR ranking at the completion of the performance period relative to each company in the S&P Midcap 400 Index TSR (in the order of lowest to highest TSR) at a minimum of the 67th percentile (the “TSR Performance Goal”); and (ii) a multiplier of company TSR over the performance period that exceeds the aggregate weighted TSR of certain pre-selected transportation peers over the performance period by a minimum of 200 basis points (the “TSR Multiplier”). c. PSUs noted as vesting on March 1, 2027, subject to achievement of certain performance goals. See footnote 6b. above for additional terms of these PSUs. (9) Consists of: (i) 1,087 RSUs that vest on March 10, 2025; (ii) 626 RSUs that vest on November 14, 2025; (iii) 7,945 RSUs that vest in substantially equal installments on February 15, 2025 and February 15, 2026; (iv) 5,975 RSUs that vest in substantially equal installments on March 15, 2025 and March 15, 2026; (v) 3,454 RSUs that vest on August 15, 2027; and (vi) 11,609 RSUs that vest in equal installments on March 15, 2025, March 15, 2026 and March 15, 2027. (10) Consists of: (i) 8,274 target PSUs that vest on March 6, 2026; (ii) 21,559 target PSUs that vest on March 1, 2027; and (iii) 3,454 target PSUs that vest on August 15, 2027, subject to achievement of certain performance goals. PSUs are reflected at the maximum level. a. PSUs noted as vesting on March 6, 2026, subject to achievement of certain performance goals. See footnote 6a. above for additional terms of these PSUs. b. PSUs noted as vesting on March 1, 2027, subject to achievement of certain performance goals. See footnote 6b. above for additional terms of these PSUs. c. PSUs noted as vesting on August 15, 2027, subject to achievement of the TSR performance goals as follows: (i) achievement of threshold opportunity at 50% payout for the company’s Total Shareholder Return Percentile Position vs. Index Companies in the S&P Transportation Select Industry Index for performance at the 40th percentile performance; and (ii) the maximum payout level of 200% of target for performance at the 75th percentile or greater. The target award can be earned based on attainment of the company’s Total Shareholder Return Percentile Position vs. S&P Transportation Select Industry Index companies for performance at the 55th percentile performance for the period August 15, 2023 through August 15, 2027 (100% of award). The PSUs are reflected at a maximum payout of 200% of target. The award is earned based on a sliding scale with a minimum payout of 0% and a maximum payout of 200%. (11) Consists of: (i) 7,951 RSUs that vest in equal installments on March 15, 2025 and March 15, 2026; (ii) 30,100 RSUs that vest on April 21, 2025; and (iii) 4,353 RSUs that vest in equal installments on March 15, 2025, March 15, 2026 and March 15, 2027. (12) Consists of: (i) 22,149 target PSUs that vest on March 6, 2026; (ii) 8,085 target PSUs that vest on March 1, 2027; and (iii) 102,226 target PSUs that vest on April 21, 2028, subject to achievement of certain performance goals. PSUs are reflected at the maximum level. a. PSUs noted as vesting on March 6, 2026, subject to achievement of certain performance goals. See footnote 6a. above for additional terms of these PSUs. b. PSUs noted as vesting on March 1, 2027, subject to achievement of certain performance goals. See footnote 6b. above for additional terms of these PSUs. c. PSUs noted as vesting on April 21, 2028, subject to achievement of the TSR performance goals as follows: (i) achievement of threshold opportunity at 50% payout for the company’s Total Shareholder Return Percentile Position vs. S&P Transportation Select Industry Index companies for performance at the 40th percentile performance; and (ii) the maximum payout level of 200% of target for performance at the 75th percentile or greater. The target award can be earned based on attainment of the company’s Total Shareholder Return Percentile Position vs. S&P Transportation Select Industry Index companies for performance at the 55th percentile performance for the period April 21, 2023 through April 21, 2028 (100% of award). PSUs are reflected at the maximum level. (13) Consists of: (i) 17,581 RSUs that vest in equal installments on March 15, 2025 and March 15, 2026; and (ii) 2,902 RSUs that vest in equal installments on March 15, 2025, March 15, 2026 and March 15, 2027. (14) Consists of: (i) 15,156 target PSUs that vest on March 6, 2026; and (ii) 5,390 target PSUs that vest on March 1, 2027, subject to achievement of certain performance goals. PSUs are reflected at the maximum level. See footnote 6a and 6b above, respectively, for additional terms of these PSUs.
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 2024.
Option Exercises and Stock Vested
| | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Brad Jacobs | 1,183,688 | 155,162,633 | | Mario Harik | 235,712 | 30,796,560 | | Kyle Wismans | 8,675 | 1,073,835 | | Dave Bates | 34,075 | 3,933,723 | | Wendy Cassity | 8,791 | 1,078,304 |
Option Exercises and Stock Vested
(1) In accordance with the RXO spin-off distribution ratio, certain outstanding LTI awards on November 1, 2022 received corresponding LTI awards covering shares of stock of RXO, Inc. These RXO LTI awards vested as follows: (i) Mr. Jacobs vested in 1,174,495 RXO RSUs valued at $27,999,961; (ii) Mr. Harik vested in 221,923 RXO RSUs valued at $5,290,644; and (iii) Mr. Wismans vested in 1,089 RXO RSUs valued at $22,771 and 626 RXO RSUs valued at $17,209. The values reflected were calculated by multiplying the number of RXO shares that vested in 2024 by the closing price per share of RXO common stock on the NYSE on each applicable vesting date. The values of these RXO awards are not reflected in the table above. The values reflected in this column were calculated by multiplying the number of shares that vested in 2024 by the closing price of one share of XPO common stock on the NYSE on each applicable vesting date.
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control The following table sets forth the amounts of compensation that would be due to each of Messrs. Jacob and Harik pursuant to their respective employment agreements and equity award agreements (or in the cases of each of Messrs. Wismans and Bates and Ms. Cassity, pursuant to their Change of Control and Severance Agreement and equity award agreements), as applicable, upon the termination events as summarized below, as if each such event had occurred on December 31, 2024. The amounts shown below are estimates of the payments that each NEO would receive in certain instances. The actual amounts payable will be determined upon the occurrence of any such event.
Potential Payments Upon Termination or Change of Control
| | Brad Jacobs ($) | Mario Harik ($) | Kyle Wismans ($) | Dave Bates ($) | Wendy Cassity ($) | | Termination without Cause: | | | | | | | Continuation of cash compensation(1)(2)(3)(4) | 4,500,000 | 3,400,000 | 1,800,000 | 5,775,000 | 1,725,000 | | Acceleration of equity-based awards(5)(6) | 87,302,227(8) | 49,564,339 | 3,097,370 | 9,828,119 | 2,415,390 | | Continuation of medical / dental benefits(7) | 20,744 | 28,893 | 11,460 | 12,530 | 12,216 | | Total | 91,822,971 | 52,993,232 | 4,908,830 | 15,615,649 | 4,152,606 | | Voluntary Termination with Good Reason: | | | | | | | Continuation of cash compensation(1)(4) | 4,500,000 | — | — | — | — | | Acceleration of equity-based awards(5)(6) | 87,302,227 | — | — | — | — | | Continuation of medical / dental benefits(7) | 20,744 | — | — | — | — | | Total | 91,822,971 | — | — | — | — | | Termination for Cause or Voluntary Termination without Good Reason: | | | | | | | Continuation of cash compensation | — | — | — | — | — | | Acceleration of equity-based awards | — | — | — | — | — | | Continuation of medical/dental benefits | — | — | — | — | — | | Accrued paid time off (PTO) payment | — | — | — | — | — | | Total | — | — | — | — | — | | Disability: | | | | | | | Continuation of cash compensation | — | — | — | — | — | | Acceleration of equity-based awards(6) | 76,263,200 | 14,621,914 | 1,347,697 | 3,328,849 | 1,024,675 | | Continuation of medical / dental benefits | — | — | — | — | — | | Total | 76,263,200 | 14,621,914 | 1,347,697 | 3,328,849 | 1,024,675 | | Death: | | | | | | | Continuation of cash compensation | — | — | — | — | — | | Acceleration of equity-based awards(5)(6)(7) | 87,302,227 | 76,946,098 | 8,391,370 | 22,933,414 | 5,380,953 | | Continuation of medical / dental benefits | — | — | — | — | — | | Total | 87,302,227 | 76,946,098 | 8,391,370 | 22,933,414 | 5,380,953 | | Change of Control and No Termination: | | | | | | | Continuation of cash compensation | — | — | — | — | — | | Acceleration of equity-based awards | — | — | — | — | — | | Continuation of medical / dental benefits | — | — | — | — | — | | Total | — | — | — | — | — | | Change of Control and Termination without Cause or for Good Reason: | | | | | | | Continuation of cash compensation(1)(2)(3)(4) | 5,400,000 | 9,324,500 | 3,000,000 | 11,760,000 | 2,875,000 | | Acceleration of equity-based awards(5)(6) | 87,302,227 | 76,946,098 | 8,391,370 | 22,933,414 | 5,380,953 | | Continuation of medical / dental benefits(7) | 41,488 | 57,786 | 45,840 | 50,119 | 48,864 | | Total | 92,743,715 | 86,328,384 | 11,437,210 | 34,743,533 | 8,304,817 |
Potential Payments Upon Termination or Change of Control
(1) Amounts shown do not include any payments for accrued and unpaid salary, bonuses or paid time off. In the event of a termination by the company without cause, continuation of cash compensation payable to each of Messrs. Harik, Wismans and Bates and Ms. Cassity will be reduced, dollar for dollar, by other income earned by such NEO in accordance with the terms of their employment agreement. The calculations of continuation of cash compensation pay for each use the applicable NEO’s base salary and target bonus amounts effective as of December 31, 2024. (2) In the event of a termination for any reason, the company has the right to extend the period during which each of Messrs. Harik, Wismans and Bates and Ms. Cassity is bound by the non-competition covenant in their employment agreement for up to 12 additional months for Mr. Harik and Ms. Cassity, and up to 18 additional months for Messrs. Wismans and Bates. This would extend the non-compete period from three years to four years following termination for Mr. Harik, from 18 months to three years following termination for Messrs. Wismans and Bates, and from 12 months to 24 months for Ms. Cassity. During the period the non-compete is extended, the applicable NEO would be entitled to receive cash compensation consisting of a portion of his or her monthly base salary as in effect on the date employment is terminated, reduced dollar for dollar by any other income earned at the time by the NEO. Fully extending the non-compete period would increase the amounts shown as continuation of cash compensation by up to $850,000 for Mr. Harik, $900,000 for Mr. Wismans, $1,125,000 for Mr. Bates and $575,000 for Ms. Cassity. (3) The values reflected in this row for Mr. Jacobs consist of non-compete payments in accordance with the terms of his employment agreement, including upon termination due to mutual agreement by our company and Mr. Jacobs. In the event of a termination for any reason, our company has the right to extend the period during which Mr. Jacobs is bound by the non-competition covenant in his employment agreement for up to 12 additional months. This would extend the non-compete period from three years to four years following termination. During the period the non-compete is extended, Mr. Jacobs would be entitled to receive cash compensation consisting of a portion of his monthly base salary and 1/12th of his target bonus as in effect on the date employment is terminated, reduced dollar for dollar by any other income earned at the time by Mr. Jacobs. Fully extending the non-compete period would increase the amount shown as continuation of cash compensation by up to $1,500,000 for Mr. Jacobs. In order to preserve the value of the awards held by employees continuing with XPO following each of the GXO and RXO spin-offs, as applicable, including our NEOs, the number of outstanding shares underlying outstanding awards were adjusted using the ratios and methodologies outlined in each Employee Matters Agreement, as applicable. The GXO ratio was based on the closing price per share of XPO common stock on July 30, 2021, compared with the closing price per share of XPO common stock on August 2, 2021. The RXO ratio was based on either: (i) the closing price per share of XPO common stock on October 31, 2022, compared with the closing price per share of XPO common stock on
Potential Payments Upon Termination or Change of Control
November 1, 2022; or (ii) a distribution ratio of one share of RXO common stock for every share of XPO common stock. The modification of these awards in connection with either spin-off did not result in incremental compensation cost. The values reflected in this row for each of Messrs. Jacobs, Harik, Wismans and Bates and Ms. Cassity, as applicable, were calculated using $131.15, the closing price per share of XPO common stock on the NYSE on December 31, 2024, the last trading day of our fiscal year 2024. The amounts shown for PSUs have been estimated assuming that the applicable performance goals are met at target levels; the February 9, 2023 PSUs granted to Messrs. Jacobs and Harik include the vested amounts certified at 150% and 200% respectively that would be payable on certain termination events. As of December 31, 2024, none of the NEOs had any unvested stock options. Values applicable to all NEOs include standard pro-rata vesting upon certain terminations pursuant to the applicable award agreement. (6) In accordance with the RXO spin-off distribution ratio, certain outstanding RSU and PSU award counts increased on November 1, 2022, the spin-off date, to cover shares of stock of RXO, Inc. These time-based RXO RSUs and PSUs would accelerate upon termination as follows: (i) for Mr. Harik (except in the case of a termination without cause or a voluntary termination for good reason not in connection with a Change of Control) 28,031 RXO PSUs valued at $668,259; and (ii) for Mr. Wismans 1,087 RXO RSUs valued at $25,914 and 626 RXO RSUs valued at $14,924, calculated using $23.84, the closing price per share of RXO common stock on the NYSE on December 31, 2024, the last trading day of our fiscal year 2024. In the event of a termination without cause for Mr. Harik, his outstanding RXO PSUs would accelerate as follows: 28,031 RXO PSUs valued at $668,259 calculated using $23.84, the closing price per share of RXO common stock on the NYSE on December 31, 2024, the last trading day of our fiscal year 2024. The value of these RXO RSUs and PSUs are not reflected in the table above. The amounts shown for Mr. Harik’s PSUs have been estimated assuming that the applicable performance goals are met at target levels. (7) The amounts of continued medical and dental benefits shown in the table: (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 would cease for Mr. Jacobs when he receives medical or dental coverage, as applicable, in connection with other employment, for Mr. Harik when he commences employment with a new employer, and for Messrs. Wismans and Bates and Ms. Cassity when each becomes eligible for any medical and dental benefits through a new employer. (8) The values reflected in this column for Mr. Jacobs include acceleration of equity-based awards upon termination without cause and termination due to mutual agreement between the company and Mr. Jacobs. 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 Employment Agreements with NEOs.
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 that 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.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and the company’s financial performance. For further information on the company’s executive compensation, see the CD&A beginning on page 26.
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
Required Tabular Disclosure of Compensation Actually Paid Versus Performance The following table discloses information on compensation actually paid (“CAP”) to our principal executive officers (“PEOs”) and (on average) to our other NEOs (“non-PEO NEOs”) during the specified years alongside the company’s TSR and net income metrics, as well as a company-selected measure of adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”). The company selected adjusted EBITDA as the most important measure to use in linking PEO and NEO compensation actually paid to company performance for 2024, as LTL adjusted EBITDA represents a 35% weighting in the March 1, 2024 PSU awards, and XPO adjusted EBITDA represents 100% weighting in the 2024 annual incentive plan for our Executive Chairman, CEO, CFO and CLO.
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| Fiscal Year(1) (a) | Summary Compensation Table Total for PEO 1(2) ($) (b) | Compensation Actually Paid to PEO 1(3) ($) (c) | Summary Compensation Table Total for PEO 2(2) ($) (b) | Compensation Actually Paid to PEO 2(3) ($) (c) | Average Summary Compensation Table Total for non-PEO NEOs ($) (d) | Average Compensation Actually Paid to non-PEO NEOs ($) (e) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ in millions) (h) | Company- Selected Measure: Adjusted EBITDA ($ in millions)(5) (i) | | | | | | | | | Total Shareholder Return ($) (f) | Peer Group(4) Total Shareholder Return ($) (g) | | | | 2024 | — | — | 14,042,700 | 67,171,178 | 5,556,517 | 31,774,053 | 457.19 | 143.20 | 387 | 1,266 | | 2023 | — | — | 12,387,611 | 75,024,676 | 8,237,805 | 34,380,024 | 305.34 | 136.32 | 189 | 996 | | 2022 | 46,990,957 | 66,874,224 | 9,027,723 | 19,687,049 | 1,310,474 | 3,184,179 | 116.05 | 108.44 | 666 | 997 | | 2021 | 22,043,280 | 22,043,280 | — | — | 3,990,800 | 3,600,679 | 170.14 | 150.64 | 336 | 812 | | 2020 | 21,812,660 | 25,043,462 | — | — | 4,638,287 | 4,255,500 | 149.56 | 112.07 | 110 | 609 |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
(1) Brad Jacobs is PEO 1 for fiscal years 2022, 2021 and 2020. Mario Harik is PEO 2 for fiscal years 2024, 2023 and 2022. The non-PEO NEOs for fiscal year 2024 were Brad Jacobs, Kyle Wismans, Dave Bates and Wendy Cassity. (2) 2022 data reflects the total compensation of our executive chairman and former CEO, Mr. Jacobs, who served as our PEO (“PEO 1”) from January 1, 2022 until November 1, 2022, and the total compensation of our CEO and former president, North American LTL and former CIO, Mr. Harik, who is serving as our PEO (“PEO 2”), effective November 1, 2022, and is therefore included in this table as an additional PEO in accordance with SEC rules. Amounts shown are as calculated in the Summary Compensation Table for each of the years shown (and for Mr. Harik, solely reflect compensation for the years of his service as our CEO). (3) The dollar amounts shown in these columns reflect compensation actually paid (“CAP”) to Mr. Jacobs and Mr. Harik, calculated in accordance with SEC rules. As required, the dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid to either officer during the applicable years. The adjustments made to each officer’s total compensation for each year to determine CAP are shown in the tables below. For Mr. Jacobs, information is only included with respect to 2022, 2021 and 2020. For Mr. Harik, information is only included with respect to 2024, 2023 and 2022. (4) Our peer group is represented by the S&P Transportation Select Industry Index, which replaced the Dow Jones Transportation Average Index starting with 2023. We believe that the S&P Transportation Select Industry Index is the appropriate index, as our outstanding performance-based restricted stock units (“PSUs”) generally measure our performance compared to this index, of which we are a component. The peer group Total Shareholder Return shown in the table above reflects data for the S&P Transportation Select Industry Index for 2024, 2023, 2022, 2021 and 2020. (5) Our company-selected measure is adjusted EBITDA, which we define as income from continuing operations before debt extinguishment loss, interest expense, income tax provision, depreciation and amortization expense, goodwill impairment charges, litigation matters, transaction and integration costs, restructuring costs and other adjustments. Adjusted EBITDA is a non-GAAP financial measure. See Annex A for reconciliations of non-GAAP measures.
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| | PEO 1 | | | | | | Prior FYE Current FYE Fiscal Year | 12/31/2019 12/31/2020 2020 ($) | 12/31/2020 12/31/2021 2021 ($) | 12/31/2021 12/31/2022 2022(a) ($) | 12/31/2022 12/31/2023 2023 ($) | 12/31/2023 12/31/2024 2024 ($) | | Summary Compensation Table total | 21,812,660 | 22,043,280 | 46,990,957 | — | — | | - Grant date fair value of modified awards disclosed in fiscal year (FASB ASC 718) | — | — | (54,298,870) | — | — | | + Previously reported grant date fair value of modified awards | — | — | 19,697,878 | — | — | | - Grant date fair value of modified awards over previously reported grant date fair value of modified awards | — | — | (34,600,992) | — | — | | + Fair value at fiscal year-end of outstanding and unvested option awards and stock awards granted in fiscal year | — | — | 54,484,259 | — | — | | + Change in fair value of outstanding and unvested option awards and stock awards granted in prior fiscal years | — | — | — | — | — | | + Fair value at vesting of option awards and stock awards granted in fiscal year that vested during fiscal year | — | — | — | — | — | | + Change in fair value as of vesting date of option awards and stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during fiscal year | 3,230,802 | — | — | — | — |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| | PEO 1 | | | | | | Prior FYE Current FYE Fiscal Year | 12/31/2019 12/31/2020 2020 ($) | 12/31/2020 12/31/2021 2021 ($) | 12/31/2021 12/31/2022 2022(a) ($) | 12/31/2022 12/31/2023 2023 ($) | 12/31/2023 12/31/2024 2024 ($) | | - Fair value as of prior fiscal year-end of option awards and stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during fiscal year | — | — | — | — | — | | Compensation Actually Paid | 25,043,462 | 22,043,280 | 66,874,224 | — | — |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
(a) For a description of the modifications and valuations of awards held by PEO 1, see footnote 7 of the Summary Compensation Table above.
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| | PEO 2 | | | | | | Prior FYE Current FYE Fiscal Year | 12/31/2019 12/31/2020 2020 ($) | 12/31/2020 12/31/2021 2021 ($) | 12/31/2021 12/31/2022 2022(a) ($) | 12/31/2022 12/31/2023 2023 ($) | 12/31/2023 12/31/2024 2024 ($) | | Summary Compensation Table total | — | — | 9,027,723 | 12,387,611 | 14,042,700 | | - Grant date fair value of modified awards disclosed in fiscal year (FASB ASC 718) | — | — | (10,259,872) | — | — | | + Previously reported grant date fair value of modified awards | — | — | 2,878,803 | — | — | | - Grant date fair value of modified awards over previously reported grant date fair value of modified awards | — | — | (7,381,069) | — | — | | - Grant date fair value of option awards and stock awards granted in fiscal year | — | — | — | (9,084,498) | (10,681,790) | | + Fair value at fiscal year-end of outstanding and unvested option awards and stock awards granted in fiscal year | — | — | 18,040,395 | 38,029,239 | 18,177,101 | | + Change in fair value of outstanding and unvested option awards and stock awards granted in prior fiscal years | — | — | — | 32,520,954 | 36,102,885 | | + Fair value at vesting of option awards and stock awards granted in fiscal year that vested during fiscal year | — | — | — | — | — | | + Change in fair value as of vesting date of option awards and stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during fiscal year | — | — | — | 1,171,370 | 9,530,282 | | - Fair value as of prior fiscal year-end of option awards and stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during fiscal year | — | — | — | — | — | | Compensation Actually Paid | — | — | 19,687,049 | 75,024,676 | 67,171,178 |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
(a) For a description of the modifications and valuations of awards held by PEO 2, see footnote 7 of the Summary Compensation Table above.
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| | Non-PEO NEOs | | | | | | Prior FYE Current FYE Fiscal Year | 12/31/2019 12/31/2020 2020 ($) | 12/31/2020 12/31/2021 2021 ($) | 12/31/2021 12/31/2022 2022 ($) | 12/31/2022 12/31/2023 2023 ($) | 12/31/2023 12/31/2024 2024 ($) | | Summary Compensation Table total | 4,638,287 | 3,990,800 | 1,310,474 | 8,237,805 | 5,556,517 | | - Grant date fair value of option awards and stock awards granted in fiscal year | (1,317,067) | (521,238) | (545,923) | (6,051,943) | (3,106,297) | | + Fair value at fiscal year-end of outstanding and unvested option awards and stock awards granted in fiscal year | 627,445 | 1,199,280 | 4,175,040 | 18,841,448 | 5,098,823 | | + Change in fair value of outstanding and unvested option awards and stock awards granted in prior fiscal years | 124,838 | — | — | 12,883,805 | 11,781,956 | | + Fair value at vesting of option awards and stock awards granted in fiscal year that vested during fiscal year | 61,561 | — | 184,257 | — | — | | + Change in fair value as of vesting date of option awards and stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during fiscal year | 180,900 | 9,732 | (86,372) | 661,143 | 12,443,054 | | - Fair value as of prior fiscal year-end of option awards and stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during fiscal year | (60,464) | (1,077,895) | (1,853,297 | (192,234) | — | | Compensation Actually Paid | 4,255,500 | 3,600,679 | 3,184,179 | 34,380,024 | 31,774,053 |
Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2024 to Company Performance
Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2024 to Company Performance As required, the disclosure below specifies the most important measures used by the company to link compensation actually paid to our PEO and NEOs for 2024 to company performance. For further information regarding these performance metrics and their function in our executive compensation program, see the CD&A beginning on page 26.
Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2024 to Company Performance
| 2024 Most Important Measures (Unranked) | | | | ■ XPO Adjusted EBITDA | ■ LTL Adjusted Operating Ratio | ■ LTL Adjusted Operating Income | | ■ LTL Adjusted EBITDA | ■ Relative TSR | |
Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures The following graphs further illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below illustrates the relationship between XPO’s TSR and the TSR of the S&P Transportation Select Index. For purposes of the tabular disclosure and these graphs, as noted earlier, the “compensation actually paid” amounts were calculated in accordance with SEC rules and do not fully represent the final compensation amounts actually paid to or earned by our PEOs and other NEOs during the applicable years.
Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
| 49 | © 2025 XPO, Inc. |
Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
(1) Adjusted EBITDA is a non-GAAP financial measure. See Annex A for reconciliations of non-GAAP measures.
Proposal 1: Election of Directors
Proposal 1: Election of Directors Our Board of Directors has nominated for re-election each of the following persons to serve until the 2026 Annual Meeting of Stockholders or until their successors are duly qualified and elected. All eight of the nominees were elected as directors by our stockholders at our 2024 Annual Meeting of Stockholders: Brad Jacobs Bella Allaire J. Wes Frye Mario Harik Michael G. Jesselson Allison Landry Irene Moshouris Johnny C. Taylor, Jr. 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 of Directors to fill the vacancy. As of the date of this Proxy Statement, we are not aware that any nominee is unable or will decline to serve as a director if elected.

DEF 14A of XPO, Inc.

SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF DIRECTOR NOMINEES

SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF DIRECTOR NOMINEES

SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF DIRECTOR NOMINEES

DIRECTORS

DIRECTORS

DIRECTORS

DIRECTORS

DIRECTORS

DIRECTORS

DIRECTORS

DIRECTORS

DIRECTORS

DIRECTORS

DIRECTORS

DIRECTORS

DIRECTORS

DIRECTORS

DIRECTOR COMPENSATION

2024 Director Compensation Table(1)

2024 Director Compensation Table(1)

2024 Director Compensation Table(1)

2024 Director Compensation Table(1)

2024 Director Compensation Table(1)

NAMED EXECUTIVE OFFICERS FOR 2024

NAMED EXECUTIVE OFFICERS FOR 2024

NAMED EXECUTIVE OFFICERS FOR 2024

NAMED EXECUTIVE OFFICERS FOR 2024

NAMED EXECUTIVE OFFICERS FOR 2024

NAMED EXECUTIVE OFFICERS FOR 2024

Aggregate Stockholders Holding % of Shares Outstanding(1)

Compensation Policies and Practices

Components of NEO Compensation

2024 EXECUTIVE COMPENSATION OVERVIEW

Target Pay Levels for Current NEOs

Target Pay Levels for Current NEOs

Target Pay Levels for Current NEOs

Annual Short-Term Incentive Awards

NEO STI Payouts Excluding COO

NEO STI Payouts Excluding COO

NEO STI Payouts Excluding COO

NEO STI Payouts Excluding COO

COO STI Payouts

Long-Term Incentive Awards

2024 Annual LTI Award Design

2024 Annual LTI Award Design

2024 Annual LTI Award Design

2024 Annual LTI Award Design

2024 NEO Annual LTI Awards Granted

2024 NEO Annual LTI Awards Granted

Role of the Committee’s Independent Compensation Consultant

Peer Group and Market Analysis

Peer Group and Market Analysis

Peer Group and Market Analysis

Peer Group and Market Analysis

Guidelines

Annual STI Compensation

Long-Term Incentive Compensation

Long-Term Incentive Compensation

Long-Term Incentive Compensation

Equity Granting Policy

Employment Agreements

Employment Agreements

Employment Agreements

Summary Compensation Table

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