DEF 14A of XPO, Inc.

Filed Apr 7, 2026 · FY20250001104659-26-040425

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
| | Mario Harik | Bella Allaire | J. Wes Frye | 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 position from various industry perspectives. | | | | | | | | | 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 seven 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 60 of this Proxy Statement. Below is information regarding our seven director nominees, including the experience, qualifications, attributes and skills that led our Board to conclude each nominee should serve as a director.
DIRECTORS
| Mario Harik Age: 45 | Director since 2022 Chairman since 2026 | | Mr. Harik has served as a director and chief executive officer of the company since November 1, 2022 and as chairman of the board since January 1, 2026. 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
| Bella Allaire Age: 72 | 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: 78 | 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
| Michael G. Jesselson Age: 74 | Independent Director since 2011 | | 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 serves on the boards of private companies, as well as numerous philanthropic organizations. Mr. Jesselson also served 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: 47 | 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 Age: 65 | Independent Director since 2022 | | 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. 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: 57 | 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, of Flores HR, LLC since January 2023, and of Jobs for America’s Graduates since January 2018. He served as a trustee of the University of Miami from June 2017 until June 2024 and as a member of the National Board of Governors of the American Red Cross from June 2018 until December 2024. Mr. Taylor also 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 to January 2021 and as a member of the board of directors of iCIMS, Inc. from March 2021 to 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, 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 2025.
2025 Director Compensation Table(1)
2025 Director Compensation Table(1)
2025 Director Compensation Table(1)
| Name | Fees Earned in Cash(2) | Stock Awards(3) | Total | | Bella Allaire(4) | 100,000 | 182,055 | 282,055 | | J. Wes Frye(5) | 100,000 | 182,055 | 282,055 | | Michael G. Jesselson(6) | 80,000 | 182,055 | 262,055 | | Allison Landry(7) | 125,000 | 182,055 | 307,055 | | Irene Moshouris(8) | 105,000 | 182,055 | 287,055 | | Johnny C. Taylor, Jr.(9) | 125,000 | 182,055 | 307,055 |
2025 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 2025. 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 award amount made in 2025 as discussed in more detail below and represent the full grant date fair value of the awards made in 2025, 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 14. Stock-Based Compensation” of our 2025 Form 10-K. Each director serving on January 2, 2025 was granted an award of 1,374 time-based restricted stock units (“RSUs”), corresponding to the value of $182,055. These awards vested on January 2, 2026. (4) As of December 31, 2025, Ms. Allaire held 1,374 RSUs. As of the Record Date, Ms. Allaire directly owns 9,916 shares of our common stock as disclosed in this Proxy Statement under the heading Security Ownership of Certain Beneficial Owners and Management. (5) As of December 31, 2025, Mr. Frye held 1,374 RSUs. As of the Record Date, Mr. Frye directly and indirectly owns a total of 10,981 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, 2025, Mr. Jesselson held 1,374 RSUs. As of the Record Date, Mr. Jesselson directly and indirectly owns a total of 314,931 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, 2025, Ms. Landry held 1,374 RSUs. As of the Record Date, Ms. Landry directly owns 7,249 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, 2025, Ms. Moshouris held 1,374 RSUs. As of the Record Date, Ms. Moshouris directly owns 9,916 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, 2025, Mr. Taylor held 1,374 RSUs. As of the Record Date, Mr. Taylor directly owns 13,974 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, 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. All forms of independent director compensation paid to our directors are reviewed annually by the Compensation and Human Capital Committee together with Exequity LLP, the Committee’s independent compensation consultant, which provides competitive benchmarking and guidance. Following a review of director compensation relative to peer group practices (the same group used to evaluate executive compensation), no changes were recommended for 2025, as compensation was determined to be competitive and reflective of market practices. For service during calendar year 2025, our non-employee directors received an annual cash retainer of $80,000 and RSUs with a fair market value of $182,055. The annual grant of such RSUs was made on the first business day of 2025 (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 2026. 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 2025. We reimbursed our directors for expenses incurred in the performance of their duties, including reimbursement for air travel and hotel expenses. 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
2025 Director Compensation Table(1)
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 2025
NAMED EXECUTIVE OFFICERS FOR 2025 The following individuals were our named executive officers for 2025:
NAMED EXECUTIVE OFFICERS FOR 2025
| Name | Position | | Brad Jacobs | Executive Chairman (through December 31, 2025) | | 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 2025
| Brad Jacobs Executive Chairman | Mr. Jacobs served as executive chairman of XPO’s Board from November 1, 2022 until December 31, 2025, 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. Mr. Jacobs served as non-executive chairman of the board of directors of GXO Logistics, Inc. from August 2, 2021 to December 31, 2025, and of RXO, Inc. from November 1, 2022 to May 21, 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 XPO’s chief executive officer and a director since November 2022 and as chairman of the board since January 1, 2026. 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 two decades 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. Mr. Wismans has served as a director of GXO Logistics, Inc. (NYSE: GXO) since May 2025. He holds a degree in business administration from the University of Michigan, Stephen M. Ross School of Business. |
NAMED EXECUTIVE OFFICERS FOR 2025
| Dave Bates Chief Operating Officer | Dave Bates is responsible for all day-to-day operations of 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 Zayo 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. |
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 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 that a sufficient amount of compensation is 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 or pledging company securities as collateral for a loan which could create a heightened compliance risk or could create the appearance of misalignment between our directors, employees and stockholders. 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 that are compliant with and exceed NYSE listing standards with respect to incentive compensation. | 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. |
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 the long-term incentive component of value creation and also strives to increase the retention of top talent over time.
2025 EXECUTIVE COMPENSATION OVERVIEW
| ELEMENT | HIGHLIGHTS OF 2025 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 Industry 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 375 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 data, 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 35). For 2025, the Committee approved an increase in total target direct compensation for Messrs. Jacobs, Harik and Wismans and Ms. Cassity as supported by competitive market data provided by our independent compensation consultant and in recognition of their outstanding performance related to key strategic objectives. The following table provides 2025 annual target compensation for the current NEOs included in this Proxy Statement:
Target Pay Levels for Current NEOs
| NEO | Base Salary ($) | Target STI ($) | Total Target Cash Compensation ($) | Target PSUs Awarded ($)(1) | RSUs Awarded ($)(1) | Total Target Direct Compensation ($) | | Brad Jacobs | 618,000 | 927,000 | 1,545,000 | 5,200,000 | 1,300,000 | 8,045,000 | | Mario Harik | 875,500 | 1,751,000 | 2,626,500 | 8,000,000 | 2,000,000 | 12,626,500 | | Kyle Wismans | 650,000 | 650,000 | 1,300,000 | 1,950,000 | 1,050,000 | 4,300,000 | | Dave Bates | 750,000 | 3,420,000 | 4,170,000 | 975,000 | 525,000 | 5,670,000 | | Wendy Cassity | 600,000 | 600,000 | 1,200,000 | 650,000 | 350,000 | 2,200,000 |
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 2025, 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 2025, XPO’s annual adjusted EBITDA* of $1.27 billion resulted in a 94.13% goal attainment based on the 2025 target of $1.35 billion. Based on the linear payout curve below, this yielded an STI payout of 70.64%.
NEO STI Payouts Excluding COO
| | 100% Adjusted EBITDA | | | | | | Threshold | Target | Maximum | Actual | | Performance | $1.08 | $1.35 | $1.62 | $1.27 | | Payout | 50% | 100% | 200% | 70.64% |
NEO STI Payouts Excluding COO
The following table provides the 2025 short-term incentive targets and actual payouts for our NEOs, excluding our COO.
NEO STI Payouts Excluding COO
| NEO | Base Salary ($) | Target STI | | Payout Achievement | Final Payout ($) | | | | % | $ | | | | Brad Jacobs | 618,000 | 150% | 927,000 | 70.64% | 654,833 | | Mario Harik | 875,500 | 200% | 1,751,000 | 70.64% | 1,236,906 | | Kyle Wismans | 650,000 | 100% | 650,000 | 70.64% | 459,160 | | Wendy Cassity | 600,000 | 100% | 600,000 | 70.64% | 423,840 |
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
COO STI Payouts
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 2025 North American LTL adjusted operating income* was $775 million, which resulted in a short-term incentive cash payout for Mr. Bates of $4,334,400. 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 2025, Mr. Bates helped achieve a damage claims ratio of 0.3%, which contributed to a 6.0% increase in yield, excluding fuel. 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, lowering the cost of third-party purchased transportation by over 50% compared with 2024 and reducing outsourced linehaul miles as a percentage of total linehaul miles to 5.1% in the fourth quarter.
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.
2025 Annual LTI Award Design
2025 Annual LTI Award Design For 2025, the Committee determined to maintain the same metrics and weighting used in 2024, given their continued link to XPO’s business strategy. In 2025, 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. The PSU payout scale ranges from 0% to 200% based on performance. The following table provides an overview of equity award types and performance metrics.
2025 Annual LTI Award Design
| Pay Element | Performance Measures / Details | Weight | Metric Rationale | | Performance-Based Restricted Stock Units (PSUs) | LTL adjusted EBITDA growth over three-year performance period ■ Target CAGR of 12%; performance ranging from 80% to 120% of target | 35% | LTL adjusted EBITDA growth is a critical operating performance measure that reflects the profitability of the LTL business. While a version of adjusted EBITDA is used in the annual incentive plan, LTL adjusted EBITDA in the long-term plan measures growth over a three-year period, reinforcing alignment between annual performance, long-term growth objectives, and stockholder expectations. | | | LTL adjusted operating ratio improvement over three-year performance period ■ Target improvement of at least 375 basis point, with a 50 basis points spread from threshold to maximum | 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 Industry Index, measured over a three-year performance period | 25% | TSR targets focus on XPO’s growth in market position versus core competitors, while directly aligning executive compensation with stockholder value creation. Performance and payout range encourages superior performance above our industry competitors and ensure 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. |
2025 Annual LTI Award Design
See Annex A for reconciliations of non-GAAP financial measures.
2025 NEO Annual LTI Awards Granted
2025 NEO Annual LTI Awards Granted The Committee approved the annual LTI awards for each of our NEOs in 2025. The following table shows the economic value of the approved annual long-term equity awards for each NEO.
2025 NEO Annual LTI Awards Granted
| NEO | Target PSUs ($) | RSUs ($) | Total ($) | | Brad Jacobs | 5,200,000 | 1,300,000 | 6,500,000 | | Mario Harik | 8,000,000 | 2,000,000 | 10,000,000 | | Kyle Wismans | 1,950,000 | 1,050,000 | 3,000,000 | | Dave Bates | 975,000 | 525,000 | 1,500,000 | | Wendy Cassity | 650,000 | 350,000 | 1,000,000 |
2023-2025 PSU Achievement
2023-2025 PSU Achievement For the 2023-2025 performance period, PSUs were earned at 178%, reflecting strong EBITDA and relative TSR performance. The following table summarizes the performance of the PSU awards granted in March 2023.
2023-2025 PSU Achievement
| Performance Metric and Weight | Target | Actual | Performance Payout | | 40% LTL Adjusted EBITDA Growth | 8% | 37% | 200% | | 40% Relative TSR vs. S&P Transportation Index | 60th Percentile | 98th Percentile | 200% | | 20% LTL Adjusted Operating Ratio Improvement | 300 bps | 284 bps | 92% | | Overall Payout | | | 178% |
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 2025. 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 2025 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
Peer Group and Market Analysis
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 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 2024 the Committee, with support from Exequity, conducted a comprehensive annual review of the peer group. Based on its evaluation, the Committee added Canadian National Railway Company, Canadian Pacific Kansas City Limited and Saia, Inc. and removed Hertz Global Holdings, Inc. and Matson, Inc. to ensure continued comparability to XPO in terms of industry, revenue, market capitalization and labor market:
Peer Group and Market Analysis
| 2025 Peer Group | | | | ArcBest Corporation | Hub Group, Inc. | Saia, Inc. | | Avis Budget Group, Inc. | J.B. Hunt Transport Services, Inc. | Schneider National, Inc. | | Canadian National Railway Company | Knight-Swift Transportation Holdings, Inc. | TFI International Inc. | | Canadian Pacific Kansas City Limited | Landstar System, Inc. | Union Pacific Corporation | | C.H. Robinson Worldwide, Inc. | Norfolk Southern Corporation | Werner Enterprises, Inc. | | CSX Corporation | Old Dominion Freight Line, Inc. | | | Expeditors Int’l of Washington, Inc. | Ryder System, Inc. | |
Peer Group and Market Analysis
The peer group and survey data were utilized in the benchmarking analysis conducted at the end of 2024 to inform evaluating 2025 target 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
Annual STI Compensation
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 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 2025, 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.
Employment Agreements
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 spin-off of RXO, Inc. (“RXO”) 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. 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.
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, 2025. 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) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Brad Jacobs Executive Chairman | 2025 | 615,670 | | 22,330,984 | 654,833 | 15,515 | 23,617,002 | | | 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 | | Mario Harik Chief Executive Officer | 2025 | 872,198 | | 9,876,760 | 1,236,906 | 15,680 | 12,001,545 | | | 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 | | Kyle Wismans(5) Chief Financial Officer | 2025 | 639,424 | | 2,939,831 | 459,160 | 15,515 | 4,053,929 | | | 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 | | David Bates(6) Chief Operating Officer | 2025 | 752,885 | | 1,469,802 | 4,334,400 | 15,680 | 6,572,767 | | | 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(7) Chief Legal Officer | 2025 | 595,770 | | 979,852 | 423,840 | 15,452 | 2,014,913 | | | 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 2025, 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. (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 2025 PSUs 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 $15,554,710, $4,323,805, $2,161,733 and $1,441,214, for 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 14. Stock-Based Compensation in our 2025 Form 10-K. With respect to the 2025 Stock Awards for Mr. Jacobs, in connection with Mr. Jacobs’ transition to special advisor, the vesting on Mr. Jacobs’ RSUs and PSUs was accelerated in accordance with Section 6(e) of his employment agreement. The acceleration resulted in an accounting charge that must be disclosed as reportable compensation due to technical SEC rules. In accordance with ASC 718, the incremental fair value is determined by comparing the aggregate fair value of the outstanding awards immediately before and after the modification, which represents the amount in the table for 2025. The grant date fair value of the Stock Awards in 2025 at target was $6,419,988. At the grant date, the PSUs were expected to vest at the maximum and the grant date fair value calculated in accordance with ASC 718 for all 2025 Stock Awards for Mr. Jacobs was $10,110,661. (3) The amounts reported in this column for 2024 and 2025 represent the amounts earned under the annual short-term incentive awards, based on achievement of the 2024 and 2025 targets, respectively. See the description under the heading Executive Compensation Outcomes for 2025 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 2025 in the section COO STI Payouts. 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. 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). The components of All Other Compensation for 2025 are detailed in the “All Other Compensation” table below.
Summary Compensation Table
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. (6) 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. (7) 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 2025.
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(4) | 3/3/2025 | PSU | | | | 80,430 | —(3) | | | 3/3/2025 | RSU | | | | 10,869 | —(3) | | | 12/31/2025* | PSU | | | | 140,131 | 20,838,893 | | | 12/31/2025* | RSU | | | | 10,010 | 1,492,091 | | Mario Harik | 3/3/2025 | PSU | 33,443 | 66,884 | 133,768 | | 7,984,110 | | | 3/3/2025 | RSU | | | | 16,721 | 1,892,650 | | Kyle Wismans | 3/3/2025 | PSU | 8,152 | 16,303 | 32,606 | | 1,946,136 | | | 3/3/2025 | RSU | | | | 8,779 | 993,695 | | Dave Bates | 3/3/2025 | PSU | 4,076 | 8,151 | 16,302 | | 973,011 | | | 3/3/2025 | RSU | | | | 4,389 | 496,791 | | Wendy Cassity | 3/3/2025 | PSU | 2,717 | 5,434 | 10,868 | | 648,658 | | | 3/3/2025 | RSU | | | | 2,926 | 331,194 |
Grants of Plan-Based Awards
(*) Modification Date (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 PSUs 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 for these awards was $13,662,060, $3,330,110, $1,664,942 and $1,110,020, for 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 14. Stock-Based Compensation” in our 2025 Form 10-K. With respect to Mr. Jacobs, please see FN. 2 to the “Summary Compensation Table” with respect to the calculation of the modified 2025 awards (i.e., the incremental fair value attributable to the modification of the awards). The grant date fair value of the March 2025 award was $5,189,726 for the PSUs and $1,230,262 for the RSUs. Also, with respect to Mr. Jacobs 2025 awards, pursuant to his stepping down as executive chairman effective December 31, 2025, and continuing as a special advisor through June 30, 2026, the PSUs vested at the actual performance level determined by shortening the performance period to December 31, 2025.
Grants of Plan-Based Awards
See the material compensation-related terms for Mr. Jacobs described under the heading the Employment Agreements with NEOs section and footnote 6 to the Potential Payments Upon Termination or Change of Control table for additional details. In connection with Mr. Jacobs’ transition to special advisor, the vesting of Mr. Jacobs’ RSUs and PSUs was accelerated in December 2025. The December 31, 2025, share numbers represent the awards modified with incremental fair value (which include the 2024 and 2025 awards). The March 3, 2025, share numbers represent the actual number of shares that were vested and released to Mr. Jacobs in connection with the March 2025 award. Additional information relevant to the awards shown in the above table, including a discussion of the applicable performance criteria and the actual payouts under such awards, is included below under the heading Outstanding Equity Awards at Fiscal Year-End.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth the outstanding equity awards held by our NEOs as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Brad Jacobs | — | — | 373,912(2) | 50,818,380(2) | | Mario Harik | 41,345(3) | 5,619,199(3) | 940,470(4) | 127,819,278(4) | | Kyle Wismans | 26,932(5) | 3,660,328(5) | 99,180(6) | 13,479,554(6) | | Dave Bates | 11,266(7) | 1,531,162(7) | 281,222(8) | 38,220,882(8) | | Wendy Cassity | 13,652(9) | 1,855,443(9) | 51,960(10) | 7,061,884(10) |
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) The values reflected in this column were calculated using $135.91, the closing price per share of XPO common stock on the NYSE on December 31, 2025, the last trading day of our fiscal year 2025. (2) Consists of: (i) 110,314 target PSUs originally scheduled to vest on March 6, 2026; and (ii) 33,167 target PSUs originally scheduled to vest on March 1, 2027; and (iii) 43,475 target PSUs originally scheduled to vest on March 3, 2028, subject to achievement of the performance criteria defined below. PSUs are reflected at the maximum level. 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). c. PSUs noted as vesting on March 3, 2028, 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 375 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). d. All of Mr. Jacobs’ outstanding PSUs vested at the projected actual performance level determined by shortening the performance period to December 31, 2025. The vested shares were certified and released to Mr. Jacobs on January 28, 2026. See the material compensation-related terms for Mr. Jacobs described under the heading Employment Agreements with NEOs and footnote 6 to the Potential Payments Upon Termination or Change of Control table for additional details. (3) Consists of: (i) 13,789 RSUs that vest on March 15, 2026; (ii) 10,835 RSUs that vest in substantially equal installments on March 15, 2026 and March 15, 2027; and (iii) 16,721 RSUs that vest in substantially equal installments on March 15, 2026, March 15, 2027 and March 15, 2028. (4) 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; (iii) 65,008 target PSUs that vest on March 1, 2027; and (iv) 66,884 target PSUs that vest on March 3, 2028, as defined below. 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. a. PSUs noted as vesting on March 6, 2026, subject to achievement of certain performance goals. See footnote 2a. above for additional terms of these PSUs. 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
Outstanding Equity Awards at Fiscal Year-End
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”). PSUs noted as vesting on March 1, 2027, subject to achievement of certain performance goals. See footnote 2b. above for additional terms of these PSUs. d. PSUs noted as vesting on March 3, 2028, subject to achievement of certain performance goals. See footnote 2c. above for additional terms of these PSUs. (5) Consists of: (i) 3,972 RSUs that vest on February 15, 2026; (ii) 2,988 RSUs that vest on March 15, 2026; (iii) 3,454 RSUs that vest on August 15, 2027; (iv) 7,739 RSUs that vest in substantially equal installments on March 15, 2026 and March 15, 2027; and (v) 8,779 RSUs that vest in substantially equal installments on March 15, 2026, March 15, 2027, and March 15, 2028. (6) Consists of: (i) 8,274 target PSUs that vest on March 6, 2026; (ii) 21,559 target PSUs that vest on March 1, 2027; (iii) 3,454 target PSUs that vest on August 15, 2027; and (iv) 16,303 target PSUs that vest on March 3, 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 2a. 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 2b. 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%. d. PSUs noted as vesting on March 3, 2028, subject to achievement of certain performance goals. See footnote 2c. above for additional terms of these PSUs. (7) Consists of: (i) 3,975 RSUs that vest on March 15, 2026; (ii) 2,902 RSUs that vest in equal installments on March 15, 2026 and March 15, 2027; and (iii) 4,389 RSUs that vest in equal installments on March 15, 2026, March 15, 2027 and March 15, 2028. (8) Consists of: (i) 22,149 target PSUs that vest on March 6, 2026; (ii) 8,085 target PSUs that vest on March 1, 2027; (iii) 8,151 target PSUs that vest on March 3, 2028; and (iv) 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 2a. 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 2b. above for additional terms of these PSUs. c. PSUs noted as vesting on March 3, 2028, subject to achievement of certain performance goals. See footnote 2c. above for additional terms of these PSUs. d. 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. (9) Consists of: (i) 8,791 RSUs that vest on March 15, 2026; (ii) 1,935 RSUs that vest in equal installments on March 15, 2026 and March 15, 2027; and (iii) 2,926 RSUs that vest in substantially equal installments on March 15, 2026, March 15, 2027, and March 15, 2028. Consists of: (i) 15,156 target PSUs that vest on March 6, 2026; (ii) 5,390 target PSUs that vest on March 1, 2027; and (iii) 5,434 target PSUs that vest on March 3, 2028, subject to achievement of certain performance goals. PSUs are reflected at the maximum level. See footnote 2a, 2b and 2c 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 2025.
Option Exercises and Stock Vested
| | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Brad Jacobs(3) | 533,055 | 78,174,671 | | Mario Harik | 158,728 | 21,615,276 | | Kyle Wismans | 12,543 | 1,513,205 | | Dave Bates | 35,527 | 3,406,876 | | Wendy Cassity | 9,757 | 1,046,341 |
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. Harik vested in 28,031 RXO PSUs valued at $555,294 and (ii) Mr. Wismans vested in 1,713 RXO RSUs valued at $27,691. The values reflected were calculated by multiplying the number of RXO shares that vested in 2025 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. (2) The values reflected in this column were calculated by multiplying the number of shares that vested in 2025 by the closing price of one share of XPO common stock on the NYSE on each applicable vesting date. The values reflected in this column for Mr. Jacobs and Mr. Harik include the vesting of the PSU Replacement Awards in 2025 as described in footnote 3 to the “Summary Compensation Table”. (3) Pursuant to his stepping down as executive chairman effective December 31, 2025, all of Mr. Jacobs’ outstanding RSUs vested on December 31, 2025. The values represented in this column do not include Mr. Jacobs’ PSUs which vested on December 31, 2025 and were certified and released in January 2026. See material compensation-related terms for Mr. Jacobs described under the heading Employment Agreements with NEOs and footnote 6 to the “Potential Payments Upon Termination or Change of Control” table for additional details.
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, 2025. 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 for Good Reason | | | | | | | Continuation of cash compensation(1)(2) | 4,635,000(3) | 3,500,000 | 1,950,000 | 5,775,000 | 1,800,000 | | Acceleration of equity-based awards(4) | 45,732,220(6) | 53,506,355 | 6,599,745 | 12,500,978 | 4,062,634 | | Continuation of medical / dental benefits(5) | 20,744 | 28,893 | 11,460 | 12,771 | 12,216 | | Total | 50,387,964 | 57,035,249 | 8,561,205 | 18,288,748 | 5,874,850 | | Long-Term Disability | | | | | | | Acceleration of equity-based awards(4) | — | 4,479,433 | 2,863,344 | 1,220,441 | 1,476,789 | | Total | — | 4,479,433 | 2,863,344 | 1,220,441 | 1,476,789 | | Death | | | | | | | Acceleration of equity-based awards(4) | — | 69,528,838 | 10,400,105 | 20,641,603 | 5,386,385 | | Total | — | 69,528,838 | 10,400,105 | 20,641,603 | 5,386,385 | | Change of Control and Termination | | | | | | | Continuation of cash compensation(1)(2)(3) | — | 9,598,750 | 3,250,000 | 11,760,000 | 3,000,000 | | Acceleration of equity-based awards(4) | — | 69,528,838 | 10,400,105 | 20,641,603 | 5,386,385 | | Continuation of medical / dental benefits(5) | — | 57,786 | 45,840 | 51,083 | 48,864 | | Total | — | 79,185,374 | 13,695,945 | 32,452,686 | 8,435,249 |
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, 2025. (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 $875,000 for Mr. Harik, $975,000 for Mr. Wismans, $1,125,000 for Mr. Bates and $600,000 for Ms. Cassity. Pursuant to the terms of his Special Advisor Agreement, upon the end of Mr. Jacobs’s tenure as special advisor on June 30, 2026, Mr. Jacobs is entitled to receive a lump sum non-compete payment of $4,635,000, equal to three times the sum of his base salary ($618,000) and target bonus
Potential Payments Upon Termination or Change of Control
($927,000) as in effect on the date of termination. The company has the right to extend the non-competition period for up to 12 additional months beyond the initial three-year period. During any extension period, Mr. Jacobs would be entitled to receive 1/12th of the non-compete payment per month, reduced dollar for dollar by any other income earned by Mr. Jacobs during such period. Fully extending the non-compete period would increase the amount shown as continuation of cash compensation by up to $1,545,000. The values reflected in this row for each of Messrs. Harik, Wismans and Bates and Ms. Cassity, as applicable, were calculated using $135.91, the closing price per share of XPO common stock on the NYSE on December 31, 2025, the last trading day of our fiscal year 2025. The amounts shown for PSUs have been estimated assuming that the applicable performance goals are met at target levels. As of December 31, 2025, 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. (5) The amounts of continued medical and dental benefits shown in the table: (i) have been calculated based upon the company’s 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. 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. (6) The values reflected for Mr. Jacobs represent the acceleration of equity-based awards pursuant to the terms of his employment agreement in connection with his stepping down from his role as executive chairman and a member of the Board effective December 31, 2025, as described under the heading Employment Agreements with NEOs. In accordance with these terms, all outstanding equity awards became fully vested as of December 31, 2025. RSUs were released on December 31, 2025. PSUs which vested on December 31, 2025 were certified and released in January 2026. a. The values above include a total of 336,489 PSUs which were released in January 2026. Using the closing stock price of $135.91 on the December 31, 2025 vesting date, this reflects a realized value of $45,732,220. The number of shares vested consists of: (i) 196,358 PSUs originally scheduled to vest on March 6, 2026, certified at 178% of target performance; (ii) 59,701 PSUs originally scheduled to vest on March 1, 2027, certified at 180% of target performance; and (iii) 80,430 PSUs originally scheduled to vest on March 3, 2028, certified at 185% of target. Details on the performance metrics of these awards can be found in footnotes 2a, 2b, and 2c of the Outstanding Equity at Fiscal Year-End table. b. The values above do not include a total of 25,590 RSUs which vested and were released on December 31, 2025, and are shown in the Option Exercises and Stock-Vested table. c. 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 25.
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 2025, as LTL adjusted EBITDA represents a 35% weighting in the March 3, 2025 PSU awards, and XPO adjusted EBITDA represents 100% weighting in the 2025 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 $100 Investment Based on XPO Total Shareholder Return ($) (f) | Value of Initial Fixed $100 investment Based on Peer Group(4) Total Shareholder Return ($) (g) | Net Income ($ in millions) (h) | Company- Selected Measure: Adjusted EBITDA ($ in millions)(5) (i) | | 2025 | — | — | 12,001,545 | 21,505,696 | 9,064,653 | 9,399,552 | 316.78 | 136.28 | 316 | 1,272 | | 2024 | — | — | 14,042,700 | 67,171,178 | 5,556,517 | 31,774,053 | 305.69 | 127.78 | 387 | 1,266 | | 2023 | — | — | 12,387,611 | 75,024,676 | 8,237,805 | 34,380,024 | 204.16 | 121.64 | 189 | 996 | | 2022 | 46,990,957 | 66,874,224 | 9,027,723 | 19,687,049 | 1,310,474 | 3,184,179 | 77.59 | 96.77 | 666 | 997 | | 2021 | 22,043,280 | 22,043,280 | — | — | 3,990,800 | 3,600,679 | 113.76 | 134.42 | 336 | 812 |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
(1) Brad Jacobs is PEO 1 for fiscal years 2022 and 2021. Mario Harik is PEO 2 for fiscal years 2025, 2024, 2023 and 2022. The non-PEO NEOs for fiscal year 2025 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 current CEO, former president, North American LTL and former CIO, Mr. Harik, who began 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 Messrs. Jacobs and 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 and 2021. For Mr. Harik, information is only included with respect to 2025, 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 2025, 2024, 2023, 2022 and 2021. 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 | 12/31/2020 12/31/2021 2021 ($) | 12/31/2021 12/31/2022 2022(1) ($) | 12/31/2022 12/31/2023 2023 ($) | 12/31/2023 12/31/2024 2024 ($) | 12/31/2024 12/31/2025 2025 ($) | | Summary Compensation Table total | 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 | — | — | — | — | — | | - 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 | 22,043,280 | 66,874,224 | — | — | — |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
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 $1,648,799 for Mr. Harik, for 2018 and 2019, respectively). The values shown in this column (when taken together with the previously reported values) are equal to the full amount of compensation expense to be taken for these awards under FASB ASC Topic 718. The financial statements properly reflect the accounting for these awards in accordance with FASB ASC 718 for all periods.
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| | PEO 2 | | | | | | Prior FYE Current FYE Fiscal Year | 12/31/2020 12/31/2021 2021 ($) | 12/31/2021 12/31/2022 2022(1) ($) | 12/31/2022 12/31/2023 2023 ($) | 12/31/2023 12/31/2024 2024 ($) | 12/31/2024 12/31/2025 2025 ($) | | Summary Compensation Table total | — | 9,027,723 | 12,387,611 | 14,042,700 | 12,001,545 | | - 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) | (9,876,760) | | + 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 | 18,728,073 | | + Change in fair value of outstanding and unvested option awards and stock awards granted in prior fiscal years | — | — | 32,520,954 | 36,102,885 | 16,280 | | + Fair value at vesting of option awards and stock awards granted in fiscal year that vested during fiscal year | — | — | — | — | — |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| | PEO 2 | | | | | | Prior FYE Current FYE Fiscal Year | 12/31/2020 12/31/2021 2021 ($) | 12/31/2021 12/31/2022 2022(1) ($) | 12/31/2022 12/31/2023 2023 ($) | 12/31/2023 12/31/2024 2024 ($) | 12/31/2024 12/31/2025 2025 ($) | | + Change in fair value as of vesting date of option awards and stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during fiscal year | — | — | 1,171,370 | 9,530,282 | 636,558 | | - Fair value as of prior fiscal year-end of option awards and stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during fiscal year | — | — | — | — | — | | Compensation Actually Paid | — | 19,687,049 | 75,024,676 | 67,171,178 | 21,505,696 |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
See footnote 1 under PEO 1 table above.
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| | Non-PEO NEOs | | | | | | Prior FYE Current FYE Fiscal Year | 12/31/2020 12/31/2021 2021 ($) | 12/31/2021 12/31/2022 2022 ($) | 12/31/2022 12/31/2023 2023 ($) | 12/31/2023 12/31/2024 2024 ($) | 12/31/2024 12/31/2025 2025 ($) | | Summary Compensation Table total | 3,990,800 | 1,310,474 | 8,237,805 | 5,556,517 | 9,064,653 | | - Grant date fair value of option awards and stock awards granted in fiscal year | (521,238) | (545,923) | (6,051,943) | (3,106,297) | (6,930,117) | | + Fair value at fiscal year-end of outstanding and unvested option awards and stock awards granted in fiscal year | 1,199,280 | 4,175,040 | 18,841,448 | 5,098,823 | 4,947,895 | | + Change in fair value of outstanding and unvested option awards and stock awards granted in prior fiscal years | — | — | 12,883,805 | 11,781,956 | 356,337 | | + Fair value at vesting of option awards and stock awards granted in fiscal year that vested during fiscal year | — | 184,257 | — | — | 369,301 | | + 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 | 9,732 | (86,372) | 661,143 | 12,443,054 | 1,591,484 | | - 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 | (1,077,895) | (1,853,297) | (192,234) | — | 0 | | Compensation Actually Paid | 3,600,679 | 3,184,179 | 34,380,024 | 31,774,053 | 9,399,552 |
Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance
Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2025 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 2025 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 25.
Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance
| 2025 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 Industry 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
| 47 | © 2026 XPO, Inc. |
Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
| 48 | © 2026 XPO, Inc. |
Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
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 2027 Annual Meeting of Stockholders or until their successors are duly qualified and elected: Mario Harik Bella Allaire J. Wes Frye Michael G. Jesselson Allison Landry Irene Moshouris Johnny C. Taylor, Jr. All of the nominees were elected as directors by our stockholders at our 2025 Annual Meeting of Stockholders. 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

DIRECTOR COMPENSATION

2025 Director Compensation Table(1)

2025 Director Compensation Table(1)

2025 Director Compensation Table(1)

2025 Director Compensation Table(1)

2025 Director Compensation Table(1)

NAMED EXECUTIVE OFFICERS FOR 2025

NAMED EXECUTIVE OFFICERS FOR 2025

NAMED EXECUTIVE OFFICERS FOR 2025

NAMED EXECUTIVE OFFICERS FOR 2025

NAMED EXECUTIVE OFFICERS FOR 2025

NAMED EXECUTIVE OFFICERS FOR 2025

Compensation Policies and Practices

Components of NEO Compensation

2025 EXECUTIVE COMPENSATION OVERVIEW

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

NEO STI Payouts Excluding COO

COO STI Payouts

COO STI Payouts

COO STI Payouts

Long-Term Incentive Awards

2025 Annual LTI Award Design

2025 Annual LTI Award Design

2025 Annual LTI Award Design

2025 Annual LTI Award Design

2025 NEO Annual LTI Awards Granted

2025 NEO Annual LTI Awards Granted

2023-2025 PSU Achievement

2023-2025 PSU Achievement

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

Peer Group and Market Analysis

Guidelines

Annual STI Compensation

Annual STI Compensation

Annual STI 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