DEF 14A of GXO Logistics, Inc.

Filed Apr 22, 2026 · FY20250001104659-26-046343

Open on EDGAR

2026 DIRECTOR NOMINEES
2026 DIRECTOR NOMINEES Our Board aims to create a highly skilled team of directors who provide our global company with thoughtful board oversight. When selecting new directors, our Board considers, among other things, the nominee’s breadth of experience, financial expertise, integrity, ability to make independent analytical inquiries, understanding of our business environment, skills in areas relevant to our growth drivers and willingness to devote adequate time to Board duties—all in the context of the needs of the Board at that point in time and with the objective of ensuring a variety of backgrounds, expertise and viewpoints. The composition of our director nominees is as follows: The following table provides summary information about each director nominee. Our directors will stand for election each year for one-year terms.
2026 DIRECTOR NOMINEES
| | | | | | Committee Memberships* | | | | | Name | Director Since | Age | Occupation | Independent | AC | CC | NCGSC | OEC | | Patrick Byrne | 2025 | 65 | Former Senior Vice President of Operational Transformation at General Electric Company | Y | | | ✓ | | | Marlene Colucci | 2021 | 63 | Chief Executive Officer, The Business Council | Y | | ✓ | ✓ | | | Todd Cooper | 2025 | 56 | President, Advanced Technology Solutions, Celestica, Inc. | Y | ✓ | C | | | | Matthew Fassler | 2023 | 55 | Chief Strategy Officer, QXO, Inc. | Y | ✓ | | | | | Patrick Kelleher | If elected 2026 | 57 | Chief Executive Officer, GXO Logistics, Inc. | N | | | | | | Michael Kneeland | 2025 | 72 | Former Chief Executive Officer, United Rentals | Y | | | ✓ | ✓ | | Julio Nemeth | 2025 | 65 | Former Chief Product Supply Officer, The Procter & Gamble Company | Y | | | C | ✓ | | Torsten Pilz, Ph.D. | 2025 | 60 | Former Group President, Enterprise Supply Chain, 3M Company | Y | | ✓ | | C | | Laura Wilkin | 2025 | 61 | Founder and Chief Executive Officer, Excelerate Supply Chain Advisory Services | Y | | ✓ | | ✓ | | Kyle Wismans | 2025 | 42 | Chief Financial Officer, XPO, Inc. | Y | C | | | |
2026 DIRECTOR NOMINEES
| AC = Audit Committee CC = Compensation Committee | NCGSC = Nominating, Corporate Governance and Sustainability Committee OEC = Operational Excellence Committee | C = Committee Chair ✓ = Committee Member *= Membership Effective as of the Annual Meeting |
2026 DIRECTOR NOMINEES
The following table provides a summary of the qualifications and experience of our director nominees.
DIRECTORS AND DIRECTOR NOMINEE
DIRECTORS AND DIRECTOR NOMINEE Our Board of Directors currently consists of nine (9) members. Following the Annual Meeting, our Board of Directors will consist of ten (10) members, with the addition of our CEO, Patrick Kelleher. The term of each of our current directors will expire at the Annual Meeting. Our nine (9) current directors and our one (1) new director nominee shall be elected to hold office for a one-year term expiring at the next annual meeting of stockholders and until their respective successors shall have been duly elected and qualified or until their earlier resignation or removal.
DIRECTORS AND DIRECTOR NOMINEE
| Name | Age | Position | Term | | Patrick Byrne | 65 | Chairman of the Board | Expiring 2026 | | Marlene Colucci | 63 | Lead Independent Director | Expiring 2026 | | Todd Cooper | 56 | Director | Expiring 2026 | | Matthew Fassler | 55 | Director | Expiring 2026 | | Patrick Kelleher | 57 | Chief Executive Officer | N/A | | Michael Kneeland | 72 | Director | Expiring 2026 | | Julio Nemeth | 65 | Director | Expiring 2026 | | Torsten Pilz, Ph.D. | 60 | Director | Expiring 2026 | | Laura Wilkin | 61 | Director | Expiring 2026 | | Kyle Wismans | 42 | Director | Expiring 2026 |
DIRECTORS AND DIRECTOR NOMINEE
Set forth below is information regarding each of our director nominees, including the experience, qualifications, attributes or skills that led our Board to conclude that each such nominee should serve as a director.
DIRECTORS AND DIRECTOR NOMINEE
| Patrick Byrne Age: 65 | Chairman and Director since 2025 Independent Director since 2025 | | Mr. Byrne was appointed as Chairman of our Board of Directors effective December 31, 2025, and has served as a director of the company since July 29, 2025. Mr. Byrne formerly served as Senior Vice President of Operational Transformation at General Electric Company (NYSE: GE) (a multinational conglomerate) from August 2022 until his retirement in March 2024. In this role, he was responsible for driving GE’s priorities around safety, quality, delivery and cost. From 2019 to 2022, Mr. Byrne served as Chief Executive Officer of GE Digital (a subsidiary of GE) where he led the company’s software businesses focused on digital transformation. Prior to GE, from 2016 to 2019, Mr. Byrne served as Senior Vice President at Fortive Corporation (NYSE: FTV) (an industrial technology conglomerate), and from 2014 to 2019 served as President – Tektronix at Danaher Corporation (NYSE: DHR) (a globally diversified conglomerate) where he led multiple technology businesses. He has served as a member of the board of directors for multiple publicly traded companies, including currently serving as non-executive Chair of the Board for Diebold Nixdorf, Incorporated (NYSE: DBD), since 2023, and non-executive Chairman of the Board for Verra Mobility (Nasdaq: VRRM), since 2022, and previously serving as an independent director at Micron Technology (Nasdaq: MU) from 2011 to 2020. Mr. Byrne holds a Bachelor of Science degree in electrical engineering from the University of California, Berkeley and a Master of Science in electrical engineering from Stanford University. | | | Board Committees: Member of Nominating, Corporate Governance and Sustainability Committee | | | Other Public Company Boards: Diebold Nixdorf and Verra Mobility | | | Mr. Byrne brings to the Board: ▪Significant experience in technology and operations; and ▪Extensive executive leadership and board experience through his various officer and director roles at public companies. | |
DIRECTORS AND DIRECTOR NOMINEE
| Marlene Colucci Age: 63 | Lead Independent Director since 2025 Independent Director since 2021 | | Ms. Colucci was appointed as Lead Independent Director of our Board of Directors effective May 13, 2025, served as vice chair of our Board of Directors from August 2, 2021 to May 13, 2025, and has served as director of the company since August 2, 2021. Ms. Colucci has also served as a director of QXO, Inc. (NYSE: QXO) since June 6, 2024 and XPO, Inc. (NYSE: XPO) from February 7, 2019 to August 2, 2021, when she resigned to join GXO’s Board. She has served as the chief executive officer of The Business Council in Washington, D.C. since July 2013. Previously, from September 2005 to June 2013, she was executive vice president of public policy for the American Hotel & Lodging Association. From September 2003 to June 2005, she served in the White House as special assistant to President George W. Bush in the Office of Domestic Policy. In this role, she developed labor, transportation and postal reform policies and advised the president and his staff on related matters. Earlier, Ms. Colucci served as deputy assistant secretary with the U.S. Department of Labor’s Office of Congressional and Intergovernmental Affairs. Her law career includes more than 12 years with the firm of Akin Gump Strauss Hauer & Feld LLP, where she served as senior counsel. She holds a juris doctorate degree from the Georgetown University Law Center. | | | Board Committees: ▪Member of Compensation Committee ▪Member of Nominating, Corporate Governance and Sustainability Committee | | | Other Public Company Boards: QXO, Inc. | | | Ms. Colucci brings to the Board: ▪Significant experience with public policy development, including labor and transportation policy, from over two decades of relevant government and private sector experience; and ▪Meaningful perspectives on matters of corporate governance and business operations from her tenure leading the premier association of chief executive officers of the world’s most important business enterprises. | |
DIRECTORS AND DIRECTOR NOMINEE
| Todd Cooper | Director since 2025 | | Age: 56 | Independent Director since 2025 | | Mr. Cooper has served as a director of the company since May 13, 2025. Mr. Cooper has served as President, Advanced Technology Solutions of Celestica Inc. (NYSE: CLS) since January 2022, overseeing the strategy and execution of Celestica’s aerospace and defense, capital equipment, healthtech, industrial, and power infrastructure businesses. Previously, Mr. Cooper served as Chief Operating Officer of Celestica from January 2018 to January 2022 and was responsible for driving operational and supply chain excellence, quality and technology innovation throughout the corporation, as well as for the enablement of processes that drive value creation. As part of his role, he also led the operations, supply chain, quality, global business services and information technology teams. Mr. Cooper has over 30 years of experience in operations leadership and advisory roles, including considerable experience in developing and implementing operational strategies to drive large-scale improvements for global organizations. Prior to joining Celestica, Mr. Cooper led supply chain, procurement, logistics, and sustainability value creation efforts at KKR & Co. L.P. (NYSE: KKR), a global investment firm. Prior to that, he served as Vice President of Global Sourcing in Honeywell’s Aerospace Division. Mr. Cooper previously held various management roles at Storage Technology Corporation, McKinsey & Company, and served as a Captain in the U.S. Army. Mr. Cooper holds a Bachelor of Science in Engineering from the U.S. Military Academy at West Point, a Master of Science in Mechanical Engineering from the Massachusetts Institute of Technology and an MBA from the MIT Sloan School of Management. | | | Board Committees: ▪Chair of Compensation Committee ▪Member of Audit Committee ▪Member of Operational Excellence Committee | | | Other Public Company Boards: None. | | | Mr. Cooper brings to the Board: ▪Extensive experience in operations leadership and advisory roles, including considerable experience in developing and implementing operational strategies to drive large-scale improvements for global organizations; and ▪Substantial industry expertise resulting from his service at Celestica. | |
DIRECTORS AND DIRECTOR NOMINEE
| Matthew Fassler Age: 55 | Director since 2023 Independent Director since 2024 | | Mr. Fassler has served as a director of the company since October 11, 2023. Mr. Fassler is the Chief Strategy Officer of QXO, Inc. (NYSE: QXO). Previously, Mr. Fassler served as Chief Strategy Officer of XPO, Inc. from 2018 through 2022, overseeing the company’s strategy, capital structure, investor relations and analysis of growth opportunities. Prior to XPO, Mr. Fassler spent more than 20 years at Goldman Sachs in Global Investment Research as a Managing Director and Business Unit Leader for the consumer sector from 2007 through 2018, and Managing Director, Co-Business Unit Leader for the retail sector from 2004 through 2007. Mr. Fassler held various other positions at Goldman Sachs from 1992 through 2004. Mr. Fassler holds a Bachelor of Arts degree from Yale University. | | | Board Committees: Member of Audit Committee | | | Other Public Company Boards: None. | | | Mr. Fassler brings to the Board: ▪Extensive knowledge from over two decades of senior executive experience, including his service as a managing director and business unit leader, with responsibility for the broader consumer sector at Goldman Sachs; and ▪Expertise related to market dynamics in the e-commerce and consumer sectors. | |
DIRECTORS AND DIRECTOR NOMINEE
| Patrick Kelleher | Non-Independent Director Nominee | | Age: 57 | CEO since August 2025 | | Mr. Kelleher has served as Chief Executive Officer of the company since August 2025. Prior to GXO, he served as CEO, North America at DHL Supply Chain, from July 2024 to August 2025. Prior to this role, Mr. Kelleher served as DHL Supply Chain’s global chief development officer from April 2017 to June 2024 and CEO, Americas at Williams Lea Tag, when it operated under DHL’s ownership, from July 2015 to April 2017. | | | Board Committees: None. | | | Other Public Company Boards: None. | | | Mr. Kelleher brings to the Board: ▪In-depth knowledge of the company’s strategy, operations, customers and markets; and ▪Substantial industry expertise resulting from his service at GXO and DHL Supply Chain. | |
DIRECTORS AND DIRECTOR NOMINEE
| Michael Kneeland | Director since 2025 | | Age: 72 | Independent Director since 2025 | | Mr. Kneeland has served as a director of the company since July 30, 2025. Mr. Kneeland also serves as non-executive Chair of the Board of United Rentals, Inc. (NYSE:URI), a position he has held since May 2019, following his retirement as the CEO of United Rentals, a position he held from 2008. He has served as a member of the Board of United Rentals since 2008. From 2008 until March 2018, he also served as President and from 2007 to 2008 he served as interim CEO of United Rentals. Mr. Kneeland joined United Rentals in 1998 as district manager upon its acquisition of Equipment Supply Company and held a variety of management roles from 1998 to 2007, including being named as Executive Vice President-Operations in 2003. His more than 35 years of management experience in the equipment rental industry includes key positions in sales and operations with private, public and investor-owned companies, including Free State Industries, Inc. (“Free State”). Mr. Kneeland served as Free State’s president from 1995 until the company was sold to Equipment Supply Company in 1996. From 1996 to 1998, he served as general manager for Rylan Rents d/b/a Free State Industries, a division of Equipment Supply. At the time it was acquired by United Rentals, Equipment Supply was the largest aerial equipment rental company in North America. Mr. Kneeland has served as non-executive Chair of the board of directors of Gildan Activewear Inc. (NYSE:GIL), since 2024, and as non-executive Chair of the board of directors of Maxim Crane, a private company, since 2020. Mr. Kneeland previously served on the board of directors of American Tire Distributors, one of the largest independent suppliers of tires, wheels and supplies to the automotive market, from 2019 to 2025; on the board of directors of Anticimex Group, a private pest-control company with headquarters in Stockholm, Sweden, from 2017 to 2021; on the board of directors of Brinks Home Security, a former publicly traded company, from 2019 to 2023; on the board of directors of YRC Worldwide, Inc., a publicly traded company, from 2011 to 2019; and on the National Advisory Board for the Johns Hopkins Berman Institute of Bioethics, from 2015 to 2024. | | | Board Committees: None. | | | Other Public Company Boards: United Rentals, Inc., and Gildan Activewear Inc. | | | Mr. Kneeland brings to the Board: ▪Extensive public company experience as executive officer and director of various public companies; and ▪Deep understanding of the logistics industry. | |
DIRECTORS AND DIRECTOR NOMINEE
| Julio Nemeth | Director since 2025 | | Age: 65 | Independent Director since 2025 | | Mr. Nemeth has served as a director of the company since May 13, 2025. Mr. Nemeth has served on the Board of Directors of Boston Beer Company Inc. (NYSE: SAM), one of the largest and most respected craft brewers in the United States, since January 2020. Mr. Nemeth served on the Board of Directors of WK Kellogg Co. (NYSE: KLG), a cereal manufacturer and distributor, from October 2023 to September 2025. Mr. Nemeth previously served as Chief Product Supply Officer at Procter & Gamble, a consumer goods corporation (NYSE: PG), from May 2019 until his retirement in June 2023. He also served as the Executive Sponsor of the Hispanic Leadership Team and the People with Disabilities Network at P&G. He held numerous senior roles with P&G beginning in 1990, including President, Global Business Services from January 2015 to April 2019 and Senior Vice President, Product Supply, Global Operations from July 2013 to December 2014. Prior to his time at P&G, he served as a Project Engineer for Union Carbide Corporation in Brazil from 1987 to 1990 and as a Design Engineer for Fabirnor Argentina from 1984 to 1987. Mr. Nemeth holds a Bachelor of Science in Naval Engineering from Universidad de Buenos Aires in Argentina and a Master of Business Administration from Fundação Getulio Vargas in Brazil. | | | Board Committees: ▪Chair of Nominating, Corporate Governance and Sustainability Committee ▪Member of Operational Excellence Committee | | | Other Public Company Boards: Boston Beer Company Inc. | | | Mr. Nemeth brings to the Board: ▪In-depth knowledge in manufacturing and supply chain, public company leadership, and accounting and financial acumen; ▪Corporate governance expertise from serving as director of various public companies; and ▪Substantial industry expertise resulting from his service leading supply chain for a global consumer products company. | |
DIRECTORS AND DIRECTOR NOMINEE
| Torsten Pilz, Ph.D. | Director since 2025 | | Age: 60 | Independent Director since 2025 | | Dr. Pilz has served as a director of the company since May 13, 2025. Dr. Pilz has served as Chief Executive Officer of Counterpoint Labs, Inc. since November 2025. Dr. Pilz is a former Group President, Enterprise Supply Chain of 3M Company (NYSE: MMM), an American multinational conglomerate operating in the fields of industry, worker safety, and consumer goods from May 2025 to September 2025. Dr. Pilz has served as Senior Vice President and Chief Supply Chain Officer of Honeywell International, Inc. (NASDAQ: HON), an integrated operating company serving a broad range of industries and geographies around the world, from July 2018 through his appointment with 3M Company, overseeing the integrated supply chain of Honeywell, including procurement and driving improvements in plant efficiency and working capital while continuing to enhance quality and delivery. Prior to Honeywell, Dr. Pilz served as Vice President, Supply Chain, for SpaceX, where he was responsible for planning, purchasing, material management and logistics from January 2017 to July 2018. He built and developed a team that supported dozens of launches a year as well as the development and production of the Falcon and Falcon Heavy Rockets, the Dragon Spacecraft and the SpaceX satellite program. Prior to SpaceX, Dr. Pilz served as Vice President, Worldwide Operations, at Amazon.com Inc. (NASDAQ: AMZN) from October 2013 to January 2017. Before that, Dr. Pilz spent eight years at Henkel AG & Co. in a series of roles, culminating in his assignment as Senior Vice President, Global Operations, and Chief Executive Officer, Schwarzkopf & Henkel Production Europe GmbH. He also worked at Strategy& at PwC and Clariant AG. Dr. Pilz holds a Bachelor of Science and Master of Science, followed by a doctorate in chemical engineering from the Karlsruhe Institute of Technology in Germany. | | | Board Committees: ▪Chair of Operational Excellence Committee | | | Other Public Company Boards: None. | | | Dr. Pilz brings to the Board: ▪Substantial supply chain, technology and industry expertise resulting from his service at 3M Company, Honeywell, SpaceX and Amazon; and ▪Significant exposure to multinational corporate environments, including experience across the principal European markets where the company operates. | |
DIRECTORS AND DIRECTOR NOMINEE
| Laura Wilkin | Director since 2025 | | Age: 61 | Independent Director since 2025 | | Ms. Wilkin has served as a director of the company since May 13, 2025. Ms. Wilkin also serves as a director of Descartes Systems Group Inc., a publicly traded provider of cloud-based, AI-powered logistics and supply chain management software company (NASDAQ: DSGX) since June 2025. Ms. Wilkin is the founder and Chief Executive Officer of Excelerate Supply Chain Advisory Services since January 2025. Ms. Wilkin has more than 30 years of executive and management consulting experience in omnichannel retail and e-commerce. Ms. Wilkin has developed deep expertise in supply chain, operations, technology and industrial real estate. Ms. Wilkin currently serves as co-chair of the retail, consumer, hospitality and transportation committee of WomenExecs on Boards, a Harvard affiliated nonprofit. She previously served on the commercial advisory board of Vorto, a private equity- backed, AI-enabled transportation platform from December 2024 to January 2026, on the board of directors of Industrial Logistics Properties Trust (NASDAQ: ILPT), a publicly traded REIT, from February 2020 to September 2020. Most recently Ms. Wilkin served as Vice President Global Supply Chain and Industrial Real Estate at Amazon.com Inc. (NASDAQ: AMZN), from September 2020 to March 2023, where she helped the company double its global fulfillment network to accommodate massive COVID-19-driven growth. Prior to Amazon, she served as Chief Supply Chain Officer at Petco Health and Wellness Company Inc (NASDAQ: WOOF) from 2018 to 2019 and she held various leadership roles at Walmart Inc. (NYSE: WMT) from 2010 to 2017, including as Sr. Vice President of Logistics. In these roles she gained significant experience leading strategy and transformational initiatives, managing multi-billion dollar P&Ls, overseeing a global real estate portfolio and leading large, global teams in both union and non-union environments. Ms. Wilkin holds a Bachelor of Science in decision science from Indiana University’s Kelley School of Business. She is certified as a Qualified Risk Director® by the Directors and Chief Risk Officers Institute. | | | Board Committees: ▪Member of Compensation Committee ▪Member of Operational Excellence Committee | | | Other Public Company Boards: Descartes Systems Group Inc. | | | Ms. Wilkin brings to the Board: ▪Extensive executive and management consulting experience with deep expertise in supply chain, operations, technology, AI logistics applications and industrial real estate; and ▪Substantial industry experience in logistics, retail and e-commerce in global corporate environments, including experience at Walmart and Amazon. | |
DIRECTORS AND DIRECTOR NOMINEE
| Kyle Wismans | Director since 2025 | | Age: 42 | Independent Director since 2025 | | Mr. Wismans has served as a director of the company since May 13, 2025. Mr. Wismans is the Chief Financial Officer of XPO, Inc. (NYSE: XPO) since August 2023. Previously, he served as senior vice president, revenue management and finance of XPO from March 2023 to August 2023, and additionally held the role of XPO's senior vice president, financial planning and analysis from September 2019 to March 2023. Mr. Wismans has held numerous senior financial positions during his 20-year career with global public companies. Prior to XPO, he was an executive with General Electric Company (NYSE: GE) and Baker Hughes Company (NASDAQ: BKR), 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 holds a degree in business administration from the University of Michigan, Stephen M. Ross School of Business. | | | Board Committees: Chair of Audit Committee | | | Other Public Company Boards: None. | | | Mr. Wismans brings to the Board: ▪Senior financial leadership experience gained through his roles with XPO, GE and Baker Hughes; and ▪Financial expertise related to his qualifications as an “audit committee financial expert” under SEC regulations. | |
SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF DIRECTORS AND DIRECTOR NOMINEE
SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF DIRECTORS AND DIRECTOR NOMINEE
SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF DIRECTORS AND DIRECTOR NOMINEE
| | Patrick Byrne | Marlene Colucci | Todd Cooper | Matthew Fassler | Julio Nemeth | Patrick Kelleher | Michael Kneeland | Torsten Pilz, Ph.D. | Laura Wilkin | Kyle Wismans | | BUSINESS OPERATIONS experience provides a practical understanding of developing, implementing and assessing our operating plan and business strategy. | | | | | | | | | | | | CORPORATE GOVERNANCE experience bolsters Board and management accountability, transparency and a focus on stockholder interests. | | | | | | | | | | | | CUSTOMER SERVICE experience brings an important perspective to our Board, given the importance of customer retention to our business model. | | | | | | | | | | | | ENVIRONMENTAL SUSTAINABILITY AND CORPORATE RESPONSIBILITY experience allows our Board’s oversight to guide our long-term value creation for stockholders in a way that is sustainable. | | | | | | | | | | | | EFFECTIVE CAPITAL ALLOCATION experience is crucial to our Board’s evaluation of our financial statements and capital structure. | | | | | | | | | | | | CRITICAL ANALYSIS OF CORPORATE FINANCIAL STATEMENTS AND CAPITAL STRUCTURES experience assists our directors in overseeing our financial reporting and internal controls. | | | | | | | | | | | | HUMAN RESOURCE MANAGEMENT experience allows our Board to further our goals of making GXO an inclusive workplace and aligning human resources objectives with our strategic and operational priorities. | | | | | | | | | | | | MULTINATIONAL CORPORATE MANAGEMENT experience informs the Board’s strategic thinking, given the global nature of our business. | | | | | | | | | | | | SALES AND MARKETING experience helps our Board assist with our business strategy and with developing new services and operations. | | | | | | | | | | | | MERGERS AND ACQUISITIONS, INTEGRATION AND OPTIMIZATION experience helps our company identify the optimal strategic opportunities for profitable growth and realize synergies. | | | | | | | | | | | | LOGISTICS INDUSTRY experience is important in understanding our competitive environment and market positioning. | | | | | | | | | | | | RISK MANAGEMENT experience is critical to our Board’s role in overseeing the risks facing our company, including mitigation measures. | | | | | | | | | | | | TALENT MANAGEMENT AND ENGAGEMENT experience helps our company attract, motivate and retain top candidates for leadership roles and innovation teams. | | | | | | | | | | | | TECHNOLOGY, INFORMATION SYSTEMS, CYBERSECURITY AND ARTIFICIAL INTELLIGENCE (AI) experience provides valuable insights as we continually seek to enhance customer outcomes and internal operations. | | | | | | | | | | | | PUBLIC POLICY AND REGULATORY AFFAIRS MANAGEMENT experience navigating regulatory environments and legislative process to align government policy with business objectives and compliance requirements. | | | | | | | | | | |
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
2025 Director Compensation Table
2025 Director Compensation Table
| | Fees Earned | Stock | | | Name | in Cash(1) | Awards(2) | Total | | Patrick Byrne(3) | $33,913 | $168,768 | $202,681 | | Marlene Colucci(4) | $105,000 | $203,287 | $308,287 | | Todd Cooper(5) | $63,462 | $203,287 | $266,749 | | Matthew Fassler(6) | $80,000 | $203,287 | $283,287 | | Michael Kneeland(7) | $33,696 | $145,109 | $178,805 | | Julio Nemeth(8) | $63,462 | $203,287 | $266,749 | | Torsten Pilz, Ph.D.(9) | $63,462 | $203,287 | $266,749 | | Laura Wilkin(10) | $50,769 | $203,287 | $254,056 | | Kyle Wismans(11) | $66,635 | $203,287 | $269,922 | | Former Directors | | | | | Brad Jacobs(12) | $180,000 | $256,785 | $436,785 | | Gena Ashe | $29,451 | $— | $29,451 | | Clare Chatfield | $29,451 | $— | $29,451 | | Joli Gross | $36,813 | $— | $36,813 | | Jason Papastavrou Ph.D.(13) | $53,885 | $203,287 | $257,172 | | Oren Shaffer | $47,857 | $— | $47,857 |
2025 Director Compensation Table
| (1) The amounts reflected in this column represent the fees earned by the directors for their 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. |
2025 Director Compensation Table
| (2) The amounts reflected in this column represent the 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”). |
2025 Director Compensation Table
| 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 company’s Annual Report on Form 10-K for the year ended December 31, 2025. |
2025 Director Compensation Table
| (3) As of December 31, 2025, Mr. Byrne held 3,265 RSUs. |
2025 Director Compensation Table
| (4) As of December 31, 2025, Ms. Colucci held 5,012 RSUs. As of the Record Date, Ms. Colucci beneficially owned a total of 22,896 shares of our common stock as disclosed in this Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.” |
2025 Director Compensation Table
| (5) As of December 31, 2025, Mr. Cooper held 5,012 RSUs. As of the Record Date, Mr. Cooper beneficially owned a total of 10,040 shares of our common stock as disclosed in this Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.” |
2025 Director Compensation Table
| (6) As of December 31, 2025, Mr. Fassler held 5,012 RSUs. As of the Record Date, Mr. Fassler beneficially owned a total of 5,782 shares of our common stock as disclosed in this Proxy Statement under the heading "Security Ownership of Certain Beneficial Owners and Management.” |
2025 Director Compensation Table
| (7) As of December 31, 2025, Mr. Kneeland held 2,915 RSUs. As of the Record Date, Mr. Kneeland beneficially owned a total of 3,672 shares of our common stock as disclosed in this Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.” |
2025 Director Compensation Table
| (8) As of December 31, 2025, Mr. Nemeth held 5,012 RSUs. |
2025 Director Compensation Table
| (9) As of December 31, 2025, Dr. Pilz held 5,012 RSUs. |
2025 Director Compensation Table
| (10) As of December 31, 2025, Ms. Wilkin held 5,012 RSUs. |
2025 Director Compensation Table
| (11) As of December 31, 2025, Mr. Wismans held 5,012 RSUs. As of the Record Date, Mr. Wismans beneficially owned a total of 5,618 shares of our common stock as disclosed in this Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.” |
2025 Director Compensation Table
| (12) As of December 31, 2025, Mr. Jacobs held 0 RSUs due to his forfeiture of all unvested RSUs upon his separation from the Board on December 31, 2025. |
2025 Director Compensation Table
| (13) As of December 31, 2025, Dr. Papastavrou held 0 RSUs due to his forfeiture of all unvested RSUs upon his separation from the Board on July 30, 2025. |
2025 Director Compensation Table
The compensation of our directors is subject to approval by our Board and is based, in part, on the recommendation of the Compensation Committee. The Compensation Committee reviews director compensation with the assistance of its independent compensation consultant, F.W. Cook, every other year. The Compensation Committee will review market data again in 2026 with the independent compensation consultant and determine whether any changes need to be made. Directors who are employees of our company do not receive additional compensation for service as members of either our Board or its committees. For service during calendar year 2025, our non-employee directors received an annual cash retainer of $80,000, payable quarterly in arrears, and time-based RSU awards (“Time-Based RSUs”) with a grant date fair value of $203,287. The annual grant of such Time-Based RSU awards was made on the date of the 2025 Annual Meeting of Stockholders and the number of units was determined by dividing $190,000 by the average of the closing prices of the company’s common stock on the 10 trading days immediately preceding the RSU Grant Date. Mr. Byrne was appointed to the Board on July 29, 2025, and received a prorated grant of Time-Based RSUs worth $150,923. Mr. Byrne was subsequently appointed to the position of Chairman of the Board on December 31, 2025, and received a prorated grant of Time-Based RSUs worth $17,845. Mr. Kneeland was appointed to the Board on July 30, 2025, and received a prorated grant of Time-Based RSUs worth $145,109. Additional retainers are paid to the following Board positions in recognition of the additional duties and responsibilities required of such position: the Chairman, Lead Independent Director and chairs of the Audit Committee, Compensation Committee, Nominating, Corporate Governance and Sustainability Committee and Operational Excellence Committee. The Chairman of the Board received an additional $100,000 annual cash retainer, payable quarterly in arrears. The Lead Independent Director also received an additional $25,000 annual cash retainer, payable quarterly in arrears. The chairs of our Audit Committee, our Compensation Committee and our Nominating, Corporate Governance and Sustainability Committee and our Operational Excellence Committee each received an additional cash retainer of $25,000, $20,000, $20,000 and $20,000, respectively, payable quarterly in arrears. An additional $50,000 in grant date value of the time-based RSU award is provided for the Chairman of the Board, in recognition of the additional duties and responsibilities required of such position. The additional time-based RSU award value is provided annually. No other fees are paid to our directors for their attendance at or participation in meetings of our Board or its committees. We reimburse our directors for expenses incurred in the performance of their duties, including reimbursement for air travel and hotel expenses. The Board previously adopted a stock ownership policy establishing guidelines and stock retention requirements that apply to our non-employee directors and executive officers. Non-employee directors are subject to a stock ownership guideline of six (6) times the annual cash retainer. To determine compliance with this guideline, generally, common stock held directly or indirectly and unvested restricted stock units subject solely to time-based vesting count toward meeting the stock ownership guideline, including shares acquired through open-market purchases. Several of our directors have chosen to make open-market purchases of Company common stock, further strengthening their alignment with the long-term interests of our stockholders. Stock options, whether vested or unvested, and equity-based awards subject to performance-based vesting conditions are not counted toward meeting the stock ownership guideline until they have settled or have been exercised, as applicable. Until the guideline is met, 70% of shares received upon settlement of equity-based awards are required to be retained by the director. Under the policy, a newly appointed director is required to reach the required ownership level no later than five years from the date of his or her appointment. As of the date of this proxy, all of our non-employee directors were in compliance with our stock ownership policy.
EXECUTIVE SUMMARY
EXECUTIVE SUMMARY 2025 was a transition year for GXO. During the year, the Committee managed a Chief Executive Officer succession, a Chief Financial Officer transition, and other executive transitions and related employment arrangements, while continuing to apply GXO’s pay-for-performance philosophy. GXO had two principal executive officers during 2025. Mr. Wilson served as Chief Executive Officer through August 18, 2025, and Mr. Kelleher became Chief Executive Officer effective August 19, 2025. The Committee worked closely with Mr. Wilson, management and the Board to support an orderly transition, retain key talent and preserve continuity of leadership. At year-end, the Committee approved a bonus for Mr. Wilson, consistent with the terms of the settlement agreement, of $2,071,620, in recognition of Mr. Wilson's continued leadership and significant contributions during this transition period. The Committee also managed the planned transition of the Chief Financial Officer role following Mr. Oran’s announced departure. In evaluating compensation actions during this period, the Committee emphasized continuity in financial leadership, succession planning and retention in roles critical to execution of the Company’s strategy. Additionally, in October 2025, GXO and Mr. Cawston mutually agreed that Mr. Cawston would depart as Chief Revenue Officer & President of Europe in March 2026. Additional information regarding the terms of settlement agreements for Messrs. Oran and Cawston are summarized in Agreements with NEOs and Severance Plan below. From a business perspective, GXO delivered record revenue and solid operating performance in 2025. Under the annual short-term incentive program, performance against pre-established goals produced formulaic funding of 114.6% of target. Stronger-than-target performance on Adjusted EBITDA and Free Cash Flow more than offset results that were below our annual short-term incentive program targets for Organic Revenue and Net New Business. Consistent with our compensation philosophy, the vast majority of target pay remained variable and at risk. For 2025, 89% of Chief Executive Officer target compensation and 78% of average other NEO target compensation was variable, with long-term incentives delivered primarily in equity and a meaningful portion tied to multi-year performance. Mr. Kelleher did not receive a regular annual long-term incentive award for 2025 because he joined the Company in August 2025. Instead, the Committee approved sign-on equity awards intended to replace forfeited compensation and align his compensation opportunity with long-term stockholder returns. The performance-based portion of the sign-on award is tied solely to relative total shareholder return over a three-year period. The Committee also approved an additional time-based restricted stock unit (“RSU”) award for Ms. Refsgaard to support retention and leadership continuity during a period of organizational change. The Committee maintained strong compensation governance practices in 2025, including stock ownership guidelines, clawback provisions, a prohibition on hedging and pledging without required preclearance, and oversight from an independent compensation consultant. The Committee also considered the Company’s 89% say-on-pay support when reviewing pay decisions. The sections that follow describe the Company’s 2025 performance, how that performance affected annual and long-term incentive outcomes, and why the Committee approved the specific compensation actions taken during the year. Please see “Agreements with NEOs and Severance Plan” for additional details regarding the settlement agreement and separation agreement for Mr. Wilson and Mr. Oran, respectively.
OUR COMPENSATION PHILOSOPHY AND EXECUTIVE COMPENSATION PROGRAM OBJECTIVES
| ■ | Ensure that each executive receives market-competitive total compensation that drives performance and encourages his or her long-term retention through business and individual performance assessments. |
OUR COMPENSATION PHILOSOPHY AND EXECUTIVE COMPENSATION PROGRAM OBJECTIVES
| ■ | Set ambitious targets that incentivize our executives to drive long-term stockholder value creation without unnecessary risk. |
OUR COMPENSATION PHILOSOPHY AND EXECUTIVE COMPENSATION PROGRAM OBJECTIVES
| ■ | Align the interests of our executives with those of our stockholders by emphasizing high growth and high returns in our long-term, performance-based incentives. |
COMPENSATION GOVERNANCE HIGHLIGHTS
| WHAT WE DO | WHAT WE DON’T DO | | Significant emphasis on variable compensation. Our executive compensation program is heavily weighted toward variable compensation, including long-term incentives that are primarily performance - based and annual short-term cash incentives. This allows the Committee to closely align total compensation values with both company and individual performance on an annual and long-term basis. | No excessive perquisites. We limit our executive perquisites to remain consistent with our pay for performance philosophy. Except in limited circumstances, our NEOs have no relocation benefits or supplemental pension or retirement savings beyond what is provided broadly to all GXO employees. In addition, our NEOs have no perquisites such as personal use of company aircraft, executive health services, club memberships, stipends or financial planning services. | | Substantial portion of compensation subject to creation of stockholder value. Performance-based awards are, and have been, subject to meaningful stock price and/or financial-related performance goals measured over service-based vesting periods. In structuring these programs, the Committee emphasizes pay‑for‑performance alignment by placing a substantial portion of NEO compensation at risk and linking realized pay outcomes to stockholder returns and long‑term value creation, while reinforcing focus on the Company’s strategic priorities. | No pledging or hedging of company stock without preclearance. Under our Insider Trading Policy, our company’s directors and executive officers, including the NEOs, are prohibited from pledging or holding company securities in a margin account without preclearance. In addition, without preclearance, they are prohibited from engaging in hedging transactions such as prepaid variable forwards, equity swaps, collars and exchange funds or any other transactions that are designed to hedge or offset, or have the effect of hedging or offsetting, any decrease in the market value of company equity securities. | | Stock ownership policies. The Board has established stock ownership guidelines and stock retention requirements that encourage the strong ownership mindset that exists among our executives. | Except in limited circumstances as part of new hires for the year of hire, no guaranteed annual salary increases or bonuses. Salary increases are not guaranteed annually and are benchmarked against market data. We do not guarantee bonus payouts. | | Clawback policy. Our NEOs are subject to a clawback policy with respect to long-term (time- and performance-based) and annual short-term incentive compensation in connection with a restatement as well as other triggers. | No stock option repricing or discounted exercise price. Our company’s equity incentive plan does not permit either stock option repricing without stockholder approval or stock option awards with an exercise price below fair market value. | | Restrictive covenants. Our NEOs are subject to comprehensive non-competition and other restrictive covenants. | No golden parachute excise tax gross-ups. GXO does not provide golden parachute excise tax gross-ups. | | Engage with stockholders. Our Board values stockholder feedback and carefully considers investor perspectives for incorporation into its decision-making process around governance, compensation and sustainability practices. | No consultant conflicts. The Committee retains an independent compensation consultant who performs services only for the Committee, as described in more detail below under the heading “Role of the Committee’s Independent Compensation Consultant.” |
NEO Compensation-Setting Process
| | Key Factors in Determining Executive Compensation | | 1 | The company’s financial results relative to publicly disclosed targets for 2025 ■ Our compensation programs pay for performance while safeguarding against excessive risk taking through risk oversight measures built into the annual and long-term incentive plans. Our senior executives established rigorous goals against the performance metrics that were approved by the Committee. Progress against these goals was reviewed with the Board periodically throughout the year. Performance against these goals was considered by the Committee when determining annual and long-term incentive achievements. | | 2 | Analysis of total reward levels relative to our core peer group and general industry ■ The Committee, with input from management and its independent compensation consultant, established the compensation peer group used in benchmarking executive compensation levels to ensure that the peer companies reflect realistic characteristics comparable to GXO. ■ The companies comprising the compensation peer group have similar or adjacent business models and source talent from the same labor pools as GXO. In determining the peer group, the following factors were considered: (i) whether the company is publicly traded on a major U.S. stock exchange, (ii) whether the company is within a revenue range comparable to GXO, (iii) whether the company is operating in an industry similar or adjacent to logistics and (iv) whether the company has displayed a degree of peer similarity. ■ Additionally, the Committee reviews general industry market data for similarly sized companies based on revenue as a secondary reference. Given the significant number of senior executives hired from outside the transportation and logistics industry, general industry market data contributes to a comprehensive view of the market landscape. ■ The combined consideration of the compensation peer group and general industry data ensures a balanced view of operating characteristics and performance comparability to GXO. | | 3 | Annual review of executive compensation program design ■ Our programs are designed to offer a competitive total executive compensation package designed to attract, retain and motivate leaders. Our compensation program and plans are flexible and permit the use of a variety of compensation elements and varying terms. The primary component of compensation is equity-based with multi-year vesting schedules that align to business strategy. The Committee, with input from management and its independent compensation consultant, conducts an annual assessment of the design, performance metrics and goals under our variable incentive plans. In administering these programs each year, the Committee determines which types of awards to grant, the financial measures and performance goals (if any) to apply to the awards, the performance period(s) (if any), and the mix of awards to be granted to the NEOs. | | 4 | Alignment of pay structure with long‑term stockholder value ■ The Committee considers the overall design and mix of the executive compensation program, including the emphasis on performance‑based and long‑term incentives, to ensure alignment between executive compensation and the long‑term interests of stockholders. |
GXO Compensation Peer Group
GXO Compensation Peer Group The Committee, with input from management and its independent compensation consultant, developed a compensation peer group consisting of 18 companies to assist in making 2025 compensation decisions. A number of screening criteria were used to determine the selected companies as detailed in the table above. Our compensation peer group had 2024 annual revenues ranging from $0.57 billion to $91.07 billion with median revenues of $10.12 billion. Our 2024 revenue of $11.71 billion positioned GXO at the 56th percentile of our compensation peer group. The Committee does not tie NEO compensation to any particular level in comparison to the peer group. Instead, the compensation benchmark data is used to ensure our compensation remains market-competitive. For 2025 compensation decisions, the compensation peer group consisted of the companies below.
GXO Compensation Peer Group
| Americold Realty Trust, Inc. | Flex Ltd. | | Aramark(1) | Iron Mountain Incorporated | | Avnet, Inc. | Pitney Bowes Inc. | | Celestica Inc. | Rockwell Automation, Inc. | | C.H. Robinson Worldwide, Inc. | Rollins, Inc. | | Cintas Corporation | Ryder System, Inc. | | Emerson Electric Co. | Sanmina Corporation | | Expeditors International of Washington, Inc. | The Descartes Systems Group Inc. | | FedEx Corporation | United Parcel Service, Inc. |
GXO Compensation Peer Group
| (1) Aspen Technology was removed from the peer group due to its acquisition in March 2025 and based on guidance from the Committee's compensation consultant. In consultation with the independent compensation consultant, the Committee added Aramark to the peer group due to their comparable scale and operational complexity. |
Pay Elements
| Element | Purpose | Pay for Performance Design | | BASE SALARY | ■To attract and retain high-performing executives | ■ Fixed cash compensation corresponds to experience and job scope and is aligned with market levels, typically with the lowest weighting in total compensation mix. | | ANNUAL SHORT-TERM INCENTIVE | ■To reward annual performance that supports strategy and results | ■ Executives become eligible for a bonus if predetermined threshold goals are met or exceeded. ■ Payouts are determined based on an evaluation of performance across key financial metrics, including Adjusted EBITDA, Free Cash Flow, Organic Revenue and Net New Business, with awards ranging from zero to a cap of 200% of target. | | ANNUAL LONG-TERM INCENTIVE | ■To retain key executives and to align the interests of GXO executives with the achievement of sustainable long-term growth and performance delivered through a mix of PSUs and RSUs | ■ The Committee designs long-term incentive awards to motivate executives to achieve goals over an extended period. The Committee takes a strategic approach to the timing of grants to align awards with the company’s strategy and stockholder returns. |
Annual Short-Term Incentive Target Opportunity
Annual Short-Term Incentive Target Opportunity Our short-term incentive program provides cash compensation that is not guaranteed and contingent on the achievement of financial goals. It is designed to reward annual performance that supports the company's strategy and results. Each NEO is eligible for a target short-term incentive (“STI”) amount. In consultation with the independent compensation consultant, the Committee reviewed market and peer data to determine the STI target opportunity for our NEOs. Target STI Opportunity levels for NEOs employed prior to 2025 remained consistent with the previous year. The table below reflects the 2025 annual STI opportunity of each NEO. Pursuant to the terms of Mr. Wilson’s service agreement and related transition arrangements, no 2025 STI payout was made to Mr. Wilson.
Annual Short-Term Incentive Target Opportunity
| Executive Officer | Annualized Base Salary | Target STI Opportunity (as a % of Base Salary) | Target STI Opportunity | | Patrick Kelleher | $700,000 | 160% | $411,178(1) | | Baris Oran | $650,000 | 110% | $715,000 | | Richard Cawston | $565,000 | 110% | $621,500(2) | | Karlis Kirsis | $515,000 | 100% | $515,000(2) | | Corinna Refsgaard | $500,000 | 100% | $500,000(2) |
Annual Short-Term Incentive Target Opportunity
| (1) Target STI Opportunity for Mr. Kelleher is based on a new hire salary proration. Mr. Kelleher joined GXO on August 19, 2025. |
Annual Short-Term Incentive Target Opportunity
| (2) Annual short term incentive target opportunities for non-U.S. executive officers were converted to British Pounds Sterling for communication purposes, at the exchange rate described in the Summary Compensation Table. |
Annual Short-Term Incentive Payout Eligibility and Range
Annual Short-Term Incentive Payout Eligibility and Range The evaluation of short-term incentive payouts is based on a review of predetermined key performance measures that are of preeminent importance to the company and our stockholders. We establish performance targets including threshold and maximum goals that we believe are rigorous but not likely to encourage excessive risk-taking. Achievement of the performance threshold must be met or exceeded to be eligible for a payout. When earned, threshold performance yields a 50% payout and achievement of the maximum performance yields a 200% payout. For performance between threshold and maximum, results will be interpolated on a straight-line basis. Performance below the threshold will result in a 0% payout.
2025 Annual Short-Term Incentive Financial Results Relative to Targets
2025 Annual Short-Term Incentive Financial Results Relative to Targets We adhered to our standard practice of setting bonus goals in accordance with our budget and business plan approved by the Board for 2025. Goals for four key performance indicators were reviewed with the Committee: Adjusted EBITDA, Free Cash Flow, Organic Revenue and Net New Business, in the table below. The 2025 Annual Short-Term Incentive metrics were selected because they reflect the areas of performance the Committee believed were most important to GXO and our stockholders in 2025: profitability, cash generation, and growth. Together, these measures are intended to reinforce the Company’s earnings-focused strategy while preserving discipline around cash flow and new business development. Performance against this weighted scorecard informed the Committee’s determination of 2025 annual incentive payouts for our NEOs.
2025 Annual Short-Term Incentive Financial Results Relative to Targets
| ■ | 50%—Adjusted EBITDA; |
2025 Annual Short-Term Incentive Financial Results Relative to Targets
| ■ | 20%—Free Cash Flow; |
2025 Annual Short-Term Incentive Financial Results Relative to Targets
| ■ | 15%—Organic Revenue; and |
2025 Annual Short-Term Incentive Financial Results Relative to Targets
| ■ | 15%—Net New Business. |
2025 Annual Short-Term Incentive Financial Results Relative to Targets
Overall, the Company’s performance against the 2025 STI scorecard produced funding of 114.6% of target. Results were strongest on Adjusted EBITDA and Free Cash Flow, near target on Organic Revenue and further below target on Net New Business.
2025 Annual Short-Term Incentive Financial Results Relative to Targets
| Primary Performance Indicators Supporting Committee Assessment | | | | | Key Measures(1) | Weighting | 2025 Target | Achievement % | | Adjusted EBITDA | 50% | $840 million | 105% | | Free Cash Flow | 20% | $210 million | 123% | | Organic Revenue | 15% | $12,294 million | 99% | | Net New Business | 15% | 8% | 53% |
2025 Annual Short-Term Incentive Financial Results Relative to Targets
| (1) See Annex A for a description of non-GAAP financial measures. |
2025 Annual Short-Term Incentive Payout
2025 Annual Short-Term Incentive Payout Below is a summary of our NEOs’ total Annual STI Opportunity at target and Total Actual STI Payout as approved by the Committee. Pursuant to the terms of Mr. Wilson’s service agreement and related transition arrangements, no 2025 STI payout was made to Mr. Wilson.
2025 Annual Short-Term Incentive Payout
| STI for Performance Year 2025 | | | | | | | | Target | | | Actual | | | | | Annual STI | | | | | | | Opportunity | | | | | | | (% of Base | Annual STI | STI Funding | Total Actual | | Executive Officer | Base Salary | Salary) | Opportunity(1) | Percentage | STI Payout | | Patrick Kelleher | $700,000 | 160% | $411,178(1) | 114.65% | $471,404 | | Baris Oran | $650,000 | 110% | $715,000 | 114.65% | $819,728 | | Richard Cawston | $565,000(2) | 110% | $621,500 | 114.65% | $712,533 | | Karlis Kirsis | $515,000(2) | 100% | $515,000 | 114.65% | $590,433 | | Corinna Refsgaard | $500,000(2) | 100% | $500,000 | 114.65% | $573,236 |
2025 Annual Short-Term Incentive Payout
| (1) Target STI Opportunity for Mr. Kelleher is based on a new hire salary proration. Mr. Kelleher joined GXO on August 19, 2025. |
2025 Annual Short-Term Incentive Payout
| (2) Annual incentive payouts for non-U.S. executive officers were converted and paid in British Pounds Sterling, at the exchange rate described in the Summary Compensation Table. |
2025 LTI Design
2025 LTI Design GXO’s 2025 Long-Term Incentive ("LTI") program consists of two equity vehicles, performance share units (“PSUs”) and RSUs, that are designed to align NEO performance with the interests of our stockholders and incentivize outperformance through achievement of long-term goals, while building retention among our key leaders given the upside potential if performance goals are met or exceeded. The Committee takes the view that long-term awards should incorporate ambitious strategic goals over an extended period, with awards being earned (or not) based on overall performance against the rigorous measures. In structuring the 2025 PSUs, the Committee, in consultation with its independent compensation consultant, considered the Company’s long-term strategy and the behaviors the Committee wanted the program to reinforce. The Committee selected a balanced set of measures intended to reward long-term value creation through relative stockholder return, profitable growth and cash generation, together with a return-on-capital modifier.
2025 LTI Design
| Metric | Weighting | | Relative Total Shareholder Return (rTSR) compared to the S&P MidCap 400 Index | 34% | | 3-year Cumulative Annual Organic Revenue Growth | 33% | | 3-year Average Annual Adjusted EBITDA Conversion to Free Cash Flows | 33% | | Operating ROIC Modifier | ±10% |
2025 LTI Design
Organic Revenue Growth in our long-term plan measures the Company’s ability to grow over the 3-year performance period. Adjusted EBITDA Conversion to Free Cash Flows measures the Company’s ability to translate earnings into cash generation. Relative total shareholder return (“rTSR”) aligns pay outcomes with GXO stock performance relative to other public companies. The Operating ROIC modifier is based on achievement of an operating return on invested capital goal and can increase or decrease the formulaic payout by up to 10%, subject to a 200% aggregate payout cap. The modifier strengthens the plan’s focus on capital discipline and recognizes management’s role in allocating capital efficiently. The PSUs granted by GXO to executive officers, including our NEOs, in 2025 have a 3-year performance measurement period ending on December 31, 2027. The Committee will determine the achievement of the applicable performance goals following the end of this 3-year performance period and determine what portion of the PSUs are vested based on such results. The plan design also includes a one-year post-vest lockup period on the sale/transfer of shares. Achievement of the performance threshold yields a 50% payout and achievement of the maximum performance yields a 200% payout (capped). For performance between threshold and maximum, results will be interpolated on a straight-line basis. Performance below the performance threshold will result in a 0% payout. RSUs help us retain our key leaders and also provide a direct incentive to build stockholder value and contribute retention value in our LTI design. Stock price performance has the same effect on holders of RSUs as it does on holders of our common stock. RSUs vest in substantially equal installments on the first, second and third anniversaries of the grant date.
2025 LTI Mix and Awards
2025 LTI Mix and Awards Consistent with the LTI design discussed above, the Committee approved 2025 annual LTI awards consisting of 70% PSUs and 30% RSUs for Mr. Oran and 55% PSUs and 45% RSUs for Mr. Cawston. All other continuing executive officer positions received awards consisting of 50% PSUs and 50% RSUs. Due to his retirement, Mr. Wilson did not receive an annual LTI award in 2025. Mr. Kelleher joined GXO on August 19, 2025 and, as noted below, received sign-on equity awards rather than a regular annual LTI award. Messrs. Oran and Cawston are eligible for prorated vesting of certain outstanding LTI awards, as discussed in more detail below under “Agreements with NEOs and Severance Plan.”
2025 LTI Mix and Awards
| Executive Officer | PSUs Awarded (#)(1) | RSUs Awarded (#)(1) | | Patrick Kelleher | 0 | 0 | | Malcolm Wilson | 0 | 0 | | Baris Oran | 34,449(2) | 14,764(2) | | Richard Cawston | 24,541(2) | 19,686(2) | | Karlis Kirsis | 17,061 | 17,061 | | Corinna Refsgaard | 11,812 | 11,812 |
2025 LTI Mix and Awards
| (1) The grant date fair value of the awards in accordance with FASB ASC Topic 718 can be found in the “Grants of Plan-Based Awards” table. |
2025 LTI Mix and Awards
| (2) The PSUs and RSUs are prorated. |
2025 Sign-On and Retention Grants
2025 Sign-On and Retention Grants As part of its oversight of executive compensation and in connection with the Company’s leadership transition, the Compensation Committee approved sign-on RSU and PSU awards for Mr. Kelleher in August 2025, as previously disclosed with the announcement of his appointment as CEO. These awards were granted outside the regular annual equity grant cycle and were intended, in part, to replace compensation forfeited at his prior employer while aligning his compensation opportunity with long-term stockholder returns. In addition, the Committee approved a special RSU award for Ms. Refsgaard in connection with the 2025 annual grant cycle to support retention in a key leadership role during a period of organizational transition. These RSUs vest in equal installments on the first, second and third anniversaries of the grant date.
2025 Sign-On and Retention Grants
| Executive Officer | RSUs Awarded (#)(1) | | Patrick Kelleher | 29,805 | | Corinna Refsgaard | 19,686 |
2025 Sign-On and Retention Grants
| (1) The grant date fair value of the awards in accordance with FASB ASC Topic 718 can be found in the “Grants of Plan-Based Awards” table. |
2025 Sign-On and Retention Grants
| | | Performance | PSUs | Below Target | Target | Maximum | | Metric(1) | Weight | Period | Awarded (#) | 0% Payout | 100% Payout | 225% Payout | | Relative Total Shareholder Return (rTSR) to outperform S&P MidCap 400 Index | 100% | August 19, 2025 - August 18, 2028 | 81,069 | Below 55th Percentile | 55th Percentile | 90th Percentile |
2025 Sign-On and Retention Grants
In approving Mr. Kelleher’s sign-on equity awards, the Committee considered the need to recruit a new chief executive officer, replace forfeited compensation, reinforce a sustained long-term focus on stockholder value creation and maintain an overall compensation package that remained heavily weighted toward long-term equity. The Committee believes that a performance-based award tied exclusively to relative total shareholder return over a three-year period appropriately emphasizes long-term outcomes, mitigates short-term decision-making, and complements the Company’s existing incentive framework. The sole performance metric is rTSR measured against the S&P MidCap 400 Index peer group. Target payout is at the 55th percentile and no PSUs are earned for performance below the 55th percentile. Maximum payout of 225% of target at or above the 90th percentile. PSUs vest, if at all, following completion of the performance period and certification of results by the Compensation Committee, which will occur no later than November 30, 2028. Earned PSUs are settled in shares of Company common stock or, where permitted, cash, as determined by the Company. The award is subject to the Company’s standard equity award governance features, including stock ownership guidelines, clawback and forfeiture provisions, insider trading and securities monitoring policies, and a one‑year post-vesting lock-up on shares issued under the award, subject to limited exceptions. No portion of the award is guaranteed, and the award will have no value unless the applicable performance conditions are satisfied.
2023 PSUs Summary
2023 PSUs Summary The PSUs granted by GXO to executive officers, including our NEOs, in 2023 have a three-year performance measurement period ending on December 31, 2025, and a four-year vesting period ending on January 15, 2027. Achievement of threshold performance yields a 50% payout, target performance yields a 100% payout and maximum performance yields a 200% payout, with straight-line interpolation between points. Performance below threshold results in a 0% payout. In structuring the 2023 PSUs, the Committee sought to reward long-term value creation through a combination of relative stockholder return, organic growth and cash generation. The Committee believed these measures would encourage sustainable growth while maintaining focus on the overall health of the business.
2023 PSUs Performance
2023 PSUs Performance The following table summarizes the 2023 PSU goals, results and resulting payout. The Committee certified performance in March 2026. Based on those certified results, the weighted aggregate payout was 99.2% of target, with below-target Organic Revenue Growth more than offset by above-target performance on Adjusted EBITDA conversion and near-target rTSR performance.
2023 PSUs Performance
| | | Threshold | Target | Maximum | | | | Metric(1) | Weight | 50% Payout | 100% Payout | 200% Payout | Actual | Payout % | | Relative Total Shareholder Return (rTSR) to outperform S&P MidCap 400 Index | 34% | 25th Percentile | 50th Percentile | 75th Percentile | 48th Percentile | 97.6% | | 3-year Cumulative Annual Organic Revenue Growth | 33% | 14% | 29% | 37% | 8.8% | 0.0% | | 3-year Average Annual Adjusted EBITDA Conversion to Free Cash Flows | 33% | 19% | 29% | 39% | 41.8% | 200.0% | | | | | | Weighted Aggregate Payout | | 99.2% |
2023 PSUs Performance
| (1) See Annex A for reconciliations of non-GAAP financial measures. |
Guidelines
Compliance with our stock ownership guidelines is generally determined using the aggregate count of shares of common stock held directly or indirectly by the NEO, plus unvested RSUs subject solely to time-based vesting. Stock options, whether vested or unvested, and equity-based awards subject to performance-based vesting conditions are not counted toward meeting stock ownership guidelines until they have settled or been exercised, as applicable. Until the stock ownership guidelines are met, an executive is required to retain 70% of the net shares (after tax withholding) received upon settlement of equity-based awards. A newly appointed executive is required to reach his or her stock ownership guideline no later than five years from the date of appointment. As of the Record Date, each NEO was in compliance with our stock ownership guidelines.
Overview
employees (current and former executive officers) during the three fiscal years that precede the date the company is required to prepare the restatement. In addition, if an NEO has engaged in certain misconduct that contributes to any material loss to the company or any of its affiliates, the company may: (i) require repayment by the NEO of any cash bonus or annual bonus previously paid, net of any taxes paid by the NEO on such bonus; (ii) cancel any earned but unpaid cash bonus or annual bonus; and/or (iii) adjust the NEO’s future compensation to recover an appropriate amount with respect to the material loss. Further, 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 service agreements and to the extent the company is required to implement any additional clawback provisions pursuant to applicable law, the NEOs will each be subject to such additional clawback provisions pursuant to such rules as described under the heading “Agreements with NEOs and Severance Plan—Clawbacks.”
Role of the Committee’s Independent Compensation Consultant
Role of the Committee’s Independent Compensation Consultant The Committee’s independent compensation consultant advises the Committee on compensation and governance matters, monitors trends and evolving market practices in executive compensation and provides general advice and support to the Committee and the Committee’s chair. F.W. Cook served as the Committee's independent compensation consultant for 2025. The compensation consultants do not provide any other services to the company. As part of the consultants’ engagement with the Committee, they reviewed our executive compensation peer group and conducted a competitive analysis of compensation, including base pay, short-term incentives, long-term incentives and other compensation components as needed. The compensation consultant also assists the Committee with a variety of other matters, including analysis of share usage of our equity compensation plan, trends and regulatory developments in executive compensation, setting CEO compensation, the design and establishment of performance metrics and goals under our variable incentive plans, reviewing our compensation risk analysis and reviewing this Compensation Discussion and Analysis. The Committee considered the independence of the compensation consultants in light of applicable SEC rules and NYSE Listing Standards. After taking into account the absence of any relationships with management and members of the Committee, as well as the compensation consultants’ internal policies and other information provided to the Committee, the Committee determined that no conflicts of interest existed that would prevent the firms from serving as independent compensation consultants to the Committee. On an annual basis, the Committee reviews the services performed by and the fees paid to the compensation consultant.
Equity Granting Policy
Equity Granting Policy All equity awards to NEOs are discretionary and are approved by the Committee with the grant date determined at the time of approval. The Committee has historically granted annual equity awards, which generally consist of RSUs and PSUs, to our NEOs during the first two weeks of March. In limited circumstances, including a new hire or promotion, the Committee may approve grants at other times. The Company does not currently grant stock options to employees. The Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2025, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Agreements with NEOs
Agreements with NEOs We believe that it is in the best interests of our company to enter into agreements with our NEOs, which allow the Committee to exercise discretion in designing incentive compensation programs. The material compensation-related terms of these agreements are described under the heading “Agreements with NEOs and Severance Plan” and the tables that follow this Compensation Discussion and Analysis. As discussed in “Agreements with NEOs and Severance Plan,” GXO previously disclosed that Mr. Wilson would retire as CEO and director in 2025. On February 17, 2025, Mr. Wilson entered into a settlement agreement with GXO Logistics UK Limited that provides specified payments and benefits on termination, subject to certain conditions, including the execution of a release of claims. The principal payments and benefits are summarized under “Agreements with NEOs and Severance Plan.” Mr. Wilson also agreed to remain available in his CEO capacity, as requested by GXO or the Board, through the earlier of (i) a date chosen at GXO’s discretion (not earlier than August 15, 2025) or (ii) December 3, 2025, subject to certain exceptions. The agreement also provided for potential consideration of a prorated bonus in recognition of a satisfactory transition of duties to his successor. At year-end, the Committee approved a bonus consistent with the terms of the settlement agreement of $2,071,620 in recognition of Mr. Wilson’s continued leadership and performance during this transition period. This award specifically acknowledges his significant contributions to the company and his successful execution of a seamless transition of executive responsibilities. Mr. Kelleher joined GXO on August 19, 2025. A summary of Mr. Kelleher's offer letter and other arrangements are outlined in the "Agreements with NEOs and Severance Plan."
COMPENSATION COMMITTEE RISK OVERSIGHT
| ■ | The Committee consists solely of independent non-employee directors and has engaged an independent external compensation consultant to assist with creating the executive compensation program; |
COMPENSATION COMMITTEE RISK OVERSIGHT
| ■ | Our executive compensation program is heavily weighted toward variable compensation with payouts and awards capped, even if our performance exceeds the predetermined maximum goals; |
COMPENSATION COMMITTEE RISK OVERSIGHT
| ■ | We have adopted a clawback policy for our executive officers that provides for certain long-term incentive compensation and annual bonus (STI) forfeiture; and |
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the total compensation earned by our NEOs for the year ended December 31, 2025. Certain amounts paid to or earned by certain NEOs were paid in British Pounds Sterling. In the tables below, amounts for fiscal year 2025 were converted to U.S. dollars at an exchange rate of approximately £1=$1.318 (the yearly average exchange rate during fiscal year 2025 available on the Internal Revenue Service website).
Summary Compensation Table
| | | | | | Non-Equity | | | | | | | | Stock | Incentive Plan | All Other | | | Executive Officer and Principal Position | Year | Salary | Bonus | Awards(1) | Compensation | Compensation(2) | Total | | Patrick Kelleher(3) | 2025 | $239,615 | $661,178(5) | $6,506,536 | $60,226 | $160,720 | $7,628,275 | | Chief Executive Officer | | | | | | | | | Malcolm Wilson(4) | 2025 | $886,697 | $— | $— | $— | $4,045,942 | $4,932,639 | | Former Chief Executive Officer | 2024 | $918,338 | $— | $4,436,851 | $— | $176,602 | $5,531,791 | | | 2023 | $827,325 | $— | $4,221,221 | $1,525,049 | $160,067 | $6,733,662 | | Baris Oran | 2025 | $650,000 | $— | $1,803,705 | $819,728 | $24,436 | $3,297,869 | | Chief Financial Officer | 2024 | $644,615 | $— | $1,848,745 | $— | $24,422 | $2,517,782 | | | 2023 | $621,923(5) | $— | $2,026,207 | $753,554 | $27,751 | $3,429,435 | | Richard Cawston | 2025 | $608,888 | $— | $1,634,249 | $712,533 | $73,902 | $3,029,572 | | Chief Revenue Officer | 2024 | $582,930 | $— | $1,985,080 | $— | $71,276 | $2,639,286 | | | 2023 | $526,306 | $217,662 | $1,688,570 | $634,061 | $70,850 | $3,137,449 | | Karlis Kirsis | 2025 | $559,460 | $— | $1,264,732 | $590,433 | $46,121 | $2,460,746 | | Chief Legal Officer | 2024 | $528,899 | $— | $1,286,984 | $— | $253,987 | $2,069,870 | | | 2023 | $457,290 | $— | $1,416,717 | $556,194 | $47,906 | $2,478,107 | | Corinna Refsgaard | 2025 | $529,836 | $— | $1,625,660 | $573,236 | $138,256 | $2,866,988 | | Chief Human Resources Officer | 2024 | $375,801 | $128,339 | $812,151 | $— | $63,373 | $1,379,664 |
Summary Compensation Table
| (1) The amounts reflected in this column represent the aggregate grant date fair value of the awards made during 2025 as computed in accordance with FASB ASC Topic 718. The grant date value of PSUs included in this column is based upon the probable outcome at the time of grant, which is at target. See footnote 1 of the “Grants of Plan-Based Awards” table for the maximum value of the PSUs. For additional information related to the measurement of stock-based compensation awards, please see “Notes to Consolidated Financial Statements—Note 14. Stock-Based Compensation” of our company’s Annual Report on Form 10-K for the year ended December 31, 2025. |
Summary Compensation Table
| (2) The components of “All Other Compensation” for 2025 are detailed in the “All Other Compensation Table". |
Summary Compensation Table
| (3) Mr. Kelleher joined GXO in August 2025. |
Summary Compensation Table
| (4) Mr. Wilson did not receive additional compensation for his service as a director. |
Summary Compensation Table
| (5) The amount reflected in this column for 2025 represents the sum of the following: (a) one-time cash bonus of $250,000 awarded to Mr. Kelleher upon his hire in recognition for his forfeited bonus from his prior employer and (b) $411,178 to reflect guaranteed level of annual bonus for 2025 only and prorated for 2025 to reflect the period between Mr. Kelleher's start date and December 31, 2025. |
Summary Compensation Table
We compensate our NEOs pursuant to the terms of their respective offer letter and service agreement, and the information reported in the Summary Compensation Table reflects the terms of such agreements. For more information about our agreements with our NEOs, see the discussion in this Proxy Statement under the heading “Agreements with NEOs and Severance Plan.”
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth additional details regarding grants of equity and non-equity plan-based awards. Additional information relevant to the equity awards shown in this table is included under the heading “Outstanding Equity Awards at Fiscal Year-End.”
Grants of Plan-Based Awards
| | | | | | | | | | All Other | | | | | | | | | | | | Stock | | | | | | | | | | | | Awards: | | | | | | | | | | | | Number of | Grant Date | | | | | Estimated Future Payouts | | | Estimated Future Payouts | | | Shares of | Fair Value | | | | | Under Non-Equity Incentive Plan Awards | | | Under Equity Incentive Plan Awards | | | Stock | of Stock | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | or Units | and Option | | Executive Officer(1) | Grant Date | Grant Type | ($) | ($) | ($) | (#) | (#) | (#)(2) | (#)(3) | Awards ($)(4) | | Patrick Kelleher | — | Cash Bonus | $205,589 | $411,178 | $822,356 | — | — | — | — | — | | | 8/19/2025 | RSU | $— | $— | $— | — | — | — | 29,805 | $1,250,022 | | | 8/19/2025(5) | PSU | $— | $— | $— | — | 81,069 | 182,405 | — | $5,256,514 | | Malcolm Wilson | — | Cash Bonus | $— | $— | $— | — | — | — | — | — | | Baris Oran | — | Cash Bonus | $357,500 | $715,000 | $1,430,000 | — | — | — | — | — | | | 3/7/2025 | RSU | — | — | — | — | — | — | 14,764 | $562,508 | | | 3/7/2025(6) | PSU | — | — | — | 17,225 | 34,449 | 68,898 | — | $1,241,197 | | Richard Cawston | — | Cash Bonus | $310,750 | $621,500 | $1,243,000 | — | — | — | — | — | | | 3/7/2025 | RSU | — | — | — | — | — | — | 19,686 | $750,037 | | | 3/7/2025(6) | PSU | — | — | — | 12,271 | 24,541 | 49,082 | — | $884,212 | | Karlis Kirsis | — | Cash Bonus | $257,500 | $515,000 | $1,030,000 | — | — | — | — | — | | | 3/7/2025 | RSU | — | — | — | — | — | — | 17,061 | $650,024 | | | 3/7/2025(6) | PSU | — | — | — | 8,531 | 17,061 | 34,122 | — | $614,708 | | Corinna Refsgaard | — | Cash Bonus | $250,000 | $500,000 | $1,000,000 | — | — | — | — | — | | | 3/7/2025 | RSU | $— | $— | $— | — | — | — | 11,812 | $450,037 | | | 3/7/2025 | RSU | — | — | — | — | — | — | 19,686 | $750,037 | | | 3/7/2025(6) | PSU | — | — | — | 5,906 | 11,812 | 23,624 | — | $425,586 |
Grants of Plan-Based Awards
| (1) This table excludes Mr. Wilson, who was ineligible for annual incentive plan awards in 2025. |
Grants of Plan-Based Awards
| (2) The maximum value of the Annual PSU awards at the grant date are as follows: Mr. Oran - $2,482,395, Mr. Cawston - $1,768,424, Mr. Kirsis - $1,229,416, and Ms. Refsgaard - $851,173. The total grant date fair value of the PSUs that may be earned depending on GXO's relative TSR remains the same whether the maximum, target, or below target performance is earned. |
Grants of Plan-Based Awards
| (3) Time-based RSUs granted to all NEOs will vest in equal increments on the first, second and third anniversaries of the grant date. |
Grants of Plan-Based Awards
| (4) The amounts reflected in this column represent the aggregate grant date fair value of the awards made during 2025 as computed in accordance with FASB ASC Topic 718. The grant date value of the 2025 annual PSU awards included in this column is based upon the probable outcome at the time of grant, which is at target. See footnote 1 above for the maximum value of these awards. The grant date value of Mr. Kelleher’s sign-on PSU was determined using a Monte Carlo simulation model to reflect the applicable market-based performance conditions. For additional information related to the measurement of stock-based compensation awards, please see |
Grants of Plan-Based Awards
| “Notes to Consolidated Financial Statements—Note 14. Stock-Based Compensation” of our company’s Annual Report on Form 10-K for the year ended December 31, 2025. |
Grants of Plan-Based Awards
| (5) The payout of Special PSUs will be determined based on the achievement of specific goals calculated over a 3-year period beginning August 19, 2025 and ending on August 18, 2028. The maximum payout amount for the PSUs is 225% of target. No amount is payable if actual performance does not meet the target goal. See "Compensation Discussion and Analysis – 2025 Sign-on and Retention Grants" for additional details. |
Grants of Plan-Based Awards
| (6) The payout of Annual PSUs will be determined based on the achievement of specific goals calculated over a 3-year period beginning January 1, 2025 and ending on December 31, 2027. The maximum payout amount for the PSUs is 200% of target, and the threshold payout amount is 50% of target. No amount is payable if actual performance does not meet the threshold goal. See "Compensation Discussion and Analysis – 2025 LTI Design" for additional details. |
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. Upon the spin-off of GXO from XPO (the “Spin-Off”), outstanding awards held by GXO employees, including the NEOs, were converted in accordance with the employee matters agreement. The purpose of the conversion methodology used was to maintain the aggregate intrinsic value of the award immediately after the Spin-Off when compared to the aggregate intrinsic value immediately prior to the Spin-Off. Such adjusted awards are otherwise subject to the same terms and conditions that applied to the original XPO award immediately prior to the Spin-Off.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | | | | | | | | | | Equity Incentive Plan | | | | | | | | | | Awards | | | | | | | | | | | Market | | | | | | | | | | Value of | | | Number of | Number of | | | Number of | Market Value | Number of | Unearned | | | Securities | Securities | | | Shares or | of Shares or | Unearned | Shares, Units | | | Underlying | Underlying | | | Units of | Units of | Shares, | or Other | | | Unexercised | Unexercised | | | Stock That | Stock That | Units or | Rights | | | Options | Options | Option | Option | Have | Have Not | Other Rights | That Have | | | Exercisable | Unexercisable | Exercise | Expiration | Not Vested | Vested | That Have | Not Vested | | Executive Officer | (#)(1) | (#)(1) | Price($)(2) | Date(3) | (#)(4) | ($)(5) | Not Vested(#)(6) | ($)(5) | | Patrick Kelleher | — | — | $— | — | 29,805 | $1,568,935 | 81,069 | $4,267,472 | | Malcolm Wilson | 184,714(7) | —(7) | $64.91 | 3/3/2026 | 75,391 | $3,968,582 | 40,561 | $2,135,131 | | Baris Oran | 153,928(8) | 65,970(8) | $65.60 | 5/17/2031 | 71,003 | $3,737,598 | 60,784 | $3,199,670 | | Richard Cawston | 115,446(9) | 49,477(9) | $64.91 | 6/7/2031 | 67,821 | $3,570,097 | 49,623 | $2,612,155 | | Karlis Kirsis | 30,786(10) | 13,193(10) | $64.13 | 7/15/2031 | 53,076 | $2,793,921 | 30,103 | $1,584,622 | | Corinna Refsgaard | — | — | $— | — | 36,849 | $1,939,731 | 19,838 | $1,044,272 |
Outstanding Equity Awards at Fiscal Year-End
Note: Vesting of all outstanding equity awards is subject to continued employment by the NEO on the applicable vesting date, subject to certain exceptions in connection with a termination of employment.
Outstanding Equity Awards at Fiscal Year-End
| (1) For 12 months following the vesting date, shares issued upon the exercise of stock options are subject to a lock-up on sales, offers, pledges, contracts to sell, grants of any option, right or warrant to purchase or other transfers or dispositions. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Options were awarded by the Committee, and the exercise price is equal to the closing price of the company’s common stock on the day the awards were granted, subject to the conversion methodology as previously described. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Options awarded by the Committee expire 10 years after the grant date. |
Outstanding Equity Awards at Fiscal Year-End
| (4) RSUs and earned PSUs vest subject to the individual terms of each award agreement as follows: |
Outstanding Equity Awards at Fiscal Year-End
| ■ | RSUs granted in March 2022 to Mr. Oran for 1,875 shares, Mr. Cawston for 1,688 shares and Mr. Kirsis for 2,083 shares vest on April 1, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| ■ | PSUs granted in March 2022 to Mr. Wilson for 24,809 shares, Mr. Oran for 16,540 shares, Mr. Cawston for 11,165 shares and Mr. Kirsis for 5,906 shares vest in full on January 15, 2026. The performance period for the 2022 PSUs ended on December 31, 2024, and were certified by the Committee effective March 2025. The actual quantity of the 2022 PSUs that will vest is reflected in this column. |
Outstanding Equity Awards at Fiscal Year-End
| ■ | RSUs granted in March 2023 to Mr. Oran for 5,383 shares, Mr. Cawston for 4,486 shares and Mr. Kirsis for 6,479 shares vest in two equal annual installments on March 7, 2026, and March 7, 2027. |
Outstanding Equity Awards at Fiscal Year-End
| ■ | PSUs granted in March 2023 had a performance period ending December 31, 2025, with results certified by the Committee effective March 2026. Based on certified performance, the amounts earned are as follows: Mr. Wilson – 51,906 shares; Mr. Oran – 24,916 shares; Mr. Cawston – 20,763 shares; and Mr. Kirsis – 12,852 shares. The amounts shown for Mr. Oran, Mr. Cawston, and Mr. Kirsis reflect their full certified awards, and Mr. Kirsis’s award remains scheduled to vest in full on January 15, 2027, subject to continued employment. Although Mr. Wilson’s certified award was 51,906 shares, the amount included in the table above is 50,582 shares, reflecting proration in accordance with his settlement agreement based on service through his December 3, 2025 termination date. Mr. Oran’s and Mr. Cawston’s awards are also subject to the terms of their respective separation arrangements, including service-based proration through March 14, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| ■ | RSUs granted in March 2024 to Mr. Oran for 7,525 shares, Mr. Cawston for 10,033 shares and Mr. Kirsis for 8,695 shares vest in two equal annual installments on March 7, 2026, and March 7, 2027. |
Outstanding Equity Awards at Fiscal Year-End
| ■ | RSUs granted in April 2024 to Ms. Refsgaard for 5,351 shares vest in two equal annual installments on April 8, 2026, and April 8, 2027. |
Outstanding Equity Awards at Fiscal Year-End
| ■ | RSUs granted in March 2025 to Mr. Oran for 14,764 shares, Mr. Cawston for 19,686, Mr. Kirsis for 17,061 and Ms. Refsgaard for 31,498 vest in three equal annual installments on March 7, 2026, March 7, 2027, and March 7, 2028. |
Outstanding Equity Awards at Fiscal Year-End
| ■ | RSUs granted in August 2025 to Mr. Kelleher for 29,805 shares vest in three equal annual installments on August 19, 2026, August 19, 2027, and August 19, 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (5) The values reflected in this column were calculated using $52.64, the closing price of the company’s common stock on the NYSE on December 31, 2025, the last trading day of our fiscal year 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (6) The quantity of PSUs in this column generally reflects gross shares if actual performance meets target goal. See "Compensation Discussion and Analysis – 2025 LTI Design" for additional details on 2025 PSU design. In aggregate, the forecasted goal achievement of the 2024 PSUs, 2024 Special PSUs, 2025 PSUs and 2025 Special PSUs exceeded threshold performance and, as a result, the table reflects target performance value. |
Outstanding Equity Awards at Fiscal Year-End
| (7) On June 7, 2022, Mr. Wilson vested in 26,387 stock options representing 10% of the original 263,878 stock options granted. On June 7, 2023, Mr. Wilson vested in 39,581 stock options representing 15% of the original stock options granted. On June 7, 2024, Mr. Wilson vested in 52,776 stock options, representing 20% of the original stock options granted. On June 7, 2025, Mr. Wilson vested in 65,970 stock options representing 25% of the original stock options granted. In connection with Mr. Wilson's termination of employment on December 3, 2025 pursuant to his Settlement Agreement, the following unvested awards were forfeited: 79,164 stock options, 19,599 RSUs, and 23,977 PSUs. The amounts shown in the table above represent shares that vested prior to Mr. Wilson's termination date on December 3, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (8) On May 17, 2022, Mr. Oran vested in 21,989 stock options representing 10% of the original 219,898 stock options granted. On May 17, 2023, Mr. Oran vested in 32,984 stock options representing 15% of the original stock options granted. On May 17, 2024, Mr. Oran vested in 43,980 stock options representing 20% of the original stock options granted. On May 17, 2025, Mr. Oran vested in 54,975 stock options representing 25% of the original stock options granted. The remaining unvested options vest on the fifth anniversary of the grant date, representing 30% of the original stock options granted, subject to the NEO’s continued employment with the company. The grant date of these options was May 17, 2021. |
Outstanding Equity Awards at Fiscal Year-End
| (9) On June 7, 2022, Mr. Cawston vested in 16,493 stock options representing 10% of the original 164,923 stock options granted. On June 7, 2023, Mr. Cawston vested in 24,739 stock options representing 15% of the original stock options granted. On June 7, 2024, Mr. Cawston vested in 32,984 stock options representing 20% of the original stock options granted. On June 7, 2025, Mr. Cawston vested in 41,230 stock options representing 25% of the original stock options granted. The remaining unvested options vest on the fifth anniversary of the grant date, representing 30% of the original stock options granted, subject to the NEO’s continued employment with the company. The grant date of these options was June 7, 2021. |
Outstanding Equity Awards at Fiscal Year-End
| (10) On July 15, 2022, Mr. Kirsis vested in 4,398 stock options representing 10% of the original 43,979 stock options granted. On July 15, 2023, Mr. Kirsis vested in 6,597 stock options representing 15% of the original stock options granted. On July 15, 2024, Mr. Kirsis vested in 8,796 stock options representing 20% of the original stock options granted. On July 15, 2025, Mr. Kirsis vested in 10,995 stock options representing 25% of the original stock options granted. The remaining unvested options vest on the fifth anniversary of the grant date, representing 30% of the original stock options granted, subject to the NEO’s continued employment with the company. The grant date of these options was July 15, 2021. |
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
| | Option Awards | | Stock Awards | | | | Number of | | | | | | Shares | Value Realized | Number of Shares | Value Realized | | | Acquired on | on | Acquired on Vesting | on | | Executive Officer | Exercise (#) | Exercise ($) | (#) | Vesting ($)(1) | | Patrick Kelleher | — | $— | — | $— | | Malcolm Wilson | — | $— | 35,313 | $1,525,953 | | Baris Oran | — | $— | 20,828 | $809,441 | | Richard Cawston | — | $— | 11,281 | $433,492 | | Karlis Kirsis | — | $— | 11,305 | $434,887 | | Corinna Refsgaard | — | $— | 2,675 | $91,271 |
Option Exercises and Stock Vested
| (1) The values reflected in this column were calculated by multiplying the number of shares that vested in 2025 by the company's common stock price on the NYSE on the applicable vesting date. |
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control The following table sets forth the amounts of compensation that would be due to Mr. Kelleher, Mr. Oran, Mr. Cawston, Mr. Kirsis and Ms. Refsgaard pursuant to their respective offer letter, confidential information protection agreement and service agreement, as applicable, and our Severance Plan upon the termination events as summarized below, as if each such event had occurred on December 31, 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 only upon the actual occurrence of any such event. For Mr. Wilson, the following table sets forth the amount of compensation that was due in connection with his actual separation of employment as outlined in the Settlement Agreement on February 17, 2025, as described in "Agreements with NEOs and Severance Plan." For more information regarding the payments and benefits to which our NEOs are entitled upon certain termination events or upon a Change of Control, see the discussion in this Proxy Statement under the heading “Agreements with NEOs and Severance Plan.”
Potential Payments Upon Termination or Change of Control
| | Patrick | Malcolm | Baris | Richard | Karlis | Corinna | | | Kelleher | Wilson(1) | Oran | Cawston | Kirsis | Refsgaard | | Termination without Cause: | | | | | | | | Cash severance(2)(3) | $2,170,000(4) | $7,931,620 | $1,794,728(4) | $1,186,500 | $1,030,000 | $1,000,000 | | Acceleration of equity-based awards(5)(6) | $718,589 | $6,807,713 | $4,128,292 | $3,544,672 | $2,355,008 | $990,737 | | Continuation of medical/dental benefits(7)(11) | $29,166 | $3,182 | $29,153 | $2,621 | $2,122 | $17,567 | | Total | $2,917,755 | $14,742,515 | $5,952,173 | $4,733,793 | $3,387,130 | $2,008,304 | | Voluntary Termination: | | | | | | | | Cash severance(2)(8) | $— | $— | $— | $565,000 | $515,000 | $250,000 | | Acceleration of equity-based awards | $— | $— | $— | $— | $— | $— | | Continuation of medical/dental benefits | $— | $— | $— | $— | $— | $— | | Total | $— | $— | $— | $565,000 | $515,000 | $250,000 | | Termination for Cause: | | | | | | | | Cash severance | $— | $— | $— | $— | $— | $— | | Acceleration of equity-based awards | $— | $— | $— | $— | $— | $— | | Continuation of medical/dental benefits | $— | $— | $— | $— | $— | $— | | Total | $— | $— | $— | $— | $— | $— | | Disability: | | | | | | | | Cash severance | $— | $— | $— | $— | $— | $— | | Acceleration of equity-based awards(5)(6) | $5,836,407 | $— | $6,009,593 | $5,235,627 | $3,659,638 | $2,647,108 | | Continuation of medical/dental benefits | $— | $— | $— | $— | $— | $— | | Total | $5,836,407 | $— | $6,009,593 | $5,235,627 | $3,659,638 | $2,647,108 | | Death: | | | | | | | | Cash severance | $— | $— | $— | $— | $— | $— | | Acceleration of equity-based awards(5)(6) | $5,836,407 | $— | $7,375,654 | $6,653,170 | $4,887,624 | $3,124,816 | | Continuation of medical/dental benefits | $— | $— | $— | $— | $— | $— | | Total | $5,836,407 | $— | $7,375,654 | $6,653,170 | $4,887,624 | $3,124,816 | | Change of Control and No Termination: | | | | | | | | Cash severance | $— | $— | $— | $— | $— | $— | | Acceleration of equity-based awards | $— | $— | $— | $— | $— | $— | | Continuation of medical/dental benefits | $— | $— | $— | $— | $— | $— | | Total | $— | $— | $— | $— | $— | $— | | Change of Control and Termination without Cause or for Good Reason: | | | | | | | | Cash severance(2)(10) | $3,189,123 | $— | $3,445,000 | $2,994,500 | $2,575,000 | $2,500,000 | | Acceleration of equity-based awards(5)(6)(9) | $5,836,407 | $— | $7,375,654 | $6,653,170 | $4,887,624 | $3,124,816 | | Continuation of medical/dental benefits(7) | $29,166 | $— | $29,153 | $2,621 | $2,122 | $17,567 | | Total | $9,054,696 | $— | $10,849,807 | $9,650,291 | $7,464,746 | $5,642,383 |
Potential Payments Upon Termination or Change of Control
| (1) Pursuant to a Settlement Agreement entered into on February 17, 2025, Mr. Wilson transitioned from Chief Executive Officer to Advisor to the CEO on August 19, 2025, and his employment terminated effective December 3, 2025. The values reflected in this table for Mr. Wilson solely reflect the actual payments and benefits paid or payable in connection with his Settlement Agreement, pursuant to Instruction 4 to Item 402(j) of Regulation S-K. See "Agreements with NEOs and Severance Plan—Offer Letter, Service Agreement and Settlement Agreement with Former Chief Executive Officer" for additional details. |
Potential Payments Upon Termination or Change of Control
| (2) Amounts shown do not include any payments for accrued and unpaid salary, bonuses or vacation. |
Potential Payments Upon Termination or Change of Control
| (3) In the event of a termination by our company without Cause, cash severance payable to the NEO under the Severance Plan will be reduced, dollar for dollar, by other income earned by such NEO and offset by the amount and/or value of any severance benefits, compensation and benefits provided during any notice period, pay in lieu of notice, mandated termination indemnities or similar benefits that the applicable NEO may separately be entitled to receive from the company or any affiliate based on any employment agreement, confidential information protection agreement or other contractual obligation or statutory scheme. In the event of a termination by our company without Cause, the cash severance payable to Mr. Cawston, Mr. Kirsis and Ms. Refsgaard under the Severance Plan is greater than the amount and value of pay in lieu of notice under the respective NEO’s U.K. service agreement. Under the non-duplication provisions within the Severance Plan, any payment of salary during the notice period and/or payment in lieu of notice would be offset against the payments payable to Mr. Cawston, Mr. Kirsis and Ms. Refsgaard under the plan. As such, the calculations of cash severance pay for Mr. Cawston, Mr. Kirsis and Ms. Refsgaard in the above table reflect the respective NEO’s maximum cash severance payable under the Severance Plan, using the respective NEO’s base salary effective as of December 31, 2025, plus a pro rata portion of the applicable NEO’s target bonus for the year in which termination occurs. The target bonus for Mr. Kelleher in 2025 is based on a new hire salary proration, as Mr. Kelleher joined GXO on August 19, 2025. In the event of a termination by our company without Cause, Messrs. Kelleher and Oran will be entitled to the greater of the cash severance payable under the Severance Plan or the cash severance payable under their respective confidential information protection agreement. The calculations of severance pay for Messrs. Kelleher and Oran in the above table reflect the respective NEO’s maximum cash severance payable under the respective confidential information protection agreement, using the respective NEO's base salary |
Potential Payments Upon Termination or Change of Control
effective as of December 31, 2025, plus a pro rata portion of the NEO's award under the AIP for the year in which termination occurs, payable during the 18-month post-termination non-compete period.
Potential Payments Upon Termination or Change of Control
| (4) Our company has the right to extend the period during which Messrs. Kelleher and Oran are bound by the non-competition covenant in his confidential information protection agreement for up to 12 additional months, which would extend the non-compete period from 18 months to up to 30 months following termination. During each six-month period the non-compete is extended, Messrs. Kelleher and Oran, as applicable, would be entitled to receive cash compensation equal to their respective monthly base salary as in effect on the date employment is terminated, plus an amount equal to 50% of their respective target bonus amount under the AIP for the year in which termination occurs. Fully extending the non-compete provision would increase the amounts shown as “Cash Severance” by up to $1,820,000 for Mr. Kelleher and $1,365,000 for Mr. Oran. These amounts assume the company fully extended the non-compete periods. |
Potential Payments Upon Termination or Change of Control
| (5) For Mr. Wilson, the value reflected in this column was calculated using $52.62, the closing price of the company's common stock on the NYSE on December 3, 2025, the termination date for Mr. Wilson. The remaining values reflected in this column were calculated using $52.64, the closing price of the company's common stock on the NYSE on December 31, 2025, the last trading day of our fiscal year 2025. |
Potential Payments Upon Termination or Change of Control
| (6) Certain RSUs and PSUs granted under the company’s 2021 Omnibus Incentive Compensation Plan and awards that GXO assumed in connection with the Spin-Off, provide for pro-rata vesting in connection with certain terminations of employment. Additionally, in cases of a Change of Control, awards accelerate only if they are not assumed or substituted, or there is an involuntary termination or termination for Good Reason. The numbers in the table assume there is no assumption or substitution. |
Potential Payments Upon Termination or Change of Control
| (7) The amounts of continued medical and dental benefits shown in the table for Mr. Cawston, Mr. Kirsis and Ms. Refsgaard reflects the Severance Plan lump sum amount of 12 months of the employer portion of premiums at the active employee rate and have not been discounted for the time value of money. The amounts were converted to U.S. dollars at an exchange rate of approximately £1=$1.318 (the yearly average exchange rate during fiscal year 2025 available on the Internal Revenue Service website). The amounts of continued medical and dental benefits shown in the table for Messrs. Kelleher and Oran (i) have been calculated based upon a lump sum amount of 18 months (for Mr. Kelleher) and 12 months (for Mr. Oran) of the employer portion of the premiums at the active employee rate and (ii) have not been discounted for the time value of money. In the event of a termination without Cause, continued medical and dental benefits for Messrs. Kelleher and Oran would cease when the respective NEO commences employment with a new employer. |
Potential Payments Upon Termination or Change of Control
| (8) In the event of a resignation by either Mr. Cawston, Mr. Kirsis or Ms. Refsgaard, the amounts shown assume they receive full pay in lieu of notice under the respective NEO’s U.K. service agreement or they receive the money as a monthly payment of salary because they either work out their notice period or they are placed on garden leave for the notice period. If the NEO resigns, the NEO and the company will most likely agree to a shorter notice period, reducing the amount of money that would have to be paid to the NEO. |
Potential Payments Upon Termination or Change of Control
| (9) The XPO stock options that GXO assumed in connection with the Spin-Off that Messrs. Oran, Cawston and Kirsis received in connection with their offer letters accelerate upon an involuntary termination or termination for Good Reason following a Change of Control. |
Potential Payments Upon Termination or Change of Control
| (10) Pursuant to the Severance Plan discussed below, in the event of a termination without Cause or by the NEO for Good Reason upon or within two (2) years of a “change in control” (as defined in the Severance Plan), the applicable NEO (other than Messrs. Kelleher and Wilson) will receive a lump sum cash severance payment equal to two times the sum of the NEO’s annual base salary and target annual bonus plus a pro-rata portion of the applicable NEO’s target bonus, and Messrs. Kelleher and Wilson will receive two and one-half times the sum of the respective NEO's annual base salary and target annual bonus, plus a pro-rata portion of the respective NEO's target bonus. The amount noted for Mr. Kelleher reflects proration of both the target annual bonus and the pro-rata portion of his target bonus, as Mr. Kelleher joined GXO on August 19, 2025. |
Potential Payments Upon Termination or Change of Control
| (11) The amount of continued medical and dental benefits shown in the table for Mr. Wilson reflects the Severance Plan lump sum amount of 18 months of the employer portion of premiums at the active employee rate. The amounts were converted to U.S. dollars at an exchange rate of approximately £1=$1.318 (the yearly average exchange rate during fiscal year 2025 available on the Internal Revenue Service website). |
CEO PAY RATIO DISCLOSURE
CEO PAY RATIO DISCLOSURE As required by Item 402(u) of the SEC’s Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our CEO to the compensation of our median employee. The pay ratio and annual total compensation amount disclosed in this section are reasonable estimates that have been calculated using methodologies and assumptions permitted by SEC rules.
2025 Pay Ratio
2025 Pay Ratio Based on the above information, we reasonably estimate that for 2025 our CEO’s annual total compensation was 179 times that of the median of the annual total compensation of all our employees excluding the CEO. The pay ratio reported by other companies may not be comparable to the pay ratio reported above, due to variances in business mix, proportion of seasonal and part-time employees and distribution of employees across geographies.
PAY VERSUS PERFORMANCE DISCLOSURE
PAY VERSUS PERFORMANCE DISCLOSURE
Pay Versus Performance Table
Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation “actually paid” (referred to as “Compensation Actually Paid” or the “CAP Amounts”) to the Chief Executive Officer (“CEO”) and the Other Named Executive Officers (“Other NEOs”) and the financial performance of the company. Compensation Actually Paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For a discussion of how our Compensation Committee seeks to align pay with performance when making compensation decisions, please review the "Compensation Discussion and Analysis" disclosure of this Proxy Statement.
Pay Versus Performance Table
| | | | | | | | Value of Initial Fixed $100 Investment | | | | | | | Mr. Wilson | | Mr. Kelleher | | | | Based on: | | | | | | | | | | | Average | | | | | | | | | | | | | Summary | Average | | | | | | | | Summary | | Summary | | Compensation | Compensation | | | | | | | | Compensation | Compensation | Compensation | Compensation | Table | Actually | | Peer Group | Peer Group | | | | | Table | Actually | Table | Actually | Total to | Paid to | GXO Total | Total | Total | GAAP Net | Adjusted | | | Total to | Paid to | Total to | Paid to | Other | Other | Shareholder | Shareholder | Shareholder | Income | EBITDA | | Fiscal Year | CEO(1) | CEO(1)(3) | CEO(1) | CEO(1)(3) | NEOs(2) | NEOs(2)(3) | Return(4) | Return(4)(5) | Return(4)(6) | ($ Millions) | ($ Millions)(7) | | 2025 | $4,932,639 | $1,963,126 | $7,628,275 | $7,531,979 | $2,913,794 | $3,736,191 | $83.46 | $211.80 | $106.28 | $36 | $881 | | 2024 | $5,531,791 | ($436,193) | $— | $— | $2,151,651 | $3,927 | $68.97 | $171.76(9) | $96.16(9) | $138 | $815 | | 2023 | $6,733,662 | $11,859,635 | $— | $— | $2,325,357 | $4,188,777 | $96.97 | $126.59(9) | $97.57(9) | $233 | $741 | | 2022 | $4,851,558 | ($9,395,561) | $— | $— | $2,507,302 | ($1,111,379) | $67.69 | $80.94(9) | $88.61(9) | $200 | $728 | | 2021 | $10,176,933 | $19,626,392 | $— | $— | $3,347,045 | $5,218,189 | $144.01(8) | $113.85(8)(9) | $110.27(8)(9) | $161(8) | $611(8) |
Pay Versus Performance Table
| (1) During fiscal year 2025, the Company had two individuals serve as Chief Executive Officer. Mr. Wilson served as Chief Executive Officer from January 1, 2025 through August 18, 2025, and Mr. Kelleher served as Chief Executive Officer from August 19, 2025 through December 31, 2025. Compensation actually paid for each individual reflects compensation during the period each served as Chief Executive Officer. |
Pay Versus Performance Table
| (2) The Other NEOs were inclusive of Baris Oran, Karlis Kirsis, Maryclaire Hammond and Elizabeth Fogarty for 2021 and 2022 and additionally inclusive of Richard Cawston in 2023. For 2024 and 2025, the Other NEOs were inclusive of Baris Oran, Richard Cawston, Karlis Kirsis and Corinna Refsgaard. Amounts presented are averages for the entire group of Other NEOs in each respective year they were NEOs. |
Pay Versus Performance Table
| (3) The following tables describe the adjustments to calculate the CAP Amounts from the Summary Compensation Table Amounts (“SCT Amounts”) for fiscal year 2025. Pursuant to the applicable rules, the amounts in the “Stock Awards” column from the Summary Compensation Table are subtracted from the SCT Amounts and the values reflected in the table below are added or subtracted as applicable. The fair value of equity awards was computed in accordance with the company’s methodology used for financial reporting purposes. |
Pay Versus Performance Table
| | CEO(1) | CEO(1) | | Prior FYE | 12/31/2024 | 12/31/2024 | | Current FYE | 12/31/2025 | 12/31/2025 | | Fiscal Year | 2025 | 2025 | | Summary Compensation Table Total | $7,628,275 | $4,932,639 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($6,506,536) | $— | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $6,410,240 | $— | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $— | $399,243 | | + 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 | $— | ($76,142) | | - 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 | $— | ($3,292,614) | | Compensation Actually Paid | $7,531,979 | $1,963,126 |
Pay Versus Performance Table
| | Other NEOs(2) | | Prior FYE | 12/31/2024 | | Current FYE | 12/31/2025 | | Fiscal Year | 2025 | | Summary Compensation Table Total | $2,913,794 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($1,582,087) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $2,277,535 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $203,574 | | + 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 | ($76,626) | | - 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 | $3,736,191 |
Pay Versus Performance Table
| (4) TSR, in the case of both the company and the peer groups, for fiscal year 2021 reflects the cumulative return of $100 as if invested on August 2, 2021, the date of the Spin-Off, through the end of the 2021 fiscal year and assumes the reinvestment of dividends. TSR for 2022, 2023, 2024 and 2025 reflects the cumulative return of $100 as if invested from August 2, 2021 through the end of each fiscal year and assumes the reinvestment of dividends. |
Pay Versus Performance Table
| (5) The peer group used is the S&P 500 Technology Index. |
Pay Versus Performance Table
| (6) The peer group used is the S&P 500 Transportation Index. |
Pay Versus Performance Table
| (7) See Annex A for reconciliations of non-GAAP financial measures. |
Pay Versus Performance Table
| (8) Reflects the full year 2021, including periods prior to the Spin-Off. |
Pay Versus Performance Table
| (9) Minor updates were made to historical peer group TSR numbers to align with the Stock Performance Graph included in the Annual Report on Form 10-K for the year ended December 31, 2025. |
Relationship Between Compensation Actually Paid and Performance Measures
Relationship Between Compensation Actually Paid and Performance Measures The following graphs describe the relationship between Compensation Actually Paid for our CEO and other NEOs and each of TSR, GAAP Net Income and Adjusted EBITDA. The first chart also compares the Company’s cumulative TSR with cumulative TSR for the peer group used in the pay-versus-performance table above.
Proposal 1: Election of Directors
Proposal 1: Election of Directors Our Board of Directors has nominated for election at the Annual Meeting each of the following persons to serve as directors until the 2027 Annual Meeting of Stockholders or until their respective successors shall have been duly elected and qualified or until their earlier resignation or removal: Patrick Byrne Marlene Colucci Todd Cooper Matthew Fassler Patrick Kelleher Michael Kneeland Julio Nemeth Torsten Pilz, Ph.D. Laura Wilkin Kyle Wismans Ms. Colucci, Mr. Cooper, Mr. Fassler, Mr. Nemeth, Dr. Pilz, Ms. Wilkin and Mr. Wismans were elected as directors by our stockholders at our 2025 Annual Meeting of Stockholders. On July 29, 2025, upon the recommendation of the former Chairman and the Nominating, Corporate Governance and Sustainability Committee, the Board appointed Mr. Byrne as a director of the company. On July 30, 2025, upon the recommendation of the former Chairman and the Nominating, Corporate Governance and Sustainability Committee, the Board appointed Mr. Kneeland as a director of the company. As part of our ongoing commitment to Board refreshment, we have one (1) new director nominee standing for election this year, Patrick Kelleher, our Chief Executive Officer who was recommended by the Nominating, Corporate Governance and Sustainability Committee as highly qualified candidate to be nominated for election. All of our directors will stand for election each year for one-year terms. Information about the nominees is set forth above under the heading “Board of Directors and Corporate Governance—Directors.”

DEF 14A of GXO Logistics, Inc.

2026 DIRECTOR NOMINEES

2026 DIRECTOR NOMINEES

2026 DIRECTOR NOMINEES

2026 DIRECTOR NOMINEES

2026 DIRECTOR NOMINEES

2026 DIRECTOR NOMINEES

DIRECTORS AND DIRECTOR NOMINEE

DIRECTORS AND DIRECTOR NOMINEE

DIRECTORS AND DIRECTOR NOMINEE

DIRECTORS AND DIRECTOR NOMINEE

DIRECTORS AND DIRECTOR NOMINEE

DIRECTORS AND DIRECTOR NOMINEE

DIRECTORS AND DIRECTOR NOMINEE

DIRECTORS AND DIRECTOR NOMINEE

DIRECTORS AND DIRECTOR NOMINEE

DIRECTORS AND DIRECTOR NOMINEE

DIRECTORS AND DIRECTOR NOMINEE

DIRECTORS AND DIRECTOR NOMINEE

DIRECTORS AND DIRECTOR NOMINEE

DIRECTORS AND DIRECTOR NOMINEE

DIRECTORS AND DIRECTOR NOMINEE

DIRECTORS AND DIRECTOR NOMINEE

DIRECTORS AND DIRECTOR NOMINEE

DIRECTORS AND DIRECTOR NOMINEE

SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF DIRECTORS AND DIRECTOR NOMINEE

SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF DIRECTORS AND DIRECTOR NOMINEE

SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF DIRECTORS AND DIRECTOR NOMINEE

DIRECTOR COMPENSATION

2025 Director Compensation Table

2025 Director Compensation Table

2025 Director Compensation Table

2025 Director Compensation Table

2025 Director Compensation Table

2025 Director Compensation Table

2025 Director Compensation Table

2025 Director Compensation Table

2025 Director Compensation Table

2025 Director Compensation Table

2025 Director Compensation Table

2025 Director Compensation Table

2025 Director Compensation Table

2025 Director Compensation Table

2025 Director Compensation Table

2025 Director Compensation Table

2025 Director Compensation Table

2025 Director Compensation Table

2025 Director Compensation Table

EXECUTIVE SUMMARY

OUR COMPENSATION PHILOSOPHY AND EXECUTIVE COMPENSATION PROGRAM OBJECTIVES

OUR COMPENSATION PHILOSOPHY AND EXECUTIVE COMPENSATION PROGRAM OBJECTIVES

OUR COMPENSATION PHILOSOPHY AND EXECUTIVE COMPENSATION PROGRAM OBJECTIVES

COMPENSATION GOVERNANCE HIGHLIGHTS

NEO Compensation-Setting Process

GXO Compensation Peer Group

GXO Compensation Peer Group

GXO Compensation Peer Group

Pay Elements

Annual Short-Term Incentive Target Opportunity

Annual Short-Term Incentive Target Opportunity

Annual Short-Term Incentive Target Opportunity

Annual Short-Term Incentive Target Opportunity

Annual Short-Term Incentive Payout Eligibility and Range

2025 Annual Short-Term Incentive Financial Results Relative to Targets

2025 Annual Short-Term Incentive Financial Results Relative to Targets

2025 Annual Short-Term Incentive Financial Results Relative to Targets

2025 Annual Short-Term Incentive Financial Results Relative to Targets

2025 Annual Short-Term Incentive Financial Results Relative to Targets

2025 Annual Short-Term Incentive Financial Results Relative to Targets

2025 Annual Short-Term Incentive Financial Results Relative to Targets

2025 Annual Short-Term Incentive Financial Results Relative to Targets

2025 Annual Short-Term Incentive Financial Results Relative to Targets

2025 Annual Short-Term Incentive Payout

2025 Annual Short-Term Incentive Payout

2025 Annual Short-Term Incentive Payout

2025 Annual Short-Term Incentive Payout

2025 LTI Design

2025 LTI Design

2025 LTI Design

2025 LTI Design