DEF 14A of RXO, Inc., Apr 9, 2024

DEF 14A of RXO, Inc.

Filed Apr 9, 2024 · FY20230001140361-24-018851

Open on EDGAR

  1. DIRECTORS

    DIRECTORS Our Board of Directors currently consists of nine members. Our amended and restated certificate of incorporation provides for a classified board of directors, with members of each class serving staggered three-year terms. We have three directors in Class I, three directors in Class II and three directors in Class III. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. By 2026, all our directors will stand for election each year for one-year terms, and our board will no longer be divided into three classes. AnnaMaria DeSalva, who is currently a Class II director, will not stand for reelection at the 2024 Annual Meeting of Stockholders. Christine Breves and Adrian Kingshott will stand for election as Class II directors at the 2024 Annual Meeting of Stockholders. The terms of directors in Classes I, II and III end at the annual meetings in 2024, 2025 and 2026, as indicated below.

  2. DIRECTORS

    | Name | Age | Position | Class | | Brad Jacobs | 67 | Chairman of the Board | Class III – Expiring 2025 | | Michelle Nettles | 52 | Lead Independent Director | Class III – Expiring 2025 | | Mary Kissel | 47 | Vice Chairman | Class III – Expiring 2025 | | Drew Wilkerson | 40 | Chief Executive Officer and Director | Class I – Expiring 2026 | | Christine Breves | 68 | Director | Class II – Expiring 2024 | | AnnaMaria DeSalva | 55 | Director | Class II – Expiring 2024 | | Adrian Kingshott | 64 | Director | Class II – Expiring 2024 | | Stephen Renna | 65 | Director | Class I – Expiring 2026 | | Thomas Szlosek | 60 | Director | Class I – Expiring 2026 |

  3. DIRECTORS

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  4. DIRECTORS

    Set forth below is information regarding each of our continuing directors and director nominees, including the experience, qualifications, attributes, or skills that led our Board to conclude that each should serve as a director.

  5. DIRECTORS

    | Brad Jacobs | Chairman and Director since 2022 | | Age: 67 | | | Brad Jacobs has served as non-executive chairman of our board of directors since November 1, 2022. Mr. Jacobs has been the executive chairman of the board of directors of XPO, Inc. (XPO) since November 1, 2022 and was previously chairman and chief executive officer from September 2, 2011, to November 1, 2022. Prior to XPO, Mr. Jacobs led two public companies: United Rentals, Inc. (NYSE: URI), which he founded in 1997, and United Waste Systems, Inc., which he founded in 1989. Mr. Jacobs served as chairman and chief executive officer of United Rentals for that company’s first six years and as its executive chairman for an additional four years. He served eight years as chairman and chief executive officer of United Waste Systems. Mr. Jacobs has served as the non-executive chairman of the board of directors of GXO Logistics, Inc. (NYSE: GXO) since August 2, 2021. | | | Board Committees: None | | | Other Public Company Boards: ▪ XPO, Inc. (NYSE: XPO) ▪ GXO Logistics, Inc. (NYSE: GXO) | | | Mr. Jacobs brings to the Board: ▪ In-depth knowledge of RXO’s business resulting from his years of service with XPO as its chief executive officer; ▪ Leadership experience as XPO’s executive chairman and former chief executive officer, and a successful track record of leading companies that execute strategies similar to ours; and ▪ Extensive past and current experience as the chairman of boards of directors of several public companies, where Mr. Jacobs provided valuable operational insights and strategic and long-term planning capabilities. | |

  6. DIRECTORS

    | Michelle Nettles | Lead Independent Director since 2022 | | Age: 52 | Independent Director since 2022 | | Michelle Nettles has served as lead independent director of the company since November 1, 2022. She has served as global chief people and culture officer for ManpowerGroup since July 2019, with responsibility for global human resources, learning, culture and diversity. Previously, over a 20-year tenure with Molson Coors Brewing Company, Ms. Nettles held various leadership roles across all aspects of human resources, including executive compensation, talent management, diversity and inclusion, culminating in chief people and diversity officer from October 2016 to July 2019. She additionally served in several roles as assistant general counsel, including responsibility for leading the company’s labor and employment practice. Ms. Nettles is a member of the boards of the Thurgood Marshall College Fund and is the board chair for Dr. Howard Fuller Collegiate Academy. She holds a juris doctorate from the University of Wisconsin-Madison and a bachelor’s degree from Florida Agricultural & Mechanical University. | | | Board Committees: ▪ Chairman of the Compensation Committee | | | Other Public Company Boards: None | | | Ms. Nettles brings to the Board: ▪ Extensive expertise in corporate culture-building, ESG matters, labor and employment legal issues, and human resources, including experience in executive compensation, talent management, and diversity and inclusion. | |

  7. DIRECTORS

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  8. DIRECTORS

    | Mary Kissel | Vice Chairman since 2022 | | Age: 47 | Independent Director since 2022 | | Mary Kissel has served as a director of the company since November 1, 2022. She is executive vice president and senior policy advisor with Stephens Inc. Previously, Ms. Kissel served as senior advisor to the U.S. Secretary of State from October 2018 to January 2021. Prior to joining the State Department, she was a member of The Wall Street Journal editorial board in New York and editorial-page editor for Asia Pacific in Hong Kong. Additionally, Ms. Kissel served on the XPO board of directors prior to the completion of the RXO spin-off. She is a member of the Council on Foreign Relations, the host of the Nixon Seminar on Conservative Realism and National Security, and a director of The American Australian Council and The Marathon Initiative. Ms. Kissel holds a master’s degree from the Paul H. Nitze School of Advanced International Studies and a bachelor’s degree in government from Harvard University. | | | Board Committees: ▪ Member of the Compensation Committee | | | Other Public Company Boards: None | | | Ms. Kissel brings to the Board: ▪ Deep expertise in geopolitics, risk advisory, public policy and its impact on the business environment; and ▪ Extensive experience in strategic communications, media and government affairs. | |

  9. DIRECTORS

    | Drew Wilkerson | Director since 2022 | | Age: 40 | | | Drew Wilkerson has served as a director and chief executive officer of the company since November 1, 2022. Mr. Wilkerson is a transportation industry veteran with 18 years of experience in brokerage operations. He joined XPO in May 2012 to spearhead the growth of the company’s flagship truck brokerage hub in Charlotte, North Carolina. In May 2014, he was promoted to regional vice president, with responsibility for major brokerage operations and strategic accounts. In March 2017, he was named president of XPO’s North American brokerage business, and in February 2020, he was named president of XPO’s North American transportation division, with P&L responsibility for truck brokerage, expedite, intermodal, drayage, managed transportation, last mile and freight forwarding. He served in this role until the company’s separation from XPO. Prior to XPO, Mr. Wilkerson held leadership positions in sales, operations, and customer and carrier relationship management with C.H. Robinson Worldwide. He graduated from the University of South Carolina with a degree in public relations. | | | Board Committees: None | | | Other Public Company Boards: None | | | Mr. Wilkerson brings to the Board: ▪ In-depth knowledge of the company’s strategy, operations, customers and markets; and ▪ A deep understanding of the broader brokered transportation industry and his knowledge of RXO’s people. | |

  10. DIRECTORS

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  11. DIRECTORS

    | Christine Breves | Independent Director since 2022 | | Age: 68 | | | Christine Breves has served as a director of the company since November 1, 2022. She retired from United States Steel Corporation in December 2022. Most recently, she was executive vice president, business transformation. Prior to that role, she was senior vice president & chief financial officer for United States Steel Corporation from November 2019 through August 2022 where she had responsibility for all financial processes including internal and external reporting. Ms. Breves held senior roles at United States Steel since 2013 including senior vice president - manufacturing support and chief supply chain officer, vice president and chief supply chain officer, and vice president and chief procurement officer. In the Chief Supply Chain Officer position, Ms. Breves had accountability for Logistics, S&OP, and the USS railroad subsidiary, Transtar. The manufacturing support role included responsibility for information technology, engineering, and commercial coordination. Previously, Ms. Breves was with Alcoa Corporation for 14 years, where she held various executive positions including chief procurement officer. Prior to Alcoa, Ms. Breves was with Alumax Inc. which was acquired by Alcoa in 1998. In Alumax, she held increasingly responsible positions in accounting, maintenance, and procurement. Ms. Breves graduated with a bachelor’s degree in business administration from the College of Charleston and a master’s degree in business administration from The Citadel. | | | Ms. Breves is a member of the board of directors of Sylvamo Corporation and MPLX where she serves on the audit committees. She is past chairperson of CAPS Research Advisory Board and is a past member of the national Board of Directors of the Institute for Supply Management and is a recipient of ISM’s Shipman Medal. | | | Board Committees: ▪ Member of the Audit Committee | | | Other Public Company Boards: ▪ Sylvamo Corporation (NYSE: SLVM); ▪ MPLX LP (NYSE: MPLX) | | | Ms. Breves brings to the Board: ▪ Executive experience in strategy development, capital allocation and business transformation, financial systems, human capital management, risk management, procurement and supply chain, and manufacturing operations. | |

  12. DIRECTORS

    | Adrian Kingshott | Independent Director since 2022 | | Age: 64 | | | Adrian Kingshott has served as a director of the company since November 1, 2022. Before joining the RXO board he served as a director of XPO from September 2, 2011 to November 1, 2022. He is a managing director of Spotlight Advisors, LLC, a position he has held since September 2015. Previously, Mr. Kingshott was the chief executive officer of AdSon, LLC from October 2005 to November 2021 and a member of the board of directors of Centre Lane Investment Corp. from May 2011 to March 2021. | | | Previously, as a Managing Director at Goldman Sachs, he was co-head of the firm’s Global Leveraged Finance business and held various other positions over a 17-year tenure. More recently, Mr. Kingshott was a Managing Director and Portfolio Manager at Amaranth Advisors, LLC. He was an adjunct professor of Global Capital Markets and Investments at Fordham University’s Gabelli School of Business from 2009 to 2023. He holds a master’s degree in business administration from Harvard Business School and a Master of Jurisprudence degree from Oxford University. | | | Board Committees: ▪ Member of the Audit Committee ▪ Member of the Nominating, Governance and Sustainability Committee | | | Other Public Company Boards: None | | | Mr. Kingshott brings to the Board: ▪ More than 25 years of experience in the investment banking and investment management industries; and ▪ Expertise with respect to corporate governance, acquisition transactions, debt and equity financing and corporate financial management. | |

  13. DIRECTORS

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  14. DIRECTORS

    | Stephen Renna | Independent Director since 2022 | | Age: 65 | | | Stephen Renna has served as a director of the company since November 1, 2022. He is a senior managing director with Ankura Consulting Group’s Global Strategic Advisory practice, a position he has held since May 2021. Prior to joining Ankura, Mr. Renna served as the chief banking officer of the U.S. Export Import Bank (“EXIM”), the official export credit agency of the United States. In that role, from August 2019 to January 2021, he oversaw the execution of EXIM trade financing arrangements offered to exporters of U.S. goods and services. Previously, Mr. Renna was executive director of The Advocacy Center at the U.S. Department of Commerce from September 2017 to August 2019, and president and chief executive officer of the Commercial Real Estate Finance Council from May 2011 to April 2016. Earlier, he was president of the National Association of Real Estate Investment Managers. He received his juris doctor degree from Catholic University and his bachelor’s degree from Fairfield University. | | | Board Committees: ▪ Member of the Compensation Committee ▪ Member of the Nominating, Governance and Sustainability Committee | | | Other Public Company Boards: None | | | Mr. Renna brings to the Board: ▪ More than 30 years of executive experience in the public and private sectors, notably in finance, investment structuring, business planning, capital formation and the functions of federal agencies; and ▪ Practiced tax law and spent 15 years in the tax policy sector. | |

  15. DIRECTORS

    | Thomas Szlosek | Independent Director since 2022 | | Age: 60 | | | Thomas Szlosek has served as a director of the company since November 1, 2022. He is chief financial officer of AutoNation, Inc., a nationwide provider of personalized transportation services. He joined AutoNation in August 2023 following a 5-year tenure with Avantor where he served as CFO from December 2018. Mr. Szlosek had a 14-year tenure with Honeywell, where he most recently served as Senior Vice President, CFO from April 2014 to December 2018. Earlier, during eight years with GE Corporation, Mr. Szlosek held various finance leadership roles, including CFO of GE Medical Systems Asia, based in Japan, and CFO of GE Consumer Finance Europe, based in Ireland. He is a certified public accountant and began his career in the audit practice of Price Waterhouse (now PwC). Mr. Szlosek serves as a director and chairman of the audit committee of Janus International Group, Inc., a role he has held since June 2021. He holds a bachelor’s degree from the State University of New York College at Geneseo. | | | Board Committees: ▪ Chairman of the Audit Committee | | | Other Public Company Boards: ▪ Janus International Group, Inc. | | | Mr. Szlosek brings to the Board: ▪ More than two decades of financial management experience across different sectors, including automotive, life sciences, medical, technology and manufacturing. ▪ Extensive public company experience as a current and former chief financial officer of Fortune 500 companies. ▪ International background, with five years on-the-ground experience in Asia and Europe. | |

  16. DIRECTORS

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  17. SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF CONTINUING DIRECTORS

    SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF CONTINUING DIRECTORS

  18. SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF CONTINUING DIRECTORS

    | | Brad Jacobs | Michelle Nettles | Mary Kissel | Drew Wilkerson | Christine Breves | Adrian Kingshott | Stephen Renna | Thomas Szlosek | | 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 RESOURCES MANAGEMENT experience allows our Board to further our goals of making RXO 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. | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | ✔ | | TRANSPORTATION AND LOGISTICS INDUSTRY experience is important in understanding our competitive environment and market positioning. | ✔ | | | ✔ | ✔ | ✔ | | | | RISK MANAGEMENT experience is critical to our Board’s role in overseeing the risks facing our company, including mitigation measures. | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | TALENT MANAGEMENT AND ENGAGEMENT experience helps our company attract, motivate and retain top candidates for leadership roles and innovation teams. | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | TECHNOLOGY AND INFORMATION SYSTEMS experience provides valuable insights as we continually seek to enhance customer outcomes and internal operations. | ✔ | | ✔ | | ✔ | | | ✔ |

  19. SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF CONTINUING DIRECTORS

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  20. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth information concerning the compensation of each person who served as a non-employee director of our company during 2023.

  21. 2023 Director Compensation Table(1)

    2023 Director Compensation Table(1)

  22. 2023 Director Compensation Table(1)

    | Name | Fees Earned in Cash ($) | Stock Awards ($)(2)(3) | Total ($) | | Brad Jacobs | 80,000 | 190,014 | 270,014 | | Christine Breves | 80,000 | 190,014 | 270,014 | | AnnaMaria DeSalva | 100,000 | 190,014 | 290,014 | | Adrian Kingshott | 80,000 | 190,014 | 270,014 | | Mary Kissel | 105,000 | 190,014 | 295,014 | | Michelle Nettles | 125,000 | 190,014 | 315,014 | | Stephen Renna | 80,000 | 190,014 | 270,014 | | Thomas Szlosek | 105,000 | 190,014 | 295,014 |

  23. 2023 Director Compensation Table(1)

    | (1) Compensation information for Drew Wilkerson, who is our CEO, is disclosed in this Proxy Statement under the heading “Compensation Tables — Summary Compensation Table.” Mr. Wilkerson did not receive additional compensation for his service as a director. |

  24. 2023 Director Compensation Table(1)

    | (2) The amounts reflected in this column represent the grant date fair value of the awards made in 2023, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718 “Compensation — Stock Compensation” (“ASC 718”). For more information on assumptions used in the calculation of the grant date fair value, see Note 12 to our audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. |

  25. 2023 Director Compensation Table(1)

    | (3) As of December 31, 2023, the following non-employee directors held the following number of RXO RSUs: Mr. Jacobs held 1,186,032 unvested RXO RSUs; Ms. DeSalva held 44,031 fully vested deferred RSUs and 11,537 unvested RSUs; Mr. Kingshott held 126,260 fully vested deferred RSUs and 11,537 unvested RSUs; and each of the other non-employee directors in the table above held 11,537 unvested RSUs which were granted on January 3, 2023, and vested on January 3, 2024. |

  26. DIRECTOR COMPENSATION POLICY

    DIRECTOR COMPENSATION POLICY Our non-employee director compensation policy provides for an annual cash retainer of $80,000, payable quarterly in arrears, and time-based restricted stock units (“Time-Based RSUs”) worth $190,000. The annual grant of such Time-Based RSUs is to be made on the first business day of each calendar year of service (the “RSU Grant Date”) with the number of units 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. The vice chair of the Board receives an additional $25,000 annual cash retainer, payable quarterly in arrears; the lead independent director receives an additional $25,000 annual cash retainer, payable quarterly in arrears; and the chairs of our Audit Committee, our Compensation Committee and our Nominating, Corporate Governance and Sustainability Committee each receives an additional cash retainer of $25,000, $20,000 and $20,000, respectively, payable quarterly in arrears. Directors who are employees of our company do not receive additional compensation for service as members of either our Board of Directors or its committees. Changes to the compensation of our directors is subject to approval by our Board, based in part on the recommendation of the Compensation Committee. 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.

  27. DIRECTOR COMPENSATION POLICY

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  28. Our Compensation Philosophy and Executive Compensation Program Objectives

    | ▪ | Establish a culture with ambitious expectations that incentivize growth and long-term stockholder value and rewards performance. |

  29. Compensation Governance Highlights

    | What We Do | | What We Don’t Do | | | | Pay for performance. We link executive pay to performance with a significant emphasis on variable compensation through a cash-based annual incentive plan and the grant of equity awards that vary in value depending on the stock price. | | No exceptional perquisites. We do not offer supplemental benefits or perquisites for our NEOs beyond what is provided broadly to all RXO employees. | | | Clawback of Incentive Compensation. Adopted recoupment policy in the event of any accounting restatement in accordance with Rule 10D-1 and exchange listing requirements. | | No guaranteed pay. We do not offer guaranteed annual salary increases, STI or LTI payments. | | | Stock ownership policies. We have significant stock ownership and stock retention requirements that encourage a strong ownership mindset. | | No golden parachute excise tax gross-ups. We will not increase the size of payments to offset tax liabilities. | | | Restrictive covenants. Our NEOs are subject to comprehensive non-competition and other restrictive covenants. | | No incentive toward undue risk-taking. The incentive plans impose caps and use financial metrics that align to stockholder value creation. | | | Require double trigger vesting upon a change in control. The equity awards for the NEOs require either a qualifying termination of employment, or failure of a buyer to assume the awards, prior to vesting in connection with a change of control. | | No pledging or hedging of company stock. Our insider trading policy prohibits pledging or holding company securities in a margin account as well as hedging transactions. | | | Prohibit automatic share replenishment. The long-term incentive plan has a fixed-share authorization and does not include an annual evergreen authorization for share replenishment. | | No consultant conflicts. The Committee retains an independent compensation consultant. | | | Implement caps on incentive plans. The short-term and long-term incentive plans for the NEOs have a maximum payout against targets. | | No guaranteed annual salary increases. Salary increases are benchmarked against market values and are not guaranteed. |

  30. Key Factors Considered in Determining Executive Compensation

    | ▪ | Insights from market intelligence to understand current executive pay levels and trending practices, compared to our compensation peer group and other companies inside and outside the industry with a revenue size and/or business profile similar to RXO’s; |

  31. Benchmarking Executive Compensation Levels

    Benchmarking Executive Compensation Levels The Compensation Committee adopted, with advice from its independent consultant, a peer group to assist in measuring appropriate levels of compensation for fiscal year 2023. The compensation peer group comprises companies with similar or adjacent business models that source talent from the same labor pools as RXO. In determining the peer group, the Committee used the following criteria: (i) company is operating within the trucking, air freight or logistics industry and is competitive with RXO, (ii) company is publicly traded on a major U.S. stock exchange, and (iii) company is within a reasonable size range of RXO, with certain companies falling outside of that range based on industry relevance.

  32. Benchmarking Executive Compensation Levels

    | PEER COMPANY NAME | TICKER | 2023 Full-Year Revenue $ in millions(1) | | ArcBest Corporation | ARCB | $4,427 | | C.H. Robinson Worldwide, Inc | CHRW | $17,596 | | Covenant Logistics Group, Inc. | CVLG | $1,104 | | Hub Group, Inc. | HUBG | $4,203 | | J.B. Hunt Transport Services, Inc. | JBHT | $12,830 | | Knight-Swift Transportation Holdings, Inc | KNX | $7,142 | | Landstar System, Inc | LSTR | $5,313 | | Marten Transport, Ltd | MRTN | $1,131 | | Matson, Inc. | MATX | $3,095 | | Ryder System, Inc | R | $11,783 | | Schneider National, Inc. | SNDR | $5,499 | | Uber Technologies, Inc | UBER | $37,281 | | Universal Logistics Holdings, Inc. | ULH | $1,662 | | Werner Enterprises, Inc | WERN | $3,283 | | Average | | $8,311 | | 25th Percentile | | $3,142 | | Median | | $4,870 | | 75th Percentile | | $10,623 | | RXO, Inc. | RXO | $3,927 | | Percent Rank | | 36 |

  33. Benchmarking Executive Compensation Levels

    | (1) Source: S&P Capital IQ |

  34. Pay Elements

    | ELEMENT | PURPOSE | PAY-FOR-PERFORMANCE DESIGN | | | BASE SALARY | To attract and retain high-performing executives | ▪ | Fixed cash compensation considers experience, job scope, and market benchmarks. | | SHORT-TERM INCENTIVE | To reward annual performance and individual contributions that support RXO’s strategy and results | ▪ | Payouts are determined based on results of performance metrics (which for 2023 was adjusted EBITDA) relative to predetermined targets. | | | | ▪ | Executives become eligible for an STI payment if adjusted EBITDA is above 80% of the full-year target level. | | | | ▪ | Payouts range from zero to a maximum of 200% of target. | | LONG-TERM INCENTIVE | To retain key executives, focus on long-term value creation, and align executive compensation with outcomes for our stockholders | ▪ | The Committee designs long-term incentive awards to motivate executives to achieve goals over an extended period. | | | | ▪ | The Committee takes a strategic approach to long-term incentive design to align awards with the company’s strategy and stockholder returns. |

  35. Annual Short-Term Incentive

    Annual Short-Term Incentive On an annual basis, the Compensation Committee reviews market and peer data to determine the short- term incentive (STI) target opportunity for our NEOs, as shown in the table below. For the 2023 performance year, each NEO was eligible for STI if Adjusted EBITDA (which is a non-GAAP metric further described in Annex A) was above 80% of target and remained employed as of the payment date. The maximum annual STI payout opportunity is capped at 200% of target. Our NEOs participated in the STI with funding determined 100% on the adjusted EBITDA performance of RXO for 2023.

  36. Annual Short-Term Incentive

    | Executive Officer | Annualized Base Salary | Target STI (as a percentage of annual base salary) | Target STI Opportunity | Maximum STI | Maximum STI Opportunity | | Drew Wilkerson | $650,000 | 135% | $877,500 | 2x Target | $1,755,000 | | Jamie Harris | $600,000 | 100% | $600,000 | 2x Target | $1,200,000 | | Jeff Firestone | $525,000 | 100% | $525,000 | 2x Target | $1,050,000 |

  37. Annual Short-Term Incentive

    2023 STI Payout. In consideration of the above factors, each of Mr. Wilkerson, Mr. Harris, and Mr. Firestone did not receive a short-term incentive payout based on the financial performance results. Below is a summary of our NEOs’ total annual STI compensation for 2023 final outcomes.

  38. Annual Short-Term Incentive

    | Executive Officer | Annualized Base Salary | Target STI Opportunity | Actual STI Funding Achievement | Actual Total STI Payout | | Drew Wilkerson | $650,000 | $877,500 | 0.0% | $— | | Jamie Harris | $600,000 | $600,000 | 0.0% | $— | | Jeff Firestone | $525,000 | $525,000 | 0.0% | $— |

  39. Long-Term Incentives and 2024 Go-Forward Design

    Long-Term Incentives and 2024 Go-Forward Design Our long-term incentive (LTI) program is designed to motivate our executives to achieve business goals, retain executive talent, and reward performance over an extended period by tying a significant portion of compensation to stockholder returns through the use of equity awards. 2023 Long-Term Incentive Grants. In February 2023, the Compensation Committee, along with guidance from their independent advisor, awarded time-based restricted stock units (RSUs) to each NEO which vest one-third on each of the first three anniversaries of the grant date. The award and grant date values are further described in the summary compensation and related tables.(1) As a short-tenured standalone company following the spin-off from XPO Logistics, Inc. on November 1, 2022, the Compensation Committee elected to grant time-based RSUs for the purpose of having a measured amount of time to assess the appropriate performance metrics that would impact company results, enhance the interests of shareholders, and drive executive performance and retention. 2024 Long-Term Incentive Design. The 2024 design aligns our executive compensation package with the Company’s compensation philosophy, further links pay with performance, and builds sustainable shareholder value while driving our long-term strategic priorities. Beginning with LTI grants awarded in 2024, the primary equity awards for delivering long-term incentives are the combination of time-based restricted stock units (RSUs) and performance-based restricted stock units (PRSUs). The Compensation Committee believes that placing more pay at risk balances the interests of motivating performance toward shareholder return and retaining executive talent. 1 Mr. Wilkerson received a PRSU grant on December 23, 2021, prior to the spin-off from XPO Logistics Inc., consisting of 2,212 PRSUs (at target performance level) which required achievement for the calendar year 2023 performance period on metrics relating to Average Loads Per Day (weighted 50%) and Aggregate Gross Margin (weighted 50%) of the RXO brokerage business unit. The performance metrics for 2023 were not met and so these PRSUs were forfeited in March 2024.

  40. Long-Term Incentives and 2024 Go-Forward Design

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  41. Long-Term Incentives and 2024 Go-Forward Design

    The long-term incentive stock award mix for 2024 consists of the following components:

  42. Long-Term Incentives and 2024 Go-Forward Design

    | | 50% time-based restricted stock units – vesting one-third on each of the first three anniversaries of the grant date, and |

  43. Long-Term Incentives and 2024 Go-Forward Design

    | | 50% performance-based restricted stock units – based on the achievement of relative total shareholder return over multi-year vesting and performance periods. |

  44. Long-Term Incentives and 2024 Go-Forward Design

    The performance-based restricted stock units are based 100% on relative total shareholder return as compared to the S&P Transportation Select Industry Index. The payout scale has a threshold starting at the 55th percentile and a maximum achievement at the 90th percentile, with a 0% payout below the 55th percentile.

  45. 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 covered individuals, plus unvested restricted stock units subject solely to time-based vesting and, for directors, vested restricted stock units subject to deferred delivery. 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. Covered individuals have five years to come into compliance with the guidelines from the date they start in the position that is subject to ownership requirements or join the Board. As of the Record Date, each covered individual complied, or was on the way to complying, within the five years with our stock ownership guidelines.

  46. Role of the Committee’s Independent Compensation Consultant

    Role of the Committee’s Independent Compensation Consultant The Compensation Committee retained Pearl Meyer & Partners, LLC as its independent advisor. Among other things, the Committee’s independent advisor consults on compensation and governance matters, monitors trends and evolving market practices in executive compensation, and provides general advice and support to the Committee and Committee’s chair. In 2023, Pearl Meyer supported the Committee by reviewing the peer group companies, the go-forward long-term incentive award terms and design, benchmarking analysis, incentive plan risk assessment, and by reviewing the content of this Compensation Discussion and Analysis. The Compensation Committee considered Pearl Meyer’s independence in light of applicable SEC rules and NYSE listing standards. After considering the absence of any relationships with management and members of the Committee, as well as Pearl Meyer’s internal policies and other information provided to the Committee, the Committee determined that no conflicts of interest existed that would prevent the firm from serving as its independent compensation consultant.

  47. Equity Granting Policy

    Equity Granting Policy All equity awards to NEOs are approved by the Compensation Committee with a grant date determined at the time of approval. The Committee does not target a specific time during the year to make equity grants, but grant dates are no earlier than the date of Committee approval.

  48. Agreements with NEOs

    Agreements with NEOs We believe it’s in the best interests of our company to enter into agreements with our NEOs that allow the Compensation Committee to exercise discretion in designing incentive compensation programs. In addition, we have adopted an executive severance plan, which we believe balances our desire not to engage in case-by-case negotiations with respect to executive departures with potential costs to RXO, and the importance of having a severance plan to our ability to attract and retain talented executives. The material compensation-related terms of these agreements and plan are described under the heading “Narrative Description of Arrangements with NEOs” in the section that follows this Compensation Discussion and Analysis.

  49. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation awarded to, earned by or paid to our NEOs for the year ended December 31, 2023.

  50. Summary Compensation Table

    | Name | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Drew Wilkerson Chief Executive Officer | 2023 | 650,000 | 0 | 5,000,007 | 0 | 15,184 | 5,665,191 | | | 2022 | 467,389 | 19,500 | 9,262,804 | 1,273,230 | 12,749 | 11,035,672 | | Jamie Harris Chief Financial Officer | 2023 | 600,002 | 0 | 1,350,017 | 0 | 2,515 | 1,952,534 | | | 2022 | 150,001 | 218,000 | 3,999,100 | 825,000 | 379 | 5,192,480 | | Jeff Firestone Chief Legal Officer | 2023 | 525,000 | 0 | 1,000,018 | 0 | 1,326 | 1,526,344 | | | 2022 | 181,731 | 715,750 | 2,999,664 | 721,875 | 442 | 4,619,462 |

  51. Summary Compensation Table

    | (1) In 2022, salary reflects the portion of the year in which the individual was employed by us or, prior to the spin-off, by XPO. |

  52. Summary Compensation Table

    | (2) Represents the aggregate grant date fair value of awards granted in the applicable year in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation–Stock Compensation. For more information on assumptions used in the calculation of the grant date fair value, see Note 12 to our audited financial statements in our Annual Report on Form 10-K for the years ended December 31, 2022, and 2023, respectively. For 2022, these grants were made by XPO prior to the spin-off. |

  53. Summary Compensation Table

    | (3) This column includes the annual STI payments for company performance during fiscal years 2022 and 2023, paid in early 2023 and 2024, respectively. No STI payments were made for 2023 performance. See the “Compensation Discussion and Analysis” above for a description of this plan and performance. For Mr. Wilkerson, the 2022 amount in this column also includes the final payouts from an XPO LTI cash award that was granted in 2020. |

  54. Summary Compensation Table

    | (4) The 2023 amounts include the following: for Mr. Wilkerson, $13,075 in company-matching 401(k) contributions, $1,000 in company-matching HSA contributions, and $1,109 in company payments of life insurance premiums; for Mr. Harris, $1,000 in company-matching HSA contributions, and $1,515 in company payments of life insurance premiums; and for Mr. Firestone, $1,326 in company payments for life insurance premiums. |

  55. Summary Compensation Table

    | 36 | ©2024 RXO, Inc. |

  56. 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. The table below includes awards that were granted by RXO in 2023, as described below.

  57. Grants of Plan-Based Awards

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards Target/ Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock Awards ($) | | Name | Grant Date | Grant Type | Threshold ($) | Target ($) | Maximum ($) | | | | | Drew Wilkerson | 2/23/2023 | RSU | - | - | - | - | 242,601 | 5,000,007 | | | n/a | STI | - | 877,500 | 1,755,000 | - | - | - | | Jamie Harris | 2/23/2023 | RSU | - | - | - | - | 65,503 | 1,350,017 | | | n/a | STI | - | 600,000 | 1,200,000 | - | - | - | | Jeff Firestone | 2/23/2023 | RSU | - | - | - | - | 48,521 | 1,000,018 | | | n/a | STI | - | 525,000 | 1,050,000 | - | - | - |

  58. Grants of Plan-Based Awards

    | (1) Reflects the possible opportunity for an annual performance bonus under the short-term incentive (STI) program for company performance, which is discussed in the “Compensation Discussion and Analysis” section above. Actual payouts are reflected in the Summary Compensation Table. |

  59. Grants of Plan-Based Awards

    | (2) Represents annual grants of RSUs that will vest one-third on each of the first three anniversaries of the grant date. |

  60. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth the outstanding RXO stock awards held by our NEOs as of December 31, 2023. There were no stock option awards outstanding.

  61. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards(1) | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value Of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Drew Wilkerson | 577,417(3) | 13,430,719(3) | 2,212(4) | 51,451(4) | | Jamie Harris | 289,955(5) | 6,744,353(5) | - | - | | Jeff Firestone | 173,051(6) | 4,025,166(6) | - | - |

  62. Outstanding Equity Awards at Fiscal Year-End

    | (1) Upon the spin-off in November 2022, outstanding XPO awards held by RXO employees, including the NEOs, generally were converted into RXO awards in accordance with the Employee Matters Agreement. For Mr. Wilkerson, some awards remained with XPO. Only his RXO awards are reflected in the tables in this proxy statement. Vesting of outstanding equity awards generally is subject to continued employment by the NEO on the applicable vesting date, subject to certain exceptions. |

  63. Outstanding Equity Awards at Fiscal Year-End

    | (2) The values reflected in this column were calculated using $23.26, the closing price of the Company share on the NYSE on December 29, 2023, the last trading day of our fiscal year 2023. |

  64. Outstanding Equity Awards at Fiscal Year-End

    | (3) Consists of (x) 325,261 PRSUs whose performance condition was satisfied upon the spin-off and continue to vest in installments as follows: 46,466 on May 2, 2024, and the remaining 278,795 in equal installments on May 2, 2025, 2026 and 2027; and (y) an aggregate of 252,156 RSUs with the following vesting dates: 80,867 on February 23, 2024; 2,106 on March 10, 2024; 1,566 on November 14, 2024; 2,213 on December 31, 2024; 80,867 on February 23, 2025; 2,105 on March 10, 2025; 1,565 on November |

  65. Outstanding Equity Awards at Fiscal Year-End

    14, 2025; and 80,867 on February 23, 2026.

  66. Outstanding Equity Awards at Fiscal Year-End

    | (4) Consists of 2,212 PRSUs (at target performance level) which required achievement on metrics relating to Average Loads Per Day (weighted 50%) and Aggregate Gross Margin (weighted 50%) of a business unit. The performance metrics for 2023 were not met and so these PRSUs were forfeited in March 2024. |

  67. Outstanding Equity Awards at Fiscal Year-End

    | (5) Consists of (x) 224,452 PRSUs whose performance condition was satisfied upon the spin-off and continue to vest in installments as follows: 32,064 on September 26, 2024, and the remaining 192,388 vest in equal installments on September 26, 2025, 2026 and 2027 ; and (y) 65,503 RSUs which vest in equal installments on February 23, 2024, 2025 and 2026. |

  68. Outstanding Equity Awards at Fiscal Year-End

    | (6) Consists of (x) 90,006 PRSUs whose performance condition was satisfied upon the spin-off and continue to vest in installments as follows: 12,858 on August 22, 2024, and the remaining 77,148 vest in equal installments on August 22, 2025, 2026 and 2027; and (y) an aggregate of 83,045 RSUs with the following vest dates: 16,174 on February 23, 2024; 17,262 on August 31, 2024; 16,173 on February 23, 2025; 17,262 on August 31, 2025, and 16,174 on February 23, 2026. |

  69. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth the RXO stock awards that vested for our NEOs during 2023. There were no stock options exercised.

  70. Option Exercises and Stock Vested

    | | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Drew Wilkerson | 77,539 | 1,513,693 | | Jamie Harris | 32,065 | 616,610 | | Jeff Firestone | 30,120 | 551,642 |

  71. Option Exercises and Stock Vested

    | (1) The values reflected in the column were calculated by multiplying the number of shares vested by the closing price of the Company's common stock on the NYSE on the applicable vesting date. |

  72. Option Exercises and Stock Vested

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  73. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The following table sets forth the amounts of compensation that would be due to each of the NEOs upon the termination events as summarized below, as if each such event had occurred on December 31, 2023. The amounts shown below are estimates of the payments that each NEO would receive in certain instances. The actual amounts payable will only be determined upon the actual occurrence of any such event. Also see “Narrative Description of Arrangements with NEOs” above for a description of these arrangements.

  74. Potential Payments Upon Termination or Change of Control

    | Name and Event(1) | Cash Severance Payment ($) | Continuation of Group Health Coverage ($) | Value of Accelerated Equity Awards ($) | Total ($) | | Drew Wilkerson | | | | | | Qualifying Termination | 1,852,500 | 21,528 | 720,548 | 2,594,576 | | Qualifying CIC Termination | 4,696,250 | 21,528 | 13,430,719 | 18,148,497 | | Jamie Harris | | | | | | Qualifying Termination | 1,200,000 | 14,352 | 197,663 | 1,412,015 | | Qualifying CIC Termination | 3,000,000 | 14,352 | 6,744,353 | 9,758,705 | | Jeff Firestone | | | | | | Qualifying Termination | 1,050,000 | 0 | 107,880 | 1,157,880 | | Qualifying CIC Termination | 2,625,000 | 0 | 4,025,166 | 6,650,166 |

  75. Potential Payments Upon Termination or Change of Control

    | (1) A Qualifying Termination means an involuntary termination without cause, resulting in the severance benefits described in the severance plan, as well as pro-rated vesting under our equity award agreements. A Qualifying CIC Termination means involuntary termination without cause, or resignation for good reason, following a change in control. Under the equity award agreements, the equity awards (with a value as set forth under Qualifying CIC Termination) would also be accelerated upon death. |

  76. CEO PAY RATIO DISCLOSURE

    CEO PAY RATIO DISCLOSURE As required by applicable SEC rules, we are providing the following information about the relationship of the annual total compensation of our CEO to that of our median employee. The pay ratio and annual total compensation amount disclosed in this section are reasonable estimates that have been calculated using methodologies and assumptions permitted by SEC rules.

  77. CEO PAY RATIO DISCLOSURE

    | ▪ | The median employee was identified by calculating the 2023 cash compensation for employees excluding the CEO. For this purpose, cash compensation included all earnings paid to each employee during the calendar year, including base salary and wages, bonuses, commissions, overtime, and holiday or PTO pay. Compensation was converted into U.S. dollars using the average currency conversion rates during December 2023. |

  78. CEO PAY RATIO DISCLOSURE

    | ▪ | For the purpose of this calculation, we looked at 6,050 RXO employees globally as of December 31, 2023, including 5,237 U.S. employees and 813 non-U.S. employees. This employee group included full-time and part-time employees. |

  79. CEO PAY RATIO DISCLOSURE

    After identifying the median employee as described above, we calculated the annual total compensation for this employee using the same methodology we used for our CEO in the 2023 Summary Compensation Table. This compensation calculation includes, where applicable, base salary and wages, bonuses, commissions, overtime, holiday or PTO pay, equity awards, and 401(k) company match. The compensation for our median employee was $58,016 and the compensation for our company’s CEO was $5,665,191. Based on the above information, we reasonably estimate that for 2023 our CEO’s annual total compensation was approximately 98 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. We seek to attract, incentivize and retain our employees through a combination of competitive base pay, bonus opportunities, 401(k) contributions, and other benefits.

  80. CEO PAY RATIO DISCLOSURE

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  81. PAY VERSUS PERFORMANCE (“PVP”) DISCLOSURE

    PAY VERSUS PERFORMANCE (“PVP”) DISCLOSURE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is providing the following information regarding the relationship between executive compensation and the financial performance of the Company since our spin-off in November 2022.

  82. PAY VERSUS PERFORMANCE (“PVP”) DISCLOSURE

    | | | | | | Year-end value of $100 invested on 11/01/2022 in: | | | | | Year | SCT Total for CEO (a)$ | CAP to CEO (a)(b)$ | Average SCT Total for Non- CEO NEOs (a) $ | Average CAP to Non-CEO NEOs (a)(b) $ | RXO (c) $ | Dow Jones Transportation Average (c) $ | Net Income (millions) (d) $ | Adjusted EBITDA (millions) (e) $ | | 2023 | 5,665,191 | 8,403,024 | 1,739,439 | 2,997,271 | 122.04 | 117.59 | 4 | 132 | | 2022 | 11,035,672 | 8,374,864 | 4,905,970 | 4,942,624 | 90.24 | 99.05 | 92 | 306 |

  83. PAY VERSUS PERFORMANCE (“PVP”) DISCLOSURE

    | (a) Amounts shown are the total compensation as calculated in the Summary Compensation Table (or “SCT”), for the CEO (Mr. Wilkerson) and the average for our non-PEO NEOs (Mr. Harris and Mr. Firestone). |

  84. PAY VERSUS PERFORMANCE (“PVP”) DISCLOSURE

    | (b) Amounts shown reflect “compensation actually paid” (or “CAP”) for the CEO and the average CAP for our non-PEO NEOs, calculated in accordance with SEC rules. As required, the dollar amounts include (among other items) unvested amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid to either individual during the applicable years. The adjustments made to the SCT to determine CAP (with fair value measured at year-end rather than at grant) are shown in the table below. In some cases, the equity awards reflected in these calculations were originally granted by XPO but converted to RXO awards upon the spin-off. Equity awards for Mr. Wilkerson that remained with XPO are not included because they do not reflect compensation actually paid by RXO. |

  85. PAY VERSUS PERFORMANCE (“PVP”) DISCLOSURE

    | | CEO | | Average Other NEOs | | | | 2023 | 2022 | 2023 | 2022 | | Total Compensation from SCT | $5,665,191 | $11,035,672 | $1,739,439 | $4,905,970 | | Adjustments for Equity Awards | | | | | | Adjustment for grant date values in the Summary Compensation Table | ($5,000,007) | ($9,262,804) | ($1,175,018) | ($3,499,382) | | Year-end fair value of unvested awards granted in the current year | $5,642,899 | $6,601,996 | $1,326,099 | 3,536,036 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $1,971,082 | n/a | $1,057,417 | n/a | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $123,859 | n/a | $49,334 | n/a | | Compensation Actually Paid (as calculated) | $8,403,024 | $8,374,864 | $2,997,271 | $4,942,624 |

  86. PAY VERSUS PERFORMANCE (“PVP”) DISCLOSURE

    | (c) Pursuant to SEC rules, the TSR figures assume an initial investment of $100 on the date our spinoff was completed, and we became publicly traded during 2022. As permitted by SEC rules, the peer group referenced in this table for the purpose of the TSR comparison is the group of companies included in the Dow Jones Transportation Average. |

  87. PAY VERSUS PERFORMANCE (“PVP”) DISCLOSURE

    | (d) Reflects after-tax net income attributable to stockholders prepared in accordance with GAAP for the year shown. |

  88. PAY VERSUS PERFORMANCE (“PVP”) DISCLOSURE

    | (e) Adjusted EBITDA is the financial measure, which, in the Company’s assessment, represents for 2023 the most important performance measure used to link compensation actually paid to our CEO and other NEOs to the Company’s performance. Adjusted EBITDA is a non-GAAP financial measure further defined under Annex A. |

  89. PAY VERSUS PERFORMANCE (“PVP”) DISCLOSURE

    Most Important Financial Measures. We are required to list the most important measures used by the Company to link compensation actually paid to our NEOs for 2023 to Company performance. Adjusted EBITDA. The only financial measure under RXO programs for 2023 was Adjusted EBITDA, which was the metric used in our STI program. For further information on our executive compensation program, please see the “Compensation Discussion and Analysis” section above. Relationship between Pay and Performance. We became a standalone public company in 2022. CAP, as required under SEC rules, reflects adjustments to the values of equity awards, including based on year-end stock prices, but does not reflect actual amounts paid out for those awards. As a result, CAP is impacted by stock price and so may have a relation to our TSR and peer group TSR, but other factors can also impact CAP. Net income is not a measure under our compensation program for 2023, but Adjusted EBITDA was the performance goal under our cash-based Annual Incentive Plan.

  90. PAY VERSUS PERFORMANCE (“PVP”) DISCLOSURE

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  91. PAY VERSUS PERFORMANCE (“PVP”) DISCLOSURE

    The following charts illustrate the relationship between CAP to our CEO and Non-CEO NEOs, and our Company’s TSR, Adjusted EBITDA and Net Income performance over the reporting period.

  92. PAY VERSUS PERFORMANCE (“PVP”) DISCLOSURE

    | 41 | ©2024 RXO, Inc. |

  93. Proposal 1: Election of Directors

    Proposal 1: Election of Directors Our Board of Directors has nominated for election at the Annual Meeting each of the following persons to serve as Class II directors until the 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Christine Breves Adrian Kingshott Each of Ms. Breves and Mr. Kingshott was initially appointed in connection with the spin-off. Information about the nominees is set forth above under the heading “Board of Directors and Corporate Governance—Directors.” In the event that any of these nominees is unable or declines to serve as a director at the time of the Annual Meeting, the proxies voting for his or her election will be voted for any nominee who is designated by the Board of Directors to fill the vacancy. As of the date of this Proxy Statement, we are not aware that any of the nominees is unable or will decline to serve as a director if elected.