DEF 14A of RXO, Inc.
Filed Apr 2, 2025 · FY20240001140361-25-011881
DIRECTORS
DIRECTORS Our Board of Directors currently consists of nine members. Following the 2025 Annual Meeting of Stockholders, our Board of Directors will consist of eight members. Our amended and restated certificate of incorporation provides for a classified board of directors, with members of each class serving one-year or three-year terms. We have three directors in Class I, three directors in Class II and three directors in Class III. Following the 2025 Annual Meeting of Stockholders, we will have two 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. Christine Breves, Troy Cooper and Adrian Kingshott (Class II directors) and Mary Kissel and Michelle Nettles (Class III directors) will stand for election at the 2025 Annual Meeting of Stockholders. Brad Jacobs, who is currently a Class III director, will not stand for election at the 2025 Annual Meeting of Stockholders. The terms of directors in Classes I, II and III end at the annual meetings in 2025 and 2026, as indicated below.
DIRECTORS
| Name | Age | Position | Class | | Brad Jacobs | 68 | Chairman of the Board | Class III – Expiring 2025 | | Michelle Nettles | 53 | Lead Independent Director | Class III – Expiring 2025 | | Mary Kissel | 48 | Vice Chairman | Class III – Expiring 2025 | | Drew Wilkerson | 41 | Chief Executive Officer and Director | Class I – Expiring 2026 | | Christine Breves | 69 | Director | Class II – Expiring 2025 | | Troy Cooper | 55 | Director | Class II – Expiring 2025 | | Adrian Kingshott | 65 | Director | Class II – Expiring 2025 | | Stephen Renna | 66 | Director | Class I – Expiring 2026 | | Thomas Szlosek | 61 | Director | Class I – Expiring 2026 |
DIRECTORS
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DIRECTORS
Set forth below is information regarding each of our directors and director nominees, including the experience, qualifications, attributes, or skills that led our Board to conclude that each should serve as a director.
DIRECTORS
| Brad Jacobs | Chairman and Director since 2022 | | Age: 68 | | | Brad Jacobs has served as non-executive chairman of our Board of Directors since November 2022. Mr. Jacobs will not stand for election at the 2025 Annual Meeting of Stockholders. Mr. Jacobs has been the chairman and chief executive officer of QXO, Inc. (NYSE: QXO), since June 2024. He has been the executive chairman of the board of directors of XPO, Inc. (XPO) since November 2022 and was previously chairman and chief executive officer from September 2011 to November 2022. Prior to XPO, Mr. Jacobs led two public companies: United Rentals, Inc. (NYSE: URI), which he founded in 1997, and United Waste Systems, Inc., which he founded in 1989. Mr. Jacobs served as chairman and chief executive officer of United Rentals for that company's first six years and as its executive chairman for an additional four years. He served eight years as chairman and chief executive officer of United Waste Systems. Mr. Jacobs has served as the non-executive chairman of the board of directors of GXO Logistics, Inc. (NYSE: GXO) since August 2021. | | | Board Committees: None | | | Other Public Company Boards: ▪ QXO, Inc. (NYSE: QXO) ▪ 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. | |
DIRECTORS
| Michelle Nettles | Lead Independent Director since 2022 | | Age: 53 | 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. As of January 2025, Ms. Nettles is also responsible for all legal and corporate governance functions for ManpowerGroup. 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 Nominating, Governance and Sustainability Committee ▪ Member of the Audit 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. | |
DIRECTORS
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DIRECTORS
| Mary Kissel | Vice Chairman since 2022 | | Age: 48 | 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. She began her career at Goldman Sachs. Additionally, Ms. Kissel served on the XPO board of directors prior to the completion of the RXO spin-off. Ms. Kissel currently serves on the board of QXO, Inc. (NYSE: QXO). She is a member of the Council on Foreign Relations, a director of The American Australian Council and a nonresident senior fellow at Hudson Institute. Ms. Kissel holds a master’s degree from the Johns Hopkins 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: ▪ QXO, Inc. (NYSE: QXO) | | | Ms. Kissel brings to the Board: ▪ Deep expertise in geopolitics, risk advisory, public policy and its impact on the business environment. ▪ Extensive experience in strategic communications, media and government affairs; and ▪ International background, with eight years on-the-ground experience in Europe and Asia. | |
DIRECTORS
| Drew Wilkerson | Director since 2022 | | Age: 41 | | | Drew Wilkerson has served as a director and chief executive officer of the company since November 1, 2022. Mr. Wilkerson is expected to be appointed as non-executive chairman of our Board of Directors immediately following the 2025 Annual Meeting of Stockholders. Mr. Wilkerson is a transportation industry veteran with 19 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. | |
DIRECTORS
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DIRECTORS
| Troy Cooper | Director since 2024 | | Age: 55 | Independent Director since 2025 | | Troy Cooper has served as a director of the Company since June 10, 2024. Mr. Cooper is a transportation industry veteran with over 12 years of experience in brokerage operations. He joined XPO in September 2011 as the SVP of Operations and launched the company’s flagship truck brokerage hub in Charlotte, North Carolina. In May 2014, he was promoted to Chief Operating Officer and CEO of XPO Logistics Europe where he led the business through a highly successful integration. In April 2018 he was named President of XPO’s global operations before retiring in January 2022. Prior to XPO Mr. Cooper served as the Vice President and Group Controller of United Rentals from 1997 to 2009 where he was instrumental in the integration of over 200 acquisitions in the US, Canada and Mexico. He was previously the Division Controller at United Waste Systems from 1996 to 1997 and worked to build an integrated organization in 25 states. Mr. Cooper began his career in public accounting at Arthur Anderson from 1991 to 1993. Mr. Cooper graduated from Marietta College with a degree in accounting. | | | Board Committees: ▪ Member of the Audit Committee ▪ Member of the Compensation Committee | | | Other Public Company Boards: None | | | Mr. Cooper brings to the Board: ▪ In-depth knowledge of the industry as a result of his executive leadership of XPO and leadership experience in strategic integration, operations, customers and markets; ▪ More than a decade in accounting management experience across different sectors and extensive public company experience as a president of a Fortune 500 company; and ▪ A deep understanding of the broader brokered transportation industry. | |
DIRECTORS
| Christine Breves | Independent Director since 2022 | | Age: 69 | | | 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 and several other functions including strategic materials and global procurement, S&OP, Information Technology, and commercial pricing. 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 global procurement, S&OP, and the USS railroad subsidiary, Transtar. The manufacturing support role included responsibility for information technology, corporate engineering, maintenance improvement, 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, procurement, and maintenance. 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 where she serves on the audit committee and the management development and compensation committee. She is a member of the board of directors of MPLX where she serves on the audit and conflicts committees. She is a past president of Goose Creek Rotary, 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 ▪ Member of the Nominating, Governance and Sustainability Committee | | | Other Public Company Boards: ▪ Sylvamo Corporation (NYSE: SLVM) ▪ MPLX LP (NYSE: MPLX) | | | Ms. Breves brings to the Board: ▪ Executive experience in strategy development, financial management and systems, capital allocation, business transformation, human capital management, risk management, procurement and supply chain, and manufacturing operations. | |
DIRECTORS
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DIRECTORS
| Adrian Kingshott | Independent Director since 2022 | | Age: 65 | | | 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: ▪ Chairman of the Compensation 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. | |
DIRECTORS
| Stephen Renna | Independent Director since 2022 | | Age: 66 | | | Stephen Renna has served as a director of the company since November 1, 2022. Stephen Renna is Principal of Federal Agency Finance Advisors, LLC since February 2025. The firm provides advisory services to companies seeking loans from various federal agencies. Prior to this he was a senior managing director with Ankura Consulting Group’s Global Strategic Advisory practice, a position he 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. | |
DIRECTORS
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DIRECTORS
| Thomas Szlosek | Independent Director since 2022 | | Age: 61 | | | 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. (NYSE: JBI) | | | Mr. Szlosek brings to the Board: ▪ More than three 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; and ▪ International background, with five years on-the-ground experience in Asia and Europe. | |
DIRECTORS
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Director Compensation
Director Compensation The following table sets forth information concerning the compensation of each person who served as a non-employee director of our company during 2024.
2024 Director Compensation Table(1)
2024 Director Compensation Table(1)
2024 Director Compensation Table(1)
| Name | Fees Earned in Cash ($)(2) | Stock Awards ($)(3)(4) | Total ($) | | Brad Jacobs | 80,000 | 185,437 | 265,437 | | Christine Breves | 80,000 | 185,437 | 265,437 | | Troy Cooper | 49,231(5) | 109,854 | 159,085 | | AnnaMaria DeSalva | 38,736(6) | 185,437(7) | 224,173 | | Adrian Kingshott | 85,437 | 185,437 | 270,874 | | Mary Kissel | 105,000 | 185,437 | 290,437 | | Michelle Nettles | 125,000 | 185,437 | 310,437 | | Stephen Renna | 80,000 | 185,437 | 265,437 | | Thomas Szlosek | 105,000 | 185,437 | 290,437 |
2024 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.” Mr. Wilkerson did not receive additional compensation for his service as a director. |
2024 Director Compensation Table(1)
| (2) The amounts reflected in this column represent the fees earned by the directors for their service during 2024. Because the fees are paid in arrears and fourth-quarter payments are received during the following calendar year, fees earned more accurately represent the compensation received by our directors. |
2024 Director Compensation Table(1)
| (3) The number of shares each non-employee director is granted is based on the average closing price for the 10 trading days preceding the grant date. The stock award values reflected in this column represent the grant date fair value of the awards made in 2024, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718 “Compensation-Stock Compensation” (“ASC 718”). For more information on assumptions used in the calculation of the grant date fair value, see Notes 2 and 14 to our audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. |
2024 Director Compensation Table(1)
| (4) As of December 31, 2024, the following non-employee directors held the following number of RXO RSUs: Mr. Cooper held 4,119 unvested RSUs; Mr. Kingshott held 126,260 fully vested deferred RSUs and 8,045 unvested RSUs; Mr. Szolsek held 11,537 fully vested deferred RSUs and 8,045 unvested RSUs; and Mr. Jacobs, Ms. Breves, Ms. Kissel, Ms. Nettles and Mr. Renna each held 8,045 unvested RSUs. The unvested RSUs listed above vested on January 2, 2025. |
2024 Director Compensation Table(1)
| (5) Mr. Cooper became a non-employee director on June 10, 2024. |
2024 Director Compensation Table(1)
| (6) Ms. DeSalva ceased service as a non-employee director on May 20, 2024. |
2024 Director Compensation Table(1)
| (7) Upon her separation as a director on May 20, 2024, Ms. DeSalva forfeited the stock award granted to her on January 2, 2024. |
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 receive an additional cash retainer of $25,000, $20,000 and $20,000, respectively, payable quarterly in arrears.
Director Compensation Policy
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Director Compensation Policy
Directors who are employees of our company do not receive additional compensation for service as members of either our Board of Directors or its committees. Changes to the compensation of our directors is subject to approval by our Board, based in part on the recommendation of the Compensation Committee. No other fees are paid to our directors for their attendance at or participation in meetings of our Board or its committees. We reimburse our directors for expenses incurred in the performance of their duties, including reimbursement for air travel and hotel expenses.
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation awarded to, earned by or paid to our NEOs for the year ended December 31, 2024.
Summary Compensation Table
| Name | Year | Salary ($)(1) | Bonus ($) | Stock Grants ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Drew Wilkerson Chief Executive Officer | 2024 | 659,500 | 0 | 6,514,251 | 497,250 | 23,386 | 7,694,387 | | | 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 | 2024 | 608,771 | 0 | 1,603,513 | 306,001 | 19,115 | 2,537,400 | | | 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 | 2024 | 532,673 | 0 | 1,453191 | 714,893 | 18,007 | 2,718,764 | | | 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 |
Summary Compensation Table
| (1) In 2022, salaries reflect the portion of the year in which the individuals were employed by us or, prior to the spin-off, by XPO. |
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 Notes 2 and 14 to our audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. For 2022, these grants were made by XPO prior to the spin-off. |
Summary Compensation Table
| (3) This column includes the annual STI payments for company performance during fiscal years 2022, 2023 and 2024, paid in early 2023, 2024 and 2025, 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. |
Summary Compensation Table
| (4) The 2024 amounts include the following: for Mr. Wilkerson, $13,800 in company-matching 401(k) contributions, $7,650 in paid time off, $1,000 in company-matching HSA contributions, and $936 in company payments of life insurance premiums; for Mr. Harris, $17,250 in company-matching 401(k) contributions, $1,000 in company-matching HSA contributions, and $865 in company payments of life insurance premiums; and for Mr. Firestone, $17,250 in company-matching 401(k) contributions and $757 in company payments for life insurance. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth additional details regarding grants of equity and non-equity plan-based awards. The table below includes awards that were granted by RXO in 2024, as described below.
Grants of Plan-Based Awards
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($) | | Name | Grant Date | Grant Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Drew Wilkerson | 3/22/2024 | PRSU(4) | - | - | - | 158,305 | 158,305 | 356,186 | - | 3,264,249 | | | 3/22/2024 | RSU | - | - | - | - | - | - | 158,305 | 3,250,002 | | | n/a | STI | 497,250 | 994,500 | 1,989,000 | - | - | - | - | - | | Jamie Harris | 3/22/2024 | PRSU(4) | - | - | - | 38,968 | 38,968 | 87,678 | - | 803,520 | | | 3/22/2024 | RSU | - | - | - | - | - | - | 38,967 | 799,993 | | | n/a | STI | 306,001 | 612,002 | 1,224,004 | - | - | - | - | - | | Jeff Firestone | 3/22/2024 | PRSU(4) | - | - | - | 35,315 | 35,315 | 79,459 | - | 728,195 | | | 3/22/2024 | RSU | - | - | - | - | - | - | 35,314 | 724,996 | | | n/a | STI | 267,750 | 535,500 | 1,071,000 | - | - | - | - | - |
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. |
Grants of Plan-Based Awards
| (2) Represents annual grants of PRSUs that will vest on March 22, 2027, based 100% on relative TSR versus the Comparator Index, generally subject to continued employment through the vesting date. The payout scale has a threshold starting at the 55th percentile and a maximum achievement at the 90th percentile, ranging from 0% payout below the 55th percentile and a cap of 225% at the 90th percentile. |
Grants of Plan-Based Awards
| (3) Represents annual grants of RSUs that will vest one-third on each of the first three anniversaries of the grant date. |
Grants of Plan-Based Awards
| (4) As described in the “Compensation Discussion and Analysis” section above, on April 5, 2024, the Committee approved the modification of the PRSU design and payout scale of the March 22, 2024, PRSU awards. RXO engaged a third-party consultant to conduct a revaluation of the awards using a Monte Carlo simulation technique in accordance with ASC Topic 718 requirements. The pre-modification fair value under the original design was higher than the post-modification fair value of the amended design, resulting in no incremental fair value to be reported in this table or the Summary Compensation Table. |
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, 2024. There were no stock option awards outstanding.
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 (#)(4) | Equity Incentive Plan Awards: Market or Payout Value Of Unearned Shares,Units or Other Rights That Have Not Vested ($)(2) | | Drew Wilkerson | 677,436(3) | 16,150,074 | 105,536 | 2,515,978 | | Jamie Harris | 293,470(5) | 6,996,325 | 25,978 | 619,316 | | Jeff Firestone | 178,788(6) | 4,262,306 | 25,543 | 608,945 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Upon the spin-off, 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 became a combination of XPO and RXO awards. Vesting of outstanding equity awards generally is subject to continued employment by the NEO on the applicable vesting date, subject to certain exceptions. |
Outstanding Equity Awards at Fiscal Year-End
| (2) The values reflected in this column were calculated using $23.84, the closing price of RXO stock on the NYSE on December 31, 2024, the last trading day of our fiscal year 2024. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Consists of (x) 278,795 PRSUs whose performance condition was satisfied upon the spin-off and continue to vest in equal installments on May 2, 2025, 2026 and 2027; (y) 74,932 PRSUs tied to 2024 RXO relative TSR versus the Comparator Index which was met at 142% of target and will vest on March 22, 2027; and (z) an aggregate of 323,709 RSUs with the following vesting dates: 80,867 on February 23, 2025; 2,105 on March 10, 2025; 52,769 on March 22, 2025; 1,565 on November 14, 2025; 80,867 on February 23, 2026; 52,768 on March 22, 2026; and 52,768 on March 22, 2027. |
Outstanding Equity Awards at Fiscal Year-End
| (4) Consists of PRSUs (at target performance level) which will vest on March 22, 2027, based on achievement of RXO relative TSR versus the Comparator Index in 2025 and 2026 (representing the remaining unearned tranches of the 2024 PRSUs). |
Outstanding Equity Awards at Fiscal Year-End
| (5) Consists of (x) 192,388 PRSUs whose performance condition was satisfied upon the spin-off and continue to vest in equal installments on September 23, 2025, 2026 and 2027; (y) 18,446 PRSUs tied to 2024 RXO relative shareholder return versus the Comparator Index which was met at 142% of target and will vest on March 22, 2027; and (z) an aggregate of 82,636 RSUs with the following vesting dates: 21,835 on February 23, 2025; 12,989 on March 22, 2025; 21,834 on February 23, 2026; 12,989 on March 22, 2026; and 12,989 on March 22, 2027. |
Outstanding Equity Awards at Fiscal Year-End
| (6) Consists of (x) 77,148 PRSUs whose performance condition was satisfied upon the spin-off and continue to vest in equal installments on August 22, 2025, 2026 and 2027; (y) 16,717 PRSUs tied to 2024 RXO relative shareholder return versus the Comparator Index which was met at 142% of target and will vest on March 22, 2027; and (z) an aggregate of 84,923 RSUs with the following vesting dates: 16,173 on February 23, 2025; 11,772 on March 22, 2025; 17,262 on August 31, 2025; 16,174 on February 23, 2026; 11,771 on March 22, 2026; and 11,771 on March 22, 2027. |
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 2024. There were no stock options exercised.
Option Exercises and Stock Vested
| | Stock Awards (1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Drew Wilkerson | 133,218 | 2,810,145 | | Jamie Harris | 53,898 | 1,342,302 | | Jeff Firestone | 46,294 | 1,204,695 |
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. |
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, 2024. 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.
Potential Payments Upon Termination or Change of Control
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Potential Payments Upon Termination or Change of Control
| Name and Event | Cash Severance Payment ($) | Continuation of Group Health Coverage ($) | Value of Accelerated Equity Awards ($) | Total ($) | | Drew Wilkerson | | | | | | Qualifying Termination(1) | 1,989,000 | 27,654 | 5,944,146 | 7,960,800 | | Qualifying CIC Termination(2) | 5,138,250 | 27,654 | 18,666,052 | 23,831,956 | | Disability(3) | | | 3,773,991 | 3,773,991 | | Death(4) | | | 18,666,052 | 18,666,052 | | Jamie Harris | | | | | | Qualifying Termination(1) | 1,224,004 | 18,436 | 1,533,007 | 2,775,447 | | Qualifying CIC Termination(2) | 3,060,010 | 18,436 | 7,615,616 | 10,694,062 | | Disability(3) | | | 1,988,018 | 1,988,018 | | Death(4) | | | 7,615,616 | 7,615,616 | | Jeff Firestone | | | | | | Qualifying Termination(1) | 1,071,000 | 4,100 | 1,307,767 | 2,382,867 | | Qualifying CIC Termination(2) | 2,677,500 | 4,100 | 4,823,547 | 7,505,147 | | Disability(3) | | | 1,919,501 | 1,919,501 | | Death(4) | | | 4,823,547 | 4,823,547 |
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. Under the equity award agreements, the vesting of a pro-rata amount of the outstanding equity awards is accelerated in the event of the NEO's Qualifying Termination. |
Potential Payments Upon Termination or Change of Control
| (2) A Qualifying CIC Termination means involuntary termination without cause, or resignation for good reason, following a change in control, resulting in the severance benefits described in the severance plan. Under the equity award agreements, the vesting of outstanding equity awards is accelerated in the event of the NEO's Qualifying CIC Termination. |
Potential Payments Upon Termination or Change of Control
| (3) Disability means permanent and total disability as determined under the Company’s long-term disability plan applicable to the NEO, or if there is no such plan applicable to the NEO, Disability means a determination of total disability by the Social Security Administration; provided that, in either case, the NEO's condition also qualifies as a disability for purposes of Section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended, with respect to any Award subject to Section 409A. Under certain award agreements, the vesting of equity awards is accelerated in the event of the NEO's termination of service due to Disability. |
Potential Payments Upon Termination or Change of Control
| (4) Under the equity award agreements, the vesting of equity awards is accelerated in the event of the NEO's death. |
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.
CEO PAY RATIO DISCLOSURE
| ▪ | The median employee was identified by calculating the 2024 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 2024. |
CEO PAY RATIO DISCLOSURE
| ▪ | For the purpose of this calculation, we looked at 7,526 RXO employees globally as of December 31, 2024, including 6,301 U.S. employees and 1,225 non-U.S. employees. This employee group included full-time and part-time employees. |
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 2024 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 $62,157 and the compensation for our company’s CEO was $7,694,387. Based on the above information, we reasonably estimate that for 2024 our CEO’s annual total compensation was approximately 124 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.
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.
Pay Versus Performance (“PVP”) Disclosure
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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 (Loss) (millions) (d) $ | Adjusted EBITDA (millions) (e) $ | | 2024 | 7,694,387 | 9,359,913 | 2,628,082 | 3,240,766 | 125.08 | 117.56 | (290) | 118 | | 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 |
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-CEO NEOs (which are Mr. Harris and Mr. Firestone for all years). |
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 (as described in the “Compensation Discussion and Analysis” section in the 2022 Proxy statement) are not included because they do not reflect compensation actually paid by RXO. |
Pay Versus Performance (“PVP”) Disclosure
| | CEO | | | Average Other NEOs | | | | | 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | | Total Compensation from SCT | $7,694,387 | $5,665,191 | $11,035,672 | $2,628,082 | $1,739,439 | $4,905,970 | | Adjustments for Equity Awards | | | | | | | | Adjustment for grant date values in the Summary Compensation Table | ($6,514,251) | ($5,000,007) | ($9,262,804) | ($1,528,352) | ($1,175,018) | ($3,499,382) | | Year-end fair value of unvested awards granted in the current year | $8,215,733 | $5,642,899 | $6,601,996 | $1,927,553 | $1,326,099 | 3,536,036 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $255,507 | $1,971,082 | n/a | $105,216 | $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 | ($291,463) | $123,859 | n/a | $108,267 | $49,334 | n/a | | Compensation Actually Paid (as calculated) | $9,359,913 | $8,403,024 | $8,374,864 | $3,240,766 | $2,997,271 | $4,942,624 |
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. |
Pay Versus Performance (“PVP”) Disclosure
| (d) Reflects after-tax net income attributable to stockholders prepared in accordance with GAAP for the year shown. |
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. |
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 2024 to Company performance. For further information on our executive compensation program, please see the “Compensation Discussion and Analysis” section above.
Pay Versus Performance (“PVP”) Disclosure
| ▪ | Adjusted EBITDA |
Pay Versus Performance (“PVP”) Disclosure
| ▪ | TSR (relative and absolute) |
Pay Versus Performance (“PVP”) Disclosure
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 generally fluctuates depending on stock price, which may track our TSR. Net income is not a measure under our compensation program for 2024, but Adjusted EBITDA was the performance goal under our cash-based Annual Incentive Plan.
Pay Versus Performance (“PVP”) Disclosure
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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.
Pay Versus Performance (“PVP”) Disclosure
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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 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified: