DEF 14A of RXO, Inc.
Filed Mar 30, 2026 · FY20250001140361-26-011983
DIRECTORS
DIRECTORS Our Board of Directors currently consists of eight members. Following the Annual Meeting, our Board of Directors will consist of eight members. The term of each of our current directors will expire at the Annual Meeting. All eight of our current directors will be elected to hold office for a one-year term expiring at the next annual meeting of stockholders and until their respective successors have been duly elected and qualified or until their earlier resignation or removal.
DIRECTORS
| Name | Age | Position | | Drew Wilkerson | 42 | Chief Executive Officer and Chairman of the Board | | Michelle Nettles | 54 | Lead Independent Director | | Mary Kissel | 49 | Vice Chairman | | Christine Breves | 70 | Director | | Troy Cooper | 56 | Director | | Adrian Kingshott | 66 | Director | | Stephen Renna | 67 | Director | | Thomas Szlosek | 62 | Director |
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
| Drew Wilkerson | Director since 2022 | | Age: 42 | | | Drew Wilkerson has served as a director and chief executive officer of the company since November 1, 2022. Mr. Wilkerson was appointed as chairman of our Board of Directors immediately following the 2025 Annual Meeting of Stockholders. Mr. Wilkerson is a transportation industry veteran with 20 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
| Michelle Nettles | Lead Independent Director since 2022 | | Age: 54 | Independent Director since 2022 | | Michelle Nettles has served as lead independent director of the company since November 1, 2022. She has served as the chief people and legal officer for ManpowerGroup Inc. since January 2025, with responsibility for all legal and corporate governance functions, and has served as global chief people and culture officer 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: ▪ Chair 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: 49 | Independent Director since 2022 | | Mary Kissel has served as a director of the company since November 1, 2022. Ms. Kissel is executive vice president and senior policy advisor with Stephens Inc. She joined Stephens in 2021, following her role as senior advisor to the U.S. Secretary of State. Earlier, during 14 years with The Wall Street Journal, she served on the editorial board in New York, and as editorial page editor for Asia-Pacific in Hong Kong. She began her career at Goldman Sachs. Ms. Kissel is a nonresident senior fellow at Hudson Institute, a member of the Council on Foreign Relations, and serves as a director of QXO, Inc., and the American Australian Council. Prior to the completion of the RXO spin-off, Ms. Kissel served on the XPO board of directors. 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
| Christine Breves | Independent Director since 2022 | | Age: 70 | | | 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, tax, treasury, investor relations, 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 after joining USS in 2013 as vice president and chief procurement officer. These roles included vice president and chief supply chain officer, and senior vice president - manufacturing support and chief supply chain officer. In addition to the finance areas, Breves had accountability for global procurement, S&OP, and the USS railroad subsidiary, Transtar and provided corporate engineering support for 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. | | | 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 finance and accounting, strategy development and execution, business transformation, operations and maintenance, supply chain, enterprise risk management, and human capital management. | |
DIRECTORS
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DIRECTORS
| Troy Cooper | Director since 2024 | | Age: 56 | 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 13 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 U.S., 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 Andersen 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
| Adrian Kingshott | Independent Director since 2022 | | Age: 66 | | | 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: ▪ Chair 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
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DIRECTORS
| Stephen Renna | Independent Director since 2022 | | Age: 67 | | | 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
| Thomas Szlosek | Independent Director since 2022 | | Age: 62 | | | 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 served as a director and chairman of the audit committee of Janus International Group, Inc. from June 2021 until August 2025 and has been a director and member of the audit committee of Seagate Technology Holdings plc since August 2025. He holds a bachelor’s degree from the State University of New York College at Geneseo. | | | Board Committees: ▪ Chair of the Audit Committee | | | Other Public Company Boards: ▪ Seagate Technology Holdings plc (NASDAQ: STX) | | | 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; ▪ Expertise with respect to capital allocation and mergers and acquisitions; 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 2025.
2025 Director Compensation Table(1)
2025 Director Compensation Table(1)
2025 Director Compensation Table(1)
| Name | Fees Earned in Cash ($)(2) | Stock Awards ($)(3)(4) | Total ($) | | Brad Jacobs(5) | 31,209 | 183,324 | 214,533 | | Christine Breves | 80,000 | 183,324 | 263,324 | | Troy Cooper | 80,000 | 183,324 | 263,324 | | Adrian Kingshott | 100,000 | 183,324 | 283,324 | | Mary Kissel | 105,000 | 183,324 | 288,324 | | Michelle Nettles | 125,000 | 183,324 | 308,324 | | Stephen Renna | 80,000 | 183,324 | 263,324 | | Thomas Szlosek | 105,000 | 183,324 | 288,324 |
2025 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. |
2025 Director Compensation Table(1)
| (2) The amounts reflected in this column represent the fees earned by the directors for their service during 2025. Because the fees are paid in arrears and fourth-quarter payments are received during the following calendar year, fees earned more accurately represent the compensation received by our directors. |
2025 Director Compensation Table(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 2025, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718 “Compensation-Stock Compensation” (“ASC Topic 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, 2025. |
2025 Director Compensation Table(1)
| (4) As of December 31, 2025, the following non-employee directors held the following number of unvested RXO RSUs: Ms. Breves held 7,745 unvested RSUs; Mr. Cooper held 7,745 unvested RSUs; Mr. Kingshott held 7,745 unvested deferred RSUs; Ms. Kissel held 7,745 unvested RSUs; Ms. Nettles held 7,745 unvested deferred RSUs; Mr. Renna held 7,745 unvested RSUs; and Mr. Szlosek held 7,745 unvested deferred RSUs. The unvested RSUs listed above vested on January 2, 2026, with settlement into shares promptly thereafter or deferred until a later date for deferred RSUs. |
2025 Director Compensation Table(1)
| (5) Mr. Jacobs ceased service as a non-employee director on May 21, 2025. Upon his separation as a director on May 21, 2025, Mr. Jacobs forfeited the stock award granted to him on January 2, 2025. |
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 chairman 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, Governance and Sustainability Committee each receive an additional cash retainer of $25,000, $20,000 and $20,000, respectively, payable quarterly in arrears. Directors who are employees of our company do not receive additional compensation for service as members of either our Board of Directors or its committees. Changes to the compensation of our directors is subject to approval by our Board, based in part on the recommendation of the Compensation Committee. No other fees are paid to our directors for their attendance at or participation in meetings of our Board or its committees. We reimburse our directors for expenses incurred in the performance of their duties, including reimbursement for air travel and hotel expenses.
DIRECTOR COMPENSATION POLICY
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Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation awarded to, earned by or paid to our NEOs for the year ended December 31, 2025.
Summary Compensation Table
| Name | Year | Salary ($) | Bonus ($) | Stock Grants ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3)(4) | Total ($) | | Drew Wilkerson Chairman and Chief Executive Officer | 2025 | 703,154 | 0 | 6,339,646 | 529,249 | 17,500 | 7,589,549 | | | 2024 | 659,500 | 0 | 6,514,251 | 497,250 | 17,250 | 7,688,251 | | | 2023 | 650,000 | 0 | 5,000,007 | 0 | 13,200 | 5,663,207 | | Jamie Harris Chief Financial Officer | 2025 | 612,002 | 0 | 1,560,545 | 306,001 | 17,500 | 2,496,048 | | | 2024 | 608,771 | 0 | 1,603,513 | 306,001 | 17,250 | 2,535,535 | | | 2023 | 600,002 | 0 | 1,350,017 | 0 | 13,035 | 1,963,054 | | Jeff Firestone Chief Legal Officer | 2025 | 535,500 | 0 | 1,072,879 | 267,750 | 17,500 | 1,893,629 | | | 2024 | 532,673 | 0 | 1,453,191 | 714,893 | 17,250 | 2,718,007 | | | 2023 | 525,000 | 0 | 1,000,018 | 0 | 0 | 1,525,018 |
Summary Compensation Table
| (1) 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, 2025. |
Summary Compensation Table
| (2) This column includes the annual STI payments, if any, for company performance during the applicable fiscal year paid early in the following year. See the “Compensation Discussion and Analysis” above for a description of this plan and performance for 2025. |
Summary Compensation Table
| (3) The 2025 amounts include the following: for Mr. Wilkerson, $17,500 in company-matching 401(k) contributions; for Mr. Harris, $17,500 in company-matching 401(k) contributions; and for Mr. Firestone, $17,500 in company-matching 401(k) contributions. |
Summary Compensation Table
| (4) Amounts reported in the “All Other Compensation” column for 2024 and 2023 have been revised to correct previously reported amounts and to conform to SEC disclosure requirements. The revised amounts reflect company matching contributions under the Company’s 401(k) plan, and certain broad-based employee benefits previously included have been removed. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth additional details regarding grants of equity and non-equity plan-based awards. The table below includes awards that were granted by RXO in 2025, as described below.
Grants of Plan-Based Awards
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($) | | Name | Grant Date | Grant Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Drew Wilkerson | 2/28/2025 | PRSU | — | — | — | 158,769 | 158,769 | 357,231 | — | 3,089,645 | | | 2/28/2025 | RSU | — | — | — | — | — | — | 158,769 | 3,250,001 | | | | STI | — | 1,058,498 | 2,116,996 | | | | | | | Jamie Harris | 2/28/2025 | PRSU | — | — | — | 39,082 | 39,082 | 87,935 | — | 760,536 | | | 2/28/2025 | RSU | — | — | — | — | — | — | 39,082 | 800,009 | | | | STI | — | 612,002 | 1,224,004 | | | | | | | Jeff Firestone | 2/28/2025 | PRSU | — | — | — | 26,869 | 26,869 | 60,456 | — | 522,871 | | | 2/28/2025 | RSU | — | — | — | — | — | — | 26,869 | 550,008 | | | | STI | — | 535,500 | 1,071,000 | | | | | |
Grants of Plan-Based Awards
| (1) Reflects the possible opportunity for an annual performance payout 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 February 28, 2028, 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
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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, 2025. There were no stock option awards outstanding.
Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Drew Wilkerson(2)(5) | 605,967 | 7,659,423 | 158,614 | 2,004,881 | | Jamie Harris(3)(6) | 233,598 | 2,952,679 | 39,043 | 493,504 | | Jeff Firestone(4)(7) | 134,734 | 1,703,038 | 29,683 | 375,193 |
Outstanding Equity Awards at Fiscal Year-End
| (1) The values reflected in these columns were calculated using $12.64, the closing price of RXO stock on the NYSE on December 31, 2025, the last trading day of our fiscal year 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (2) “Number of Shares or Units of Stock That Have Not Vested” for Mr. Wilkerson, consists of (x) 185,863 PRSUs whose performance condition was satisfied upon the spin-off and continue to vest in equal installments on May 2, 2026 and 2027; (y) 74,932 PRSUs representing the tranche of the 2024 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 345,172 RSUs with the following vesting dates: 80,867 vesting on February 23, 2026; 52,923 on February 28, 2026; 52,923 on February 28, 2027; 52,923 on February 28,2028; 52,768 vesting on March 22, 2026; and 52,768 vesting on March 22, 2027. |
Outstanding Equity Awards at Fiscal Year-End
| (3) “Number of Shares or Units of Stock That Have Not Vested” for Mr. Harris, consists of (x) 128,258 PRSUs whose performance condition was satisfied upon the spin-off and continue to vest in equal installments on September 26, 2026 and 2027; (y) 18,446 PRSUs representing the tranche of the 2024 PRSUs tied to 2024 RXO relative stockholder return versus the Comparator Index which was met at 142% of target and will vest on March 22, 2027; and (z) an aggregate of 86,894 RSUs with the following vesting dates: 21,834 on February 23, 2026; 12,989 on March 22, 2026; and 12,989 on March 22, 2027; 13,028 on February 28, 2026; 13,027 on February 28, 2027; and 13,027 on February 28, 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (4) “Number of Shares or Units of Stock That Have Not Vested” for Mr. Firestone, consists of (x) 51,432 PRSUs whose performance condition was satisfied upon the spin-off and continue to vest in equal installments on August 22, 2026 and 2027; (y) 16,717 PRSUs representing the tranche of the 2024 PRSUs tied to 2024 RXO relative stockholder return versus the Comparator Index which was met at 142% of target and will vest on March 22, 2027; and (z) an aggregate of 66,585 RSUs with the following vesting dates: 16,174 on February 23, 2026; 11,771 on March 22, 2026; and 11,771 on March 22, 2027; 8,957 on February 28, 2026; 8,956 on February 28, 2027; and 8,956 on February 28, 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (5) “Number of Unearned Shares, Units or Other Rights That Have Not Vested” for Mr. Wilkerson, consists of 52,768 PRSUs (at target performance level) which will vest on March 22, 2027, in an amount based on achievement of RXO relative TSR versus the Comparator Index in 2026 (representing the one remaining unearned tranche of the 2024 PRSUs) and 105,846 PRSUs (at target performance level) which will vest on February 28, 2028 in an amount based on achievement of RXO relative TSR versus the Comparator Index in 2026 and 2027 (representing the two remaining unearned tranches of the 2025 PRSUs). The portion of the 2024 and 2025 PRSUs which were based on achievement of RXO relative TSR versus the Comparator Index in 2025 did not meet the minimum performance requirements and were forfeited. |
Outstanding Equity Awards at Fiscal Year-End
| (6) “Number of Unearned Shares, Units or Other Rights That Have Not Vested” for Mr. Harris, consists of 12,989 PRSUs (at target performance level) which will vest on March 22, 2027, in an amount based on achievement of RXO relative TSR versus the Comparator Index in 2026 (representing the one remaining unearned tranche of the 2024 PRSUs) and 26,054 PRSUs (at target performance level) which will vest on February 28, 2028 in an amount based on achievement of RXO relative TSR versus the Comparator Index in 2026 and 2027 (representing the two remaining unearned tranches of the 2025 PRSUs). The portion of the 2024 and 2025 PRSUs which were based on achievement of RXO relative TSR versus the Comparator Index in 2025 did not meet the minimum performance requirements and were forfeited. |
Outstanding Equity Awards at Fiscal Year-End
| (7) “Number of Unearned Shares, Units or Other Rights That Have Not Vested” for Mr. Firestone, consists of 11,771 PRSUs (at target performance level) which will vest on March 22, 2027, in an amount based on achievement of RXO relative TSR versus the Comparator Index in 2026 (representing the one remaining unearned tranche of the 2024 PRSUs) and 17,912 PRSUs (at target performance level) which will vest on February 28, 2028 in an amount based on achievement of RXO relative TSR versus the Comparator Index in 2026 and 2027 (representing the two remaining unearned tranches of the 2025 PRSUs). The portion of the 2024 and 2025 PRSUs which were based on achievement of RXO relative TSR versus the Comparator Index in 2025 did not meet the minimum performance requirements and were forfeited. |
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 2025. 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 | 230,238 | 4,038,767 | | Jamie Harris | 98,954 | 1,639,325 | | Jeff Firestone | 70,923 | 1,262,855 |
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. |
Option Exercises and Stock Vested
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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, 2025. 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
| Name and Event | Cash Severance Payment ($) | Continuation of Group Health Coverage ($) | Value of Accelerated Equity Awards ($) | Total ($) | | Drew Wilkerson | | | | | | Qualifying Termination(1) | 2,250,000 | 27,664 | 3,689,565 | 5,967,229 | | Qualifying CIC Termination(2) | 5,812,500 | 27,664 | 11,000,238 | 16,840,402 | | Disability(3) | | | 8,502,511 | 8,502,511 | | Death(4) | | | 11,000,238 | 11,000,238 | | Jamie Harris | | | | | | Qualifying Termination(1) | 1,224,004 | 18,443 | 951,198 | 2,193,645 | | Qualifying CIC Termination(2) | 3,060,010 | 18,443 | 3,775,037 | 6,853,490 | | Disability(3) | | | 2,113,787 | 2,113,787 | | Death(4) | | | 3,775,037 | 3,775,037 | | Jeff Firestone | | | | | | Qualifying Termination(1) | 1,071,000 | 4,100 | 715,007 | 1,790,107 | | Qualifying CIC Termination(2) | 2,677,500 | 4,100 | 2,340,245 | 5,021,845 | | Disability(3) | | | 1,660,466 | 1,660,466 | | Death(4) | | | 2,340,245 | 2,340,245 |
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. For founder awards originally granted by XPO prior to the spin-off, a qualifying termination for pro-rated vesting includes a resignation under specified circumstances, representing the following amounts: Mr. Wilkerson $785,247; Mr. Harris $215,424; and Mr. Firestone $117,552. |
Potential Payments Upon Termination or Change of Control
| (2) A Qualifying CIC Termination means an 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 2025 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 2025. |
CEO PAY RATIO DISCLOSURE
| ▪ | For the purpose of this calculation, we looked at 6,870 RXO employees globally as of December 31, 2025, including 5,735 U.S. employees and 1,135 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 2025 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 $59,558 and the compensation for our company’s CEO was $7,589,549. Based on the above information, we reasonably estimate that for 2025 our CEO’s annual total compensation was approximately 127 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.
CEO PAY RATIO DISCLOSURE
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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
| | | | | | 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) $ | | 2025 | 7,589,549 | (3,452,934) | 2,194,838 | (1,080,824) | 66.32 | 128.37 | (100) | 109 | | 2024 | 7,688,251 | 9,353,777 | 2,626,771 | 3,239,455 | 125.08 | 117.56 | (290) | 118 | | 2023 | 5,663,207 | 8,401,040 | 1,744,036 | 3,001,868 | 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). As discussed in Footnote (4) to the SCT, amounts reported for 2024 and 2023 have been revised to correct previously reported amounts and to conform to SEC disclosure requirements. |
Pay Versus Performance (“PVP”) Disclosure
| (b) Amounts shown reflect “compensation actually paid” (or “CAP”) for the CEO and the average CAP for our non-CEO NEOs, calculated in accordance with SEC rules, including the impact of the aforementioned SCT revisions for 2024 and 2023. 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 | | | | | | 2025 | 2024 | 2023 | 2022 | 2025 | 2024 | 2023 | 2022 | | Total Compensation from SCT | $7,589,549 | $7,688,251 | $5,663,207 | $11,035,672 | $2,194,838 | $2,626,771 | $1,744,036 | $4,905,970 | | Adjustments for Equity Awards | | | | | | | | | | Adjustment for grant date values in the Summary Compensation Table | ($6,339,646) | ($6,514,251) | ($5,000,007) | ($9,262,804) | ($1,316,712) | ($1,528,352) | ($1,175,018) | ($3,499,382) | | Year-end fair value of unvested awards granted in the current year | $3,591,307 | $8,215,733 | $5,642,899 | $6,601,996 | $745,886 | $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 | ($6,874,084) | $255,507 | $1,971,082 | n/a | ($2,130,998) | $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 | ($1,420,060) | ($291,463) | $123,859 | n/a | ($573,838) | $108,267 | $49,334 | n/a | | Compensation Actually Paid (as calculated) | ($3,452,934) | $9,353,777 | $8,401,040 | $8,374,864 | ($1,080,824) | $3,239,455 | $3,001,868 | $4,942,624 |
Pay Versus Performance (“PVP”) Disclosure
| (c) Pursuant to SEC rules, TSR reflects the cumulative return on a $100 investment made on November 1, 2022, the date on which RXO became a standalone publicly traded company, through December 31, 2025, assuming reinvestment of dividends. As permitted by SEC rules, the peer group used for TSR comparison in this table is 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 2025 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 2025 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
| ▪ | Adjusted Free Cash Flow Conversion |
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 2025, but Adjusted EBITDA, Adjusted EBITDA conversion to Adjusted Free Cash Flow and Cost Synergy savings were the performance goals 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 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Drew Wilkerson Christine Breves Troy Cooper Adrian Kingshott Mary Kissel Michelle Nettles Stephen Renna Thomas Szlosek Pursuant to our Amended and Restated Certificate of Incorporation, our Board was classified with members of each class serving staggered one- or three-year terms until the Annual Meeting. Mr. Wilkerson, Mr. Renna and Mr. Szlosek were elected as Class I directors by our stockholders at our 2023 Annual Meeting of Stockholders for a term expiring at the Annual Meeting. Ms. Breves, Mr. Cooper and Mr. Kingshott were elected as Class II directors by our stockholders at our 2025 Annual Meeting of Stockholders for terms expiring at the Annual Meeting. Ms. Kissel and Ms. Nettles were elected as Class III directors by our stockholders at our 2025 Annual Meeting of Stockholders for terms expiring at the Annual Meeting. We have the following eight director nominees standing for election this year: Drew Wilkerson, Christine Breves, Troy Cooper, Adrian Kingshott, Mary Kissel, Michelle Nettles, Stephen Renna and Thomas Szlosek. Following the Annual Meeting, all of our directors will stand for election each year for one-year terms, and our Board is therefore no longer divided into three classes. 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.