DEF 14A of GXO Logistics, Inc.

Filed Apr 17, 2025 · FY20240001558370-25-004977

Open on EDGAR

2025 DIRECTOR NOMINEES
2025 DIRECTOR NOMINEES Our Board aims to create a highly skilled team of directors who provide our global company with thoughtful board oversight. When selecting new directors, our Board considers, among other things, the nominee’s breadth of experience, financial expertise, integrity, ability to make independent analytical inquiries, understanding of our business environment, skills in areas relevant to our growth drivers and willingness to devote adequate time to Board duties—all in the context of the needs of the Board at that point in time and with the objective of ensuring a variety of backgrounds, expertise and viewpoints. The composition of our director nominees is as follows:
2025 DIRECTOR NOMINEES
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2025 DIRECTOR NOMINEES
The following table provides summary information about each director nominee. Oren Shaffer, Gena Ashe, Clare Chatfield, Joli Gross and Malcolm Wilson will not stand for re-election at the Annual Meeting. Our directors will stand for election each year for one-year terms.
2025 DIRECTOR NOMINEES
| | | | | | Committee Memberships (Pending Election at Annual Meeting) | | | | | Name | Director Since | Age | Occupation | Independent | AC | CC | NCGSC | OEC | | Brad Jacobs | 2021 | 68 | Chairman and Chief Executive Officer of QXO, Inc. Executive Chairman of the board of directors of XPO, Inc. | Y | | | | | | Marlene Colucci | 2021 | 62 | Chief Executive Officer, The Business Council | Y | | ✓ | ✓ | | | Todd Cooper | If elected 2025 | 55 | President, Advanced Technology Solutions, Celestica, Inc. | Y | ✓ | C | | ✓ | | Matthew Fassler | 2023 | 54 | Chief Strategy Officer, QXO, Inc. | Y | ✓ | | | | | Julio Nemeth | If elected 2025 | 64 | Former Chief Product Supply Officer, The Procter & Gamble Company | Y | | | C | ✓ | | Jason Papastavrou, Ph.D. | 2021 | 62 | Founder and Chief Investment Officer, ARIS Capital Management, LLC. | Y | ✓ | | ✓ | | | Torsten Pilz, Ph.D. | If elected 2025 | 59 | Chief Supply Chain Officer, Honeywell International, Inc. | Y | | | | C | | Laura Wilkin | If elected 2025 | 60 | Founder and Chief Executive Officer, Excelerate Supply Chain Advisory Services | Y | | ✓ | | ✓ | | Kyle Wismans | If elected 2025 | 41 | Chief Financial Officer, XPO, Inc. | Y | C | | | |
2025 DIRECTOR NOMINEES
| AC = Audit Committee CC = Compensation Committee | NCGSC = Nominating, Corporate Governance and Sustainability Committee OEC = Operational Excellence Committee | C = Committee Chair ✓ = Committee Member |
2025 DIRECTOR NOMINEES
The following table provides a summary of the qualifications and experience of our director nominees.
DIRECTORS AND DIRECTOR NOMINEES
DIRECTORS AND DIRECTOR NOMINEES Our Board of Directors currently consists of nine (9) members. Following the Annual Meeting, our Board of Directors will consist of nine (9) members. Our amended and restated certificate of incorporation provides for a classified board of directors until the Annual Meeting. As a result, the term of each of our current directors will expire at the Annual Meeting. Four (4) of our current directors and five (5) new director nominees shall be elected to hold office for a one-year term expiring at the next annual meeting of stockholders and until their respective successors shall have been duly elected and qualified or until their earlier resignation or removal. Oren Shaffer, Gena Ashe, Clare Chatfield, Joli Gross and Malcolm Wilson will not stand for re-election at the Annual Meeting.
DIRECTORS AND DIRECTOR NOMINEES
| Name | Age | Position | Term | | Brad Jacobs | 68 | Non-Executive Chairman of the Board | Expiring 2025 | | Marlene Colucci | 62 | Vice Chair | Expiring 2025 | | Todd Cooper | 55 | Director Nominee | N/A | | Matthew Fassler | 54 | Director | Expiring 2025 | | Julio Nemeth | 64 | Director Nominee | N/A | | Jason Papastavrou, Ph.D. | 62 | Director | Expiring 2025 | | Torsten Pilz, Ph.D. | 59 | Director Nominee | N/A | | Laura Wilkin | 60 | Director Nominee | N/A | | Kyle Wismans | 41 | Director Nominee | N/A |
DIRECTORS AND DIRECTOR NOMINEES
Set forth below is information regarding each of our director nominees, including the experience, qualifications, attributes or skills that led our Board to conclude that each such nominee should serve as a director.
DIRECTORS AND DIRECTOR NOMINEES
| Brad Jacobs Age: 68 | Non-Executive Chairman and Director since 2021 Independent Director since 2024 | | Mr. Jacobs has served as non-executive chairman of our Board of Directors since August 2, 2021. Mr. Jacobs has been the Chairman of the board and Chief Executive Officer of QXO, Inc. (NYSE: QXO) since June 6, 2024. Mr. Jacobs has been the executive chairman of the board of directors at XPO, Inc. (NYSE: XPO) since November 1, 2022 and was previously chairman and chief executive officer from September 2011 to November 2022. Mr. Jacobs has served as the non-executive chairman of the board of directors of RXO, Inc. (NYSE: RXO) since November 1, 2022 and is not standing for re-election in 2025. Additionally, he is the managing member of Jacobs Private Equity, LLC and Jacobs Private Equity II, LLC. Prior to XPO, Mr. Jacobs led two public companies: United Rentals, Inc. (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. | | | Board Committees: None. | | | Other Public Company Boards: QXO, Inc., XPO, Inc. and RXO, Inc. | | | Mr. Jacobs brings to the Board: ▪ In-depth knowledge of GXO’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 experience as the chairman of the board of directors of several public companies. | |
DIRECTORS AND DIRECTOR NOMINEES
| Marlene Colucci Age: 62 | Vice Chair since 2021 Independent Director since 2021 | | Ms. Colucci has served as vice chair of our Board of Directors since August 2, 2021. Ms. Colucci has also served as a director of QXO, Inc. (NYSE: QXO) since June 6, 2024 and XPO, Inc. (NYSE: XPO) from February 7, 2019 to August 2, 2021, when she resigned to join GXO’s Board. She has served as the chief executive officer of The Business Council in Washington, D.C. since July 2013. Ms. Colucci also serves on the Board of Directors for the National Endowment for Democracy. Previously, from September 2005 to June 2013, she was executive vice president of public policy for the American Hotel & Lodging Association. From September 2003 to June 2005, she served in the White House as special assistant to President George W. Bush in the Office of Domestic Policy. In this role, she developed labor, transportation and postal reform policies and advised the president and his staff on related matters. Earlier, Ms. Colucci served as deputy assistant secretary with the U.S. Department of Labor’s Office of Congressional and Intergovernmental Affairs. Her law career includes more than 12 years with the firm of Akin Gump Strauss Hauer & Feld LLP, where she served as senior counsel. She holds a juris doctorate degree from the Georgetown University Law Center. | | | Board Committees: ▪ Member of Compensation Committee ▪ Member of Nominating, Corporate Governance and Sustainability Committee | | | Other Public Company Boards: QXO, Inc. | | | Ms. Colucci brings to the Board: ▪ Significant experience with public policy development, including labor and transportation policy, from over two decades of relevant government and private sector experience; and ▪ Meaningful perspectives on matters of corporate governance and business operations from her tenure leading the premier association of chief executive officers of the world’s most important business enterprises. | |
DIRECTORS AND DIRECTOR NOMINEES
| Todd Cooper | Director Nominee | | Age: 55 | | | Mr. Cooper has served as President, Advanced Technology Solutions of Celestica Inc. (NYSE: CLS) since January 2022, overseeing the strategy and execution of Celestica's aerospace and defense, capital equipment, healthtech, industrial, and smart energy businesses. Previously, Mr. Cooper served as Chief Operating Officer of Celestica from January 2018 to January 2022 and was responsible for driving operational and supply chain excellence, quality and technology innovation throughout the corporation, as well as for the enablement of processes that drive value creation. As part of his role, he also led the operations, supply chain, quality, global business services and information technology teams. Mr. Cooper has over 25 years of experience in operations leadership and advisory roles, including considerable experience in developing and implementing operational strategies to drive large-scale improvements for global organizations. Prior to joining Celestica, Mr. Cooper led supply chain, procurement, logistics, and sustainability value creation efforts at KKR & Co. L.P. (NYSE: KKR), a global investment firm. Prior to that, he served as Vice President of Global Sourcing in Honeywell’s Aerospace Division. Mr. Cooper previously held various management roles at Storage Technology Corporation, McKinsey & Company, and served as a Captain in the U.S. Army. Mr. Cooper holds a Bachelor of Science in Engineering from the U.S. Military Academy at West Point, a Master of Science in Mechanical Engineering from the Massachusetts Institute of Technology and an MBA from the MIT Sloan School of Management. | | | Board Committees: None. | | | Other Public Company Boards: None. | | | Mr. Cooper brings to the Board: ▪ Extensive experience in operations leadership and advisory roles, including considerable experience in developing and implementing operational strategies to drive large-scale improvements for global organizations; and ▪ Substantial industry expertise resulting from his service at Celestica. | |
DIRECTORS AND DIRECTOR NOMINEES
| Matthew Fassler Age: 54 | Director since 2023 Independent Director since 2024 | | Mr. Fassler has served as a director of the company since October 11, 2023. Mr. Fassler is the Chief Strategy Officer of QXO, Inc. (NYSE: QXO). Previously, Mr. Fassler served as Chief Strategy Officer of XPO, Inc. from 2018 through 2022, overseeing the company’s strategy, capital structure, investor relations and analysis of growth opportunities. Prior to XPO, Mr. Fassler spent more than 20 years at Goldman Sachs in Global Investment Research as a Managing Director and Business Unit Leader for the consumer sector from 2007 through 2018, and Managing Director, Co-Business Unit Leader for the retail sector from 2004 through 2007. Mr. Fassler held various other positions at Goldman Sachs from 1992 through 2004. Mr. Fassler holds a Bachelor of Arts degree from Yale University. | | | Board Committees: Member of Audit Committee. | | | Other Public Company Boards: None. | | | Mr. Fassler brings to the Board: ▪ Extensive knowledge from over two decades of senior executive experience, including his service as a managing director and business unit leader, with responsibility for the broader consumer sector at Goldman Sachs; and ▪ Expertise related to market dynamics in the e-commerce and consumer sectors. | |
DIRECTORS AND DIRECTOR NOMINEES
| Julio Nemeth | Director Nominee | | Age: 64 | | | Mr. Nemeth has served on the Board of Directors of Boston Beer Company Inc.’s (NYSE: SAM), one of the largest and most respected craft brewers in the United States, since January 2020. Mr. Nemeth has served on the Board of Directors of WK Kellogg Co (NYSE: KLG), a cereal manufacturer and distributor, since November 2023. Mr. Nemeth previously served as Chief Product Supply Officer at Procter & Gamble, a consumer goods corporation (NYSE: PG), from May 2019 until his retirement in June 2023. He also served as the Executive Sponsor of the Hispanic Leadership Team and the People with Disabilities Network at P&G. He held numerous senior roles with P&G since 1990, including President, Global Business Services from January 2015 to April 2019 and Senior Vice President, Product Supply, Global Operations from July 2013 to December 2014. Prior to his time at P&G, he served as a Project Engineer for Union Carbide Corporation in Brazil from 1987 to 1990 and as a Design Engineer for Fabirnor Argentina from 1984 to 1987. Mr. Nemeth holds a Bachelor of Science in Naval Engineering from Universidad de Buenos Aires in Argentina and a Master of Business Administration from Fundação Getulio Vargas in Brazil. | | | Board Committees: None. | | | Other Public Company Boards: Boston Beer Company Inc. and WK Kellogg Co. | | | Mr. Nemeth brings to the Board: ▪ In-depth knowledge in manufacturing and supply chain, public company leadership, and accounting and financial acumen; ▪ Corporate governance expertise from serving as director of various public companies; and ▪ Substantial industry expertise resulting from his service leading supply chain for a global consumer products company. | |
DIRECTORS AND DIRECTOR NOMINEES
| Jason Papastavrou, Ph.D. | Independent Director since 2021 | | Age: 62 | | | Dr. Papastavrou has served as a director of the company since August 2, 2021. Dr. Papastavrou also served as a director of XPO from September 2, 2011 to August 2, 2021, when he resigned to join GXO’s Board, and has served as lead independent director of Chicago Atlantic Real Estate Finance, Inc. (NASDAQ: REFI) since December 2021 and as director of Chicago Atlantic BDC Inc. (NASDAQ: LIEN) since October 2024. He founded ARIS Capital Management, LLC in 2004 and serves as its chief investment officer. Previously, Dr. Papastavrou was the founder and managing director of the Fund of Hedge Funds Strategies Group of Banc of America Capital Management (BACAP), president of BACAP Alternative Advisors and a senior portfolio manager with Deutsche Asset Management. He was a tenured professor at Purdue University School of Industrial Engineering and holds a doctorate in electrical engineering and computer science from the Massachusetts Institute of Technology. Dr. Papastavrou served on the board of directors of United Rentals, Inc. (NYSE: URI) from April 2005 to May 2020. | | | Board Committees: ▪ Chair of Compensation Committee ▪ Member of Nominating, Corporate Governance and Sustainability Committee | | | Other Public Company Boards: Chicago Atlantic Real Estate Finance, Inc. and Chicago Atlantic BDC Inc. | | | Dr. Papastavrou brings to the Board: ▪ Significant financial and accounting expertise, including prior service on public company audit committees; and ▪ Extensive experience with finance and risk-related matters from holding senior positions at investment management firms. | |
DIRECTORS AND DIRECTOR NOMINEES
| Torsten Pilz, Ph.D. | Director Nominee | | Age: 59 | | | Dr. Pilz has been appointed Group President, Enterprise Supply Chain of 3M Company (NYSE: MMM), an American multinational conglomerate operating in the fields of industry, worker safety, and consumer goods, effective May 2025. Dr. Pilz has served as Senior Vice President and Chief Supply Chain Officer of Honeywell International, Inc. (NASDAQ: HON), an integrated operating company serving a broad range of industries and geographies around the world, from July 2018 through his appointment with 3M Company, overseeing the integrated supply chain of Honeywell, including procurement and driving improvements in plant efficiency and working capital while continuing to enhance quality and delivery. Prior to Honeywell, Dr. Pilz served as Vice President, Supply Chain, for SpaceX, where he was responsible for planning, purchasing, material management and logistics from January 2017 to July 2018. He built and developed a team that supported dozens of launches a year as well as the development and production of the Falcon and Falcon Heavy Rockets, the Dragon Spacecraft and the SpaceX satellite program. Prior to SpaceX, Dr. Pilz served as Vice President, Worldwide Operations, at Amazon.com Inc. (NASDAQ: AMZN) from October 2013 to January 2017. Before that, Dr. Pilz spent eight years at Henkel AG & Co. in a series of roles, culminating in his assignment as Senior Vice President, Global Operations, and Chief Executive Officer, Schwarzkopf & Henkel Production Europe GmbH. He also worked at Strategy& at PWC and Clariant AG. Dr. Pilz holds a Bachelor of Science and Master of Science, followed by a doctorate in chemical engineering from the Karlsruhe Institute of Technology in Germany. | | | Board Committees: None. | | | Other Public Company Boards: None. | | | Dr. Pilz brings to the Board: ▪ Substantial industry expertise resulting from his service at Honeywell, SpaceX and Amazon; and ▪ Significant exposure to multinational corporate environments, including experience across the principal European markets where the company operates. | |
DIRECTORS AND DIRECTOR NOMINEES
| Laura Wilkin | Director Nominee | | Age: 60 | | | Ms. Wilkin is the founder and Chief Executive Officer of Excelerate Supply Chain Advisory Services since January 2025 and serves on the advisory board of Vorto, a private-equity-backed, AI-enabled transportation platform, since December 2024. With more than 30 years of executive and management consulting experience in omnichannel retail and e-commerce, Ms. Wilkin has developed deep expertise in supply chain, operations, technology and industrial real estate. Ms. Wilkin currently serves as co-chair of the retail, consumer, hospitality and transportation committee of WomenExecs on Boards, a Harvard affiliated non-profit. She previously served on the board of directors of Industrial Logistics Properties Trust (NASDAQ: ILPT), a publicly traded REIT, from February 2020 to September 2020, and the board of directors and sourcing committee of Second Harvest Food Bank of Orange County. Most recently Ms. Wilkin served as Vice President Global Supply Chain and Industrial Real Estate at Amazon.com Inc. (NASDAQ: AMZN), from September 2020 to March 2023, where she helped the company double its global fulfillment network to accommodate massive COVID-19-driven growth. Prior to Amazon, she served as Chief Supply Chain Officer at Petco Health and Wellness Company Inc (NASDAQ: WOOF) from 2018 to 2019 and she held various leadership roles at Walmart Inc. (NYSE: WMT) from 2010 to 2017, including as Sr. Vice President of Logistics. In these roles she gained significant experience leading strategy and transformational initiatives, managing multi-billion dollar P&Ls, overseeing a global real estate portfolio and leading large, global teams in both union and non-union environments. Ms. Wilkin holds a Bachelor of Science in decision science from Indiana University’s Kelley School of Business. She is certified as a Qualified Risk Director® by the Directors and Chief Risk Officers Institute. | | | Board Committees: None. | | | Other Public Company Boards: None. | | | Ms. Wilkin brings to the Board: ▪ Extensive executive and management consulting experience with a deep expertise in supply chain, operations, technology and industrial real estate; and ▪ Substantial industry experience in logistics, retail and e-commerce in global corporate environments, including experience at Walmart and Amazon. | |
DIRECTORS AND DIRECTOR NOMINEES
| Kyle Wismans | Director Nominee | | Age: 41 | | | Mr. Wismans has served as Chief Financial Officer of XPO, Inc.’s (NYSE: XPO) since August 2023. Previously, he served as senior vice president, revenue management and finance of XPO from March 2023 to August 2023, and additionally held the role of XPO's senior vice president, financial planning and analysis from September 2019 to March 2023. Mr. Wismans has held numerous senior financial positions during his 19-year career with global public companies. Prior to XPO, he was an executive with General Electric Company (NYSE: GE) and Baker Hughes Co (NASDAQ: BKR), holding leadership positions as head of global financial planning and analysis for two divisions and chief financial officer for a global GE business. He also held senior roles on GE’s global audit staff. Mr. Wismans holds a degree in business administration from the University of Michigan, Stephen M. Ross School of Business. | | | Board Committees: None. | | | Other Public Company Boards: None. | | | Mr. Wismans brings to the Board: ▪ Senior financial leadership experience gained through his roles with XPO, GE and Baker Hughes; and ▪ Financial expertise related to his qualifications as an “audit committee financial expert” under SEC regulations. | |
SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF DIRECTORS AND DIRECTOR NOMINEES
SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF DIRECTORS AND DIRECTOR NOMINEES
SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF DIRECTORS AND DIRECTOR NOMINEES
| | Brad Jacobs | Marlene Colucci | Todd Cooper | Matthew Fassler | Julio Nemeth | Jason Papastavrou, Ph.D. | Torsten Pilz, Ph.D. | Laura Wilkin | Kyle Wismans | | BUSINESS OPERATIONS experience provides a practical understanding of developing, implementing and assessing our operating plan and business strategy. | | | | | | | | | | | CORPORATE GOVERNANCE experience bolsters Board and management accountability, transparency and a focus on stockholder interests. | | | | | | | | | | | CUSTOMER SERVICE experience brings an important perspective to our Board, given the importance of customer retention to our business model. | | | | | | | | | | | ENVIRONMENTAL SUSTAINABILITY AND CORPORATE RESPONSIBILITY experience allows our Board’s oversight to guide our long-term value creation for stockholders in a way that is sustainable. | | | | | | | | | | | EFFECTIVE CAPITAL ALLOCATION experience is crucial to our Board’s evaluation of our financial statements and capital structure. | | | | | | | | | | | CRITICAL ANALYSIS OF CORPORATE FINANCIAL STATEMENTS AND CAPITAL STRUCTURES experience assists our directors in overseeing our financial reporting and internal controls. | | | | | | | | | | | HUMAN RESOURCE MANAGEMENT experience allows our Board to further our goals of making GXO an inclusive workplace and aligning human resources objectives with our strategic and operational priorities. | | | | | | | | | | | MULTINATIONAL CORPORATE MANAGEMENT experience informs the Board’s strategic thinking, given the global nature of our business. | | | | | | | | | | | SALES AND MARKETING experience helps our Board assist with our business strategy and with developing new services and operations. | | | | | | | | | | | MERGERS AND ACQUISITIONS, INTEGRATION AND OPTIMIZATION experience helps our company identify the optimal strategic opportunities for profitable growth and realize synergies. | | | | | | | | | | | LOGISTICS INDUSTRY experience is important in understanding our competitive environment and market positioning. | | | | | | | | | | | RISK MANAGEMENT experience is critical to our Board’s role in overseeing the risks facing our company, including mitigation measures. | | | | | | | | | | | TALENT MANAGEMENT AND ENGAGEMENT experience helps our company attract, motivate and retain top candidates for leadership roles and innovation teams. | | | | | | | | | | | TECHNOLOGY AND INFORMATION SYSTEMS experience provides valuable insights as we continually seek to enhance customer outcomes and internal operations. | | | | | | | | | |
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
2024 Director Compensation Table
2024 Director Compensation Table
| | Fees Earned | Stock | | | Name | in Cash(1) | Awards(2) | Total | | Brad Jacobs(3) | $80,000 | $269,294 | $349,294 | | Marlene Colucci(4) | $105,000 | $269,294 | $374,294 | | Oren Shaffer(5) | $130,000 | $269,294 | $399,294 | | Gena Ashe(6) | $80,000 | $269,294 | $349,294 | | Clare Chatfield(7) | $80,000 | $269,294 | $349,294 | | Matthew Fassler(8) | $77,826 | $269,294 | $347,120 | | Joli Gross(9) | $100,000 | $269,294 | $369,294 | | Jason Papastavrou Ph.D.(10) | $100,000 | $269,294 | $369,294 |
2024 Director Compensation Table
| (1) 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
| (2) The amounts 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 further discussion of the assumptions used in the calculation of the grant date fair value, please see “Notes to Consolidated Financial Statements—Note 13. Stock-Based Compensation” of our company’s Annual Report on Form 10-K for the year ended December 31, 2024. |
2024 Director Compensation Table
| (3) As of December 31, 2024, Mr. Jacobs held 4,899 RSUs. As of the Record Date, Mr. Jacobs beneficially owned a total of 1,697,045 shares of our common stock as disclosed in this Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.” |
2024 Director Compensation Table
| (4) As of December 31, 2024, Ms. Colucci held 4,899 RSUs. As of the Record Date, Ms. Colucci beneficially owned a total of 19,279 shares of our common stock as disclosed in this Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.” |
2024 Director Compensation Table
| (5) As of December 31, 2024, Mr. Shaffer held 4,899 RSUs. As of the Record Date, Mr. Shaffer beneficially owned a total of 102,858 shares of our common stock as disclosed in this Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.” |
2024 Director Compensation Table
| (6) As of December 31, 2024, Ms. Ashe held 4,899 RSUs. As of the Record Date, Ms. Ashe beneficially owned a total of 8,763 shares of our common stock as disclosed in this Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.” |
2024 Director Compensation Table
| (7) As of December 31, 2024, Ms. Chatfield held 4,899 RSUs. As of the Record Date, Ms. Chatfield beneficially owned a total of 8,928 shares of our common stock as disclosed in this Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.” |
2024 Director Compensation Table
| (8) As of December 31, 2024, Mr. Fassler held 4,899 RSUs. As of the Record Date, Mr. Fassler beneficially owned a total of 2,165 shares of our common stock as disclosed in this Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.” |
2024 Director Compensation Table
| (9) As of December 31, 2024, Ms. Gross held 4,899 RSUs. As of the Record Date, Ms. Gross beneficially owned a total of 9,467 shares of our common stock as disclosed in this Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.” |
2024 Director Compensation Table
| (10) As of December 31, 2024, Dr. Papastavrou held 4,899 RSUs. As of the Record Date, Dr. Papastavrou beneficially owned a total of 239,288 shares of our common stock as disclosed in this Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.” |
2024 Director Compensation Table
The compensation of our directors is subject to approval by our Board and is based, in part, on the recommendation of the Compensation Committee. Our compensation consultants reviewed and provided recommendations regarding our non-management director compensation program including cash and equity compensation. Directors who are employees of our company do not receive additional compensation for service as members of either our Board or its committees. For service during calendar year 2024, our non-employee directors received an annual cash retainer of $80,000, payable quarterly in arrears, and time-based RSUs (“Time-Based RSUs”) with a grant date fair value of $269,294, which includes $190,000 representing the annual equity retainer. In December 2023, upon the recommendation of the compensation consultant, the Board amended the non-employee director compensation program changing the annual grant date of the Time-Based RSUs from the first business day of the calendar year to the date of the annual meeting of stockholders. During 2024, grants of Time-Based RSUs were made on January 2, 2024, which was the first business day of the calendar year (the “January RSU Grant”), and May 21, 2024, which was the date of the 2024 Annual Meeting of Stockholders (the “May RSU Grant”). The number of units for the one-time January RSU Grant was determined by dividing $79,167, which represented 5/12 of the regular annual equity grant, by the average of the closing prices of the company’s common stock on the ten trading days immediately preceding the date of the January RSU Grant. The number of units for the annual May RSU Grant was determined by dividing $190,000 by the average of the closing prices of the company’s common stock on the ten trading days immediately preceding the date of the May RSU Grant. The vice chair of the Board received an additional $25,000 annual cash retainer, payable quarterly in arrears. The lead independent director also received an additional $25,000 annual cash retainer, payable quarterly in arrears. The chairs of our Audit Committee, our Compensation Committee and our Nominating, Corporate Governance and Sustainability Committee each received an additional cash retainer of $25,000, $20,000 and $20,000, respectively, payable quarterly in arrears. As of the first quarter of 2025, the non-executive chairman will receive an additional (i) $100,000 annual cash retainer, payable quarterly in arrears and (ii) $50,000 worth of Time-Based RSUs as determined by dividing $50,000 by the average of the closing prices of the company's common stock on the ten trading days immediately preceding the annual grant date. Effective May 13, 2025, the chair of our Operational Excellence Committee will receive an additional cash retainer of $20,000, payable quarterly in arrears. 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. In 2022, our Board adopted a stock ownership policy establishing guidelines and stock retention requirements that apply to our non-employee directors and executive officers. Non-employee directors are subject to a stock ownership guideline of six (6) times the annual cash retainer. To determine compliance with these guidelines, generally, common stock held directly or indirectly and unvested restricted stock units subject solely to time-based vesting count toward meeting the stock ownership guidelines. 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 have been exercised, as applicable. Until the guidelines are met, 70% of shares received upon settlement of equity-based awards are required to be retained by the director. Under the policy, a newly appointed director is required to reach the required ownership level no later than five years from the date of his or her appointment. As of the date of this proxy, all of our non-employee directors were in compliance with our stock ownership policy.
EXECUTIVE SUMMARY
| ■ | In order to emphasize the importance of new business to future profitability, Net New Business was added as a metric to the Annual Short-Term Incentive Plan. |
EXECUTIVE SUMMARY
| ■ | Operating ROIC was added as a modifier metric to the Long-Term Incentive Plan. This metric increases shareholder alignment, strengthens the long-term focus of the plan, and recognizes the significance of the NEOs in influencing capital investment decisions. |
OUR COMPENSATION PHILOSOPHY AND EXECUTIVE COMPENSATION PROGRAM OBJECTIVES
| ■ | Ensure that each executive receives market-competitive total compensation that drives performance and encourages his or her long-term retention through business and individual performance assessments. |
OUR COMPENSATION PHILOSOPHY AND EXECUTIVE COMPENSATION PROGRAM OBJECTIVES
| ■ | Set ambitious targets that incentivize our executives to drive long-term stockholder value creation without unnecessary risk. |
OUR COMPENSATION PHILOSOPHY AND EXECUTIVE COMPENSATION PROGRAM OBJECTIVES
| ■ | Align the interests of our executives with those of our stockholders by emphasizing high growth and high returns in our long-term, performance-based incentives. |
COMPENSATION GOVERNANCE HIGHLIGHTS
| WHAT WE DO | WHAT WE DON’T DO | | Significant emphasis on variable compensation. Our executive compensation program is heavily weighted toward variable compensation, including long-term incentives that are primarily performance-based and annual short-term cash incentives. This allows the Committee to closely align total compensation values with both company and individual performance on an annual and long-term basis. | No excessive perquisites. We limit our executive perquisites to remain consistent with our pay for performance philosophy. Except in limited circumstances, our NEOs have no relocation benefits or supplemental pension or retirement savings beyond what is provided broadly to all GXO employees. In addition, our NEOs have no perquisites such as personal use of company aircraft, executive health services, club memberships, stipends or financial planning services. | | Substantial portion of compensation subject to creation of stockholder value. Performance-based awards are, and have been, subject to meaningful stock price and/or financial-related performance goals measured over service-based vesting periods. The Committee also continually reviews the full portfolio of GXO stockholdings for each NEO to ensure there is a sufficient amount of compensation at risk and aligned with stockholder returns and value creation while sustaining the NEO’s focus on the company’s strategic objectives. | No pledging or hedging of company stock without preclearance. Under our Insider Trading Policy, our company’s directors and executive officers, including the NEOs, are prohibited from pledging or holding company securities in a margin account without preclearance. In addition, without preclearance, they are prohibited from engaging in hedging transactions such as prepaid variable forwards, equity swaps, collars and exchange funds or any other transactions that are designed to hedge or offset, or have the effect of hedging or offsetting, any decrease in the market value of company equity securities. | | Stock ownership policies. The Board has established stock ownership guidelines and stock retention requirements that encourage the strong ownership mindset that exists among our executives. | No guaranteed annual salary increases or bonuses. Salary increases are not guaranteed annually and are benchmarked against market data. We do not guarantee bonus payouts. | | Clawback policy. Our NEOs are subject to clawback restrictions with respect to long-term and annual short-term incentive compensation. | No stock option repricing or discounted exercise price. Our company’s equity incentive plan does not permit either stock option repricing without stockholder approval or stock option awards with an exercise price below fair market value. | | Restrictive covenants. Our NEOs are subject to comprehensive non-competition and other restrictive covenants. | No golden parachute excise tax gross-ups. GXO does not provide golden parachute excise tax gross-ups. | | Engage with stockholders. Our Board values stockholder feedback and carefully considers investor perspectives for incorporation into its decision-making process around governance, compensation and sustainability practices. | No consultant conflicts. The Committee retains an independent compensation consultant who performs services only for the Committee, as described in more detail below under the heading “Role of the Committee’s Independent Compensation Consultant.” |
NEO Compensation-Setting Process
| | Key Factors Considered in Determining Executive Compensation | | 1 | The company’s financial results relative to publicly disclosed targets for 2024 ■ Our compensation programs pay for performance while safeguarding against excessive risk through risk oversight measures built into the plan. Our senior executives established rigorous goals for Adjusted EBITDA, Free Cash Flow, Organic Revenue and Net New Business that were approved by the Committee. Progress against these goals was reviewed with the Board periodically throughout the year. Performance against these goals was considered by the Committee when determining annual incentive payouts. | | 2 | Analysis of total reward levels relative to our core peer group and general industry ■ The Committee, with input from management and its independent compensation consultant, established the compensation peer group used in benchmarking executive compensation levels to ensure that the peer companies reflect realistic characteristics comparable to GXO. ■ The companies comprising the compensation peer group have similar or adjacent business models and source talent from the same labor pools as GXO. In determining the peer group, the following factors were considered: (i) whether the company is publicly traded on a major U.S. stock exchange, (ii) whether the company is within a revenue range comparable to GXO, (iii) whether the company is operating in an industry similar or adjacent to logistics and (iv) whether the company has displayed a degree of peer similarity. ■ Additionally, the Committee reviews general industry market data for similarly sized companies based on revenue as a secondary reference. Given the significant number of senior executives hired from outside the transportation and logistics industry, general industry market data contributes to a comprehensive view of the market landscape. ■ The combined consideration of the compensation peer group and general industry data ensures a balanced view of operating characteristics and performance comparability to GXO. | | 3 | Annual review of executive compensation program design ■ Our programs are designed to offer competitive total compensation opportunity to attract, retain and motivate leaders. The primary component of compensation is equity-based with multi-year vesting schedules that align to business strategy. Our compensation program and plans are flexible and permit the use of a variety of compensation elements and varying terms. The Committee, with input from management and its independent compensation consultant, conduct an annual assessment of the design, performance metrics and goals under our variable incentive plans. In administering these programs each year, the Committee determines which types of awards to grant, the financial measures and performance goals (if any) to apply to the awards, the performance period(s) (if any), and the mix of awards to be granted to the NEOs. | | 4 | The current value of realized and future realizable payouts of previously awarded stock compensation ■ Stock-based compensation represents a significant portion of total realizable pay, and as a result, the Committee evaluates the current value of GXO stockholdings to assess whether there is sufficient compensation at risk of forfeiture and value fluctuation tied to the company’s performance. |
GXO Compensation Peer Group
GXO Compensation Peer Group The Committee, with input from management and its independent compensation consultant, developed a compensation peer group consisting of 18 companies to assist in making 2024 compensation decisions. A number of screening criteria were used to determine the selected companies as detailed in the table above. Our compensation peer group had 2023 annual revenues ranging from $0.49 billion to $90.96 billion with median revenues of $9.00 billion. Our 2023 revenue of $9.78 billion positioned GXO at the 60th percentile of our compensation peer group. The Committee does not tie NEO compensation to any particular level in comparison to the peer group. Instead, the compensation benchmark data is used to ensure our compensation remains market-competitive. For 2024 compensation decisions, the compensation peer group consisted of the companies below.
GXO Compensation Peer Group
| Americold Realty Trust, Inc. | Flex Ltd. | | Aspen Technology, Inc. | Iron Mountain Incorporated | | Avnet, Inc. | Pitney Bowes Inc. | | C.H. Robinson Worldwide, Inc. | Rockwell Automation, Inc. | | Celestica Inc. | Rollins, Inc. | | Cintas Corporation | Ryder System, Inc. | | Emerson Electric Co. | Sanmina Corporation | | Expeditors International of Washington, Inc. | The Descartes Systems Group Inc. | | FedEx Corporation | United Parcel Service, Inc. |
Annual Short-Term Incentive Target Opportunity
Annual Short-Term Incentive Target Opportunity Our short-term incentive program provides cash compensation that is at risk and contingent on the achievement of financial goals. It is designed to reward annual performance that supports the company's strategy and results. Each NEO is eligible for a target short-term incentive (“STI”) amount. In consultation with the independent compensation consultant, the Committee reviewed market and peer data to determine the STI target opportunity for our NEOs. The Target STI Opportunity percentage of Mr. Wilson was increased to make progress against the market median rate and recognize leadership effectiveness. The Target STI Opportunity percentage of Messrs. Oran and Cawston were increased to make progress against the market median rate and recognize significant contributions. The other NEOs had no changes to their Target STI Opportunity percentage. The table below reflects the 2024 annual STI opportunity of each NEO.
Annual Short-Term Incentive Target Opportunity
| Executive Officer | Annualized Base Salary | Target STI Opportunity (as a % of Base Salary) | Target STI Opportunity | | Malcolm Wilson | $880,000 | 175% | $1,540,000 | | Baris Oran | $650,000 | 110% | $715,000 | | Richard Cawston | $565,000 | 110% | $621,500 | | Karlis Kirsis | $515,000 | 100% | $515,000 | | Corinna Refsgaard | $500,000 | 100% | $375,899(1) |
Annual Short-Term Incentive Target Opportunity
| (1) Target STI Opportunity for Ms. Refsgaard is based on a new hire salary proration. Ms. Refsgaard joined GXO on April 8, 2024. |
Annual Short-Term Incentive Payout Eligibility and Range
Annual Short-Term Incentive Payout Eligibility and Range The evaluation of short-term incentive payouts is based on a review of predetermined key performance measures that are of preeminent importance to the company and our stockholders. We establish performance targets including threshold and maximum goals that we believe are rigorous but not likely to encourage excessive risk-taking. Achievement of the performance threshold must be met or exceeded to be eligible for a payout. When earned, threshold performance yields a 50% payout and achievement of the maximum performance yields a 200% payout. For performance between threshold and maximum, results will be interpolated on a straight-line basis. Performance below the threshold will result in a 0% payout.
2024 Annual Short-Term Incentive Financial Results Relative to Targets
2024 Annual Short-Term Incentive Financial Results Relative to Targets We adhered to our standard practice of setting bonus goals in accordance with our budget and business plan approved by the Board for 2024. Goals for four key performance indicators were reviewed with the Committee: Adjusted EBITDA, Free Cash Flow, Organic Revenue and Net New Business, in the table below. Net New Business is a new metric added for the 2024 Performance Year and is the difference of annualized revenue value of new contracts in the year (i.e., expected revenue to be generated from a new contract signed in the year, based on Salesforce reporting) minus the last 12 months of revenue of contracts lost (i.e., last known 12 months of revenue that will be lost in the future, on contracts for which we received a notice of contract termination during the year), divided by the actual revenue of the applicable business unit for the calendar year. The Committee and its independent compensation consultant reviewed and agreed with the appropriateness of the addition of the Net New Business metric to incentivize our Regional and Divisional leaders to boost sales pipeline and improve customer retention. The 2024 Annual Short-Term Incentive metrics were selected as key indicators that are important to the company and our stockholders, while also strongly supporting our compensation philosophy. Achievement of the goals provides a reflection of strong company performance and aligns with the prevalent short-term incentive practices of our peers. Additionally, we believe these metrics are in line with our earnings-based focus, driving organic revenue as we continue to increase our capabilities for customers while monitoring free cash flow for future actions that would improve shareholder value. Performance based on a scorecard of these four weighted metrics (as set forth below) were considered by the Committee when determining the 2024 annual incentive payouts for our NEOs.
2024 Annual Short-Term Incentive Financial Results Relative to Targets
| ■ | 50%—Adjusted EBITDA; |
2024 Annual Short-Term Incentive Financial Results Relative to Targets
| ■ | 20%—Free Cash Flow; |
2024 Annual Short-Term Incentive Financial Results Relative to Targets
| ■ | 15%—Organic Revenue; and |
2024 Annual Short-Term Incentive Financial Results Relative to Targets
| ■ | 15%—Net New Business. |
2024 Annual Short-Term Incentive Financial Results Relative to Targets
As a result of the company's financial achievement against 2024 Targets, listed in the chart below, our NEOs were eligible for a 2024 STI payout of 72.59% of their individual target STI opportunity.
2024 Annual Short-Term Incentive Financial Results Relative to Targets
| Primary Performance Indicators Supporting Committee Assessment | | | | | Key Measures(1)(2) | Weighting | 2024 Target | Achievement % | | Adjusted EBITDA | 50% | $775 million | 94% | | Free Cash Flow | 20% | $271 million | 92% | | Organic Revenue | 15% | $10,074 million | 99% | | Net New Business | 15% | 8% | 64% |
2024 Annual Short-Term Incentive Financial Results Relative to Targets
| (1) Excludes impact of the Wincanton acquisition. |
2024 Annual Short-Term Incentive Financial Results Relative to Targets
| (2) See Annex A for a description of non-GAAP financial measures. |
2024 Annual Short-Term Incentive Payout
2024 Annual Short-Term Incentive Payout Below is a summary of our NEOs’ total Annual STI Opportunity at target and Total Actual STI Payout as approved by the Committee. The NEOs mutually agreed with the Committee to reduce the 2024 Annual STI payout for all NEOs to zero to reflect the NEOs' commitment to shareholders and quality earnings. They concluded that the below target level of achievement of 2024 Annual STI metric goals was such that the reduction to zero was appropriate due to moderate performance of certain 2024 Targets, notwithstanding the fact that the percentages of achievement would have entitled them to a payout. Separately, on February 17, 2025, GXO entered into a Settlement Agreement with Mr. Wilson, discussed in more detail below in "Agreements with NEOs and Severance Plan." Consistent with Section 7 of Mr. Wilson's Service Agreement, his 2024 STI was reduced to zero due to the notice of his retirement in December of 2024.
2024 Annual Short-Term Incentive Payout
| An | | | | (2) | | | STI for Performance Year 2024 | | | | | | | | | Target | | Actual | | | Executive Officer | Annualized Base Salary | Annual STI Opportunity (% of Base Salary) | Annual STI Opportunity | STI Funding Percentage(2) | Total Actual STI Payout | | Malcolm Wilson | $880,000 | 175% | $1,540,000 | —% | $— | | Baris Oran | $650,000 | 110% | $715,000 | —% | $— | | Richard Cawston | $565,000 | 110% | $621,500 | —% | $— | | Karlis Kirsis | $515,000 | 100% | $515,000 | —% | $— | | Corinna Refsgaard | $500,000 | 100% | $375,899(1) | —% | $— |
2024 Annual Short-Term Incentive Payout
| (1) Target STI Opportunity for Ms. Refsgaard is based on a new hire salary proration. Ms. Refsgaard joined GXO on April 8, 2024. |
2024 Annual Short-Term Incentive Payout
| (2) The NEOs mutually agreed with the Committee to reduce the 2024 annual incentive compensation payout pursuant to the company's Annual Incentive Plan ("AIP") for all NEOs to zero and, due to Mr. Wilson's retirement, reduced his AIP payout to zero based on the terms of his Service Agreement. |
2024 LTI Design
2024 LTI Design GXO’s 2024 Long-Term Incentive ("LTI") program consists of two equity vehicles, performance share units (“PSUs”) and restricted stock units (“RSUs”), that are designed to align NEO performance with the interests of our stockholders and incentivize outperformance through achievement of long-term goals, while building retention among our key leaders given the upside potential if performance goals are met or exceeded. The Committee takes the view that long-term awards should incorporate ambitious strategic goals over an extended period, with awards being earned (or not) based on overall performance of the rigorous measures. In structuring the 2024 PSUs, the Committee, in consultation with its independent compensation consultant, carefully considered our long-term strategy and market practice to drive the right behaviors and results. The Committee wanted to build a long-term award structure that incentivizes our NEOs to achieve sustainable value creation, focused on organic revenue growth, while ensuring the continued health of the overall business. To achieve this, the following three core performance metrics and weightings were selected, as well as the following modifier.
2024 LTI Design
| Metric | Weighting | | Relative Total Shareholder Return (rTSR) compared to the S&P Midcap 400 Index | 34% | | 3-year Cumulative Annual Organic Revenue Growth | 33% | | 3-year Average Annual Adjusted EBITDA Conversion to Free Cash Flows | 33% | | Operating ROIC Modifier | ±10% |
2024 LTI Design
Organic Revenue Growth in this long-term plan focuses on our ability to grow over the 3-year performance period. The selection of Adjusted EBITDA Conversion to Free Cash Flows focuses on our capacity to generate cash flow from our Adjusted EBITDA. These financial metrics are key to both our short- and long-term strategic plans. They are also fundamental metrics used by investors to assess our performance. Further, the rTSR metric was selected to align pay with the performance of GXO stock relative to other large public companies. In 2024, the Committee approved the addition of a modifier based on achievement of an operating return on invested capital ("Operating ROIC") goal that can leverage the final payout percent by ±10%, with a 200% aggregate cap payout. The Committee added an Operating ROIC modifier to increase alignment with shareholders and strengthen the long-term focus of the plan. It also recognizes the role of the NEOs in influencing capital investment decisions. The PSUs granted by GXO to executive officers, including our NEOs, in 2024 have a 3-year performance measurement period ending on December 31, 2026. The Committee will determine the achievement of the applicable performance goals following the end of this 3-year performance period and determine what portion of the PSUs are vested based on such results. The plan design also includes a one-year post-vest lockup period on the sale/transfer of shares. In consultation with its independent compensation consultant, the Committee modified the 2024 PSU vesting schedule from four years to three years to align our executives’ vesting experience with general market practice while maintaining four year vesting characteristics with the addition of the one-year post-vest lockup period. Achievement of the performance threshold yields a 50% payout and achievement of the maximum performance yields a 200% payout (capped). For performance between threshold and maximum, results will be interpolated on a straight-line basis. Performance below the performance threshold will result in a 0% payout. RSUs help us retain our key leaders and also provide a direct incentive to build stockholder value and contribute retention value in our LTI design. Stock price performance has the same effect on holders of RSUs as it does on holders of our common stock. RSUs vest in substantially equal installments on the first, second and third anniversaries of the grant date.
2024 LTI Mix and Awards
2024 LTI Mix and Awards Consistent with the LTI design discussed above, the Committee approved LTI awards in 2024 comprised of 70% PSUs and 30% time-based RSUs for Mr. Wilson and Mr. Oran. All other executive officer positions have awards comprised of 50% PSUs and 50% RSUs.
2024 LTI Mix and Awards
| Executive Officer | PSUs Awarded (#)(1) | RSUs Awarded (#)(1) | | Malcolm Wilson | 63,203 | 27,087 | | Baris Oran | 26,335 | 11,287 | | Richard Cawston | 15,049 | 15,049 | | Karlis Kirsis | 13,042 | 13,042 | | Corinna Refsgaard | 8,026 | 8,026 |
2024 LTI Mix and Awards
| (1) The grant date fair value of the awards in accordance with FASB ASC Topic 718 can be found in the “Grants of Plan-Based Awards” table. |
2024 Special Grant
2024 Special Grant On limited occasions, the Committee may provide equity incentives in addition to the normal LTI grants. In coordination with the 2024 LTI awards, the Committee granted Special PSUs to a select group of Region Business Leaders, including 10,033 Special PSUs to Mr. Cawston. The Special PSU grant was designed to drive cumulative 3-year results on critical metrics that are directly related to a region leader’s sphere of influence within each of their respective regions. To achieve this, the following performance metrics and weightings were selected.
2022 PSUs Summary
2022 PSUs Summary The PSUs granted by GXO to executive officers, including our NEOs, in 2022 have a 3-year performance measurement period ending on December 31, 2024, and a four-year vesting period ending on January 15, 2026. Annual grants of PSUs provide compensation that is at risk and contingent on the achievement of predetermined performance goals over an extended period. Achievement of the performance threshold yields a 50% payout and achievement of the maximum performance yields a 200% payout (capped). For performance between threshold and maximum, results will be interpolated on a straight-line basis. Performance below the threshold will result in a 0% payout. The Committee regularly reviews the financial metrics and considers alternatives. In structuring the 2022 PSUs, the Committee wanted to build a long-term award structure that incentivized our NEOs to achieve sustainable value creation, focused on organic revenue growth, while ensuring the continued health of the overall business. To achieve this, the following three performance metrics and weightings were selected: ■34%—Relative Total Shareholder Return (rTSR) to outperform S&P Midcap 400 Index; ■33%—Cumulative Annual Organic Revenue Growth; and ■33%—3-year Average Annual Adjusted EBITDA Conversion to Free Cash Flows.
2022 PSUs Performance
2022 PSUs Performance The following table summarizes the 2022 PSU metric goals, achievement and payout. The Committee certified the metric results in March 2025 and earned PSUs will vest and become payable on January 15, 2026.
2022 PSUs Performance
| Metric(1) | Weight | Threshold 50% Payout | Target 100% Payout | Maximum 200% Payout | Actual | Payout % | | Relative Total Shareholder Return (rTSR) to outperform S&P Midcap 400 Index | 34% | 25th Percentile | 50th Percentile | 75th Percentile | 14th Percentile | 0.0% | | Cumulative Annual Organic Revenue Growth | 33% | 10% | 24% | 40% | 20.2% | 86.4% | | 3-year Average Annual Adjusted EBITDA Conversion to Free Cash Flows | 33% | 20% | 30% | 40% | 41.3% | 200.0% | | | | | | Weighted Aggregate Payout | | 94.5% |
2022 PSUs Performance
| (1) See Annex A for reconciliations of non-GAAP financial measures. |
Guidelines
Compliance with our stock ownership guidelines is generally determined using the aggregate count of shares of common stock held directly or indirectly by the NEO, plus unvested RSUs subject solely to time-based vesting. Stock options, whether vested or unvested, and equity-based awards subject to performance-based vesting conditions are not counted toward meeting stock ownership guidelines until they have settled or been exercised, as applicable. Until the stock ownership guidelines are met, an executive is required to retain 70% of the net shares (after tax withholding) received upon settlement of equity-based awards. A newly appointed executive is required to reach his or her stock ownership guideline no later than five years from the date of appointment. As of the Record Date, each NEO was in compliance with our stock ownership guidelines.
Annual short-term and long-term incentive compensation
Annual short-term and long-term incentive compensation In addition, if an NEO has engaged in certain misconduct that contributes to any material loss to the company or any of its affiliates, the company may: (i) require repayment by the NEO of any cash bonus or annual bonus previously paid, net of any taxes paid by the NEO on such bonus; (ii) cancel any earned but unpaid cash bonus or annual bonus; and/or (iii) adjust the NEO’s future compensation to recover an appropriate amount with respect to the material loss.
Role of the Committee’s Independent Compensation Consultant
Role of the Committee’s Independent Compensation Consultant The Committee’s independent compensation consultant 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 the Committee’s chair. F.W. Cook served as the Committee's independent compensation consultant for 2024. The compensation consultants do not provide any other services to the company.
Role of the Committee’s Independent Compensation Consultant
As part of the consultants’ engagement with the Committee, they reviewed our executive compensation peer group and conducted a competitive analysis of compensation, including base pay, short-term incentives, long-term incentives and other compensation components as needed. The compensation consultant also assisted the Committee with a variety of other issues, including analysis of share usage of our equity compensation plan, trends and regulatory developments in executive compensation, setting CEO compensation, the design and establishment of performance metrics and goals under our variable incentive plans, reviewing our compensation risk analysis and reviewing this Compensation Discussion and Analysis. The Committee considered the independence of the compensation consultants in light of applicable SEC rules and NYSE Listing Standards. After taking into account the absence of any relationships with management and members of the Committee, as well as the compensation consultants internal policies and other information provided to the Committee, the Committee determined that no conflicts of interest existed that would prevent the firms from serving as independent compensation consultants to the Committee. On an annual basis, the Committee reviews the services performed by and the fees paid to the compensation consultant.
Equity Granting Policy
Equity Granting Policy All equity awards to NEOs are discretionary and are approved by the Committee with a grant date determined at the time of approval. The Committee has historically granted equity awards, which generally consist of RSUs and PSUs, to our NEOs during the first two weeks of March. In certain circumstances, including the hiring or promotion of an officer, the Committee may approve grants to be effective at other times. The company does not currently grant stock options to its employees. The Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024, and the company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Agreements with NEOs
Agreements with NEOs We believe that it is in the best interests of our company to enter into agreements with our NEOs, which allow the Committee to exercise discretion in designing incentive compensation programs. The material compensation-related terms of these agreements are described under the heading “Agreements with NEOs and Severance Plan” and the tables that follow this Compensation Discussion and Analysis. As discussed in "Agreements with NEOs and Severance Plan," GXO previously disclosed that Mr. Wilson will retire as CEO and director of GXO in 2025. As a part of this transition, on February 17, 2025, Mr. Wilson entered into a Settlement Agreement with GXO Logistics UK Limited, an affiliate of GXO, which provides certain payments and benefits on termination (including payments under GXO’s Severance Plan, which was determined by the Committee to be appropriate due to Mr. Wilson's continued service as CEO and assistance with a smooth transition to a new CEO), subject to certain conditions (including the execution of a release of claims). A summary of these payments are outlined in the "Agreements with NEOs and Severance Plan." Mr. Wilson has agreed to make himself available in his CEO capacity, as requested by GXO or the Board, through the earlier of (i) a date chosen at GXO's discretion (not earlier than August 15, 2025) or (ii) December 3, 2025 (subject to certain exceptions). GXO will consider Mr. Wilson for a pro-rated bonus based on a satisfactory transition of his duties to his successor. In April 2024, Ms. Refsgaard was hired as the CHRO of GXO and is based in the U.K. A summary of Ms. Refsgaard's offer letter, service agreement and other arrangements are outlined in the "Agreements with NEOs and Severance Plan."
COMPENSATION COMMITTEE RISK OVERSIGHT
| ■ | The Committee consists solely of independent non-employee directors and has engaged an independent external compensation consultant to assist with creating the executive compensation program; |
COMPENSATION COMMITTEE RISK OVERSIGHT
| ■ | Our executive compensation program is heavily weighted toward variable compensation with payouts and awards capped, even if our performance exceeds the predetermined maximum goals; |
COMPENSATION COMMITTEE RISK OVERSIGHT
| ■ | We have adopted a clawback policy for our executive officers that provides for certain long-term incentive compensation and annual bonus (STI) forfeiture; and |
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the total compensation earned by our NEOs for the year ended December 31, 2024. Certain amounts paid to or earned by certain NEOs were paid in British Pounds Sterling. In the tables below, amounts for fiscal year 2024 were converted to U.S. dollars at an exchange rate of approximately £1=$1.277 (the yearly average exchange rate during fiscal year 2024 available on the Internal Revenue Service website).
Summary Compensation Table
| Executive Officer and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | | Malcolm Wilson(4) Chief Executive Officer | 2024 | $918,338 | $— | $4,436,851 | $— | $176,602 | $5,531,791 | | | 2023 | $827,325 | $— | $4,221,221 | $1,525,049 | $160,067 | $6,733,662 | | | 2022 | $661,025 | $— | $2,964,294 | $1,095,854 | $130,385 | $4,851,558 | | Baris Oran Chief Financial Officer | 2024 | $644,615 | $— | $1,848,745 | $— | $24,422 | $2,517,782 | | | 2023 | $621,923(5) | $— | $2,026,207 | $753,554 | $27,751 | $3,429,435 | | | 2022 | $600,000(5) | $— | $3,847,196 | $635,280 | $62,276 | $5,144,752 | | Richard Cawston Chief Revenue Officer | 2024 | $582,930 | $— | $1,985,080 | $— | $71,276 | $2,639,286 | | | 2023 | $526,306 | $217,662(6) | $1,688,570 | $634,061 | $70,850 | $3,137,449 | | Karlis Kirsis Chief Legal Officer | 2024 | $528,899 | $— | $1,286,984 | $— | $253,987 | $2,069,870 | | | 2023 | $457,290 | $— | $1,416,717 | $556,194 | $47,906 | $2,478,107 | | | 2022 | $392,278 | $— | $973,070 | $510,245 | $45,283 | $1,920,876 | | Corinna Refsgaard(7) Chief Human Resources Officer | 2024 | $375,801 | $128,339(8) | $812,151 | $— | $63,373 | $1,379,664 |
Summary Compensation Table
| (1) The amounts reflected in this column represent the aggregate grant date fair value of the awards made during 2024 as computed in accordance with FASB ASC Topic 718. The grant date value of PSUs included in this column is based upon the probable outcome at the time of grant, which is at target. See footnote 2 of the “Grants of Plan-Based Awards” table for the maximum value of the PSUs. For additional information related to the measurement of stock-based compensation awards, please see “Notes to Consolidated Financial Statements—Note 14. Stock-Based Compensation” of our company’s Annual Report on Form 10-K for the year ended December 31, 2024. |
Summary Compensation Table
| (2) As discussed in the “Executive Compensation Elements and Outcomes for 2024” section, the NEOs mutually agreed with the Committee to reduce the 2024 annual incentive compensation payout pursuant to the company's AIP payout for all NEOs to zero and, due to Mr. Wilson's retirement, reduced his AIP payout to zero based on the terms of his Service Agreement. |
Summary Compensation Table
| (3) The components of “All Other Compensation” for 2024 are detailed in the “All Other Compensation Table”. |
Summary Compensation Table
| (4) Mr. Wilson did not receive additional compensation for his service as a director. |
Summary Compensation Table
| (5) Mr. Oran's salary for 2022 and 2023 includes $13,846 and $16,615, respectively, which was inadvertently omitted in prior filings. |
Summary Compensation Table
| (6) The amount reflected in this column for 2023 represents the one-time cash bonus award earned by Mr. Cawston, made prior to his appointment as Chief Revenue Officer, in respect to a new agreement being signed by both GXO and a key customer. |
Summary Compensation Table
| (7) Ms. Refsgaard joined GXO in April 2024. |
Summary Compensation Table
| (8) The amount reflected in this column for 2024 represents the one-time cash bonus awarded to Ms. Refsgaard upon her hire. |
Summary Compensation Table
We compensate our NEOs pursuant to the terms of their respective offer letter and service agreement, and the information reported in the Summary Compensation Table reflects the terms of such agreements. For more information about our agreements with our NEOs, see the discussion in this Proxy Statement under the heading “Agreements with NEOs and Severance Plan.”
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth additional details regarding grants of equity and non-equity plan-based awards. Additional information relevant to the equity awards shown in this table is included under the heading “Outstanding Equity Awards at Fiscal Year-End.”
Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | | | Executive Officer | Grant Date | Grant Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#)(2) | | Grant Date Fair Value of Stock and Option Awards(4) | | Malcolm Wilson | — | Cash Bonus | $770,000 | $1,540,000 | $3,080,000 | — | — | — | — | — | | | 3/7/2024 | RSU | — | — | — | — | — | — | 27,087 | $1,350,016 | | | 3/7/2024(5) | PSU | — | — | — | 31,602 | 63,203 | 126,406 | — | $3,086,835 | | Baris Oran | — | Cash Bonus | $357,500 | $715,000 | $1,430,000 | — | — | — | — | — | | | 3/7/2024 | RSU | — | — | — | — | — | — | 11,287 | $562,544 | | | 3/7/2024(5) | PSU | — | — | — | 13,168 | 26,335 | 52,670 | — | $1,286,201 | | Richard Cawston | — | Cash Bonus | $310,750 | $621,500 | $1,243,000 | — | — | — | — | — | | | 3/7/2024 | RSU | — | — | — | — | — | — | 15,049 | $750,042 | | | 3/7/2024(5) | PSU | — | — | — | 7,525 | 15,049 | 30,098 | — | $734,993 | | | 3/7/2024(6) | PSU | — | — | — | 5,017 | 10,033 | 20,066 | — | $500,045 | | Karlis Kirsis | — | Cash Bonus | $257,500 | $515,000 | $1,030,000 | — | — | — | — | — | | | 3/7/2024 | RSU | — | — | — | — | — | — | 13,042 | $650,013 | | | 3/7/2024(5) | PSU | — | — | — | 6,521 | 13,042 | 26,084 | — | $636,971 | | Corinna Refsgaard | — | Cash Bonus | $187,949 | $375,899 | $751,798 | — | — | — | — | — | | | — | Cash Bonus(7) | $128,339 | $128,339 | $128,339 | — | — | — | — | — | | | 4/8/2024 | RSU | — | — | — | — | — | — | 8,026 | $420,161 | | | 4/8/2024(5) | PSU | — | — | — | 4,013 | 8,026 | 16,052 | — | $391,990 |
Grants of Plan-Based Awards
| (1) As discussed in the “Executive Compensation Elements and Outcomes for 2024” section, the NEOs mutually agreed with the Committee to reduce the 2024 annual incentive compensation payout pursuant to the company's AIP payout for all NEOs to zero and, due to Mr. Wilson's retirement, reduced his AIP payout to zero based on the terms of his Service Agreement. |
Grants of Plan-Based Awards
| (2) The maximum value of the Annual PSU awards at the grant date are as follows: Mr. Wilson - $6,173,669, Mr. Oran - $2,572,403, Mr. Cawston - $1,469,986, Mr. Kirsis - $1,273,943, and Ms. Refsgaard - $783,980. Mr. Cawston's Special PSUs have a maximum value at the grant date of $1,000,089. |
Grants of Plan-Based Awards
| (3) Time-based RSUs granted to all NEOs will vest in equal increments on the first, second and third anniversaries of the grant date. |
Grants of Plan-Based Awards
| (4) The amounts reflected in this column represent the aggregate grant date fair value of the awards made during 2024 as computed in accordance with FASB ASC Topic 718. The grant date value of PSUs included in this column is based upon the probable outcome at the time of grant, which is at target. See footnote 2 above for the maximum value of these awards. For additional information related to the measurement of stock-based compensation awards, please see “Notes to Consolidated Financial Statements—Note 14. Stock-Based Compensation” of our company’s Annual Report on Form 10-K for the year ended December 31, 2024. |
Grants of Plan-Based Awards
| (5) The payout of PSUs will be determined based on the achievement of specific goals calculated over a 3-year period beginning January 1, 2024 and ending on December 31, 2026. The maximum payout amount for the PSUs is 200% of target, and the threshold payout amount is 50% of target. No amount is payable if actual performance does not meet the threshold goal. See "Compensation Discussion and Analysis – 2024 LTI Design" for additional details. |
Grants of Plan-Based Awards
| (6) The payout of Special PSUs will be determined based on the achievement of specific goals calculated over a 3-year period beginning January 1, 2024 and ending on December 31, 2026. The maximum payout amount for the PSUs is 200% of target, and the threshold payout amount is 50% of target. No amount is payable if actual performance does not meet the threshold goal. See "Compensation Discussion and Analysis – 2024 Special Grant" for additional details. |
Grants of Plan-Based Awards
| (7) Ms. Refsgaard joined GXO in April 2024. The amount reflected in this row represents the one-time cash bonus awarded to Ms. Refsgaard upon her hire. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth the outstanding equity awards held by our NEOs as of December 31, 2024. Upon the spin-off of GXO from XPO (the “Spin-Off”), outstanding awards held by GXO employees, including the NEOs, were converted in accordance with the employee matters agreement. The purpose of the conversion methodology used was to maintain the aggregate intrinsic value of the award immediately after the Spin-Off when compared to the aggregate intrinsic value immediately prior to the Spin-Off. Such adjusted awards are otherwise subject to the same terms and conditions that applied to the original XPO award immediately prior to the Spin-Off.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | | | | | | | | | | Equity Incentive Plan Awards | | | Executive Officer | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underlying Unexercised Options Unexercisable(#)(1) | Option Exercise Price($)(2) | Option Expiration Date(3) | Number of Shares or Units of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units of Stock That Have Not Vested($)(5) | Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(6) | Market of Payment Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(5) | | Malcolm Wilson | 118,744(7) | 145,134(7) | $64.91 | 6/7/2031 | 79,721 | $3,467,864 | 115,536 | $5,025,816 | | Baris Oran | 98,953(8) | 120,945(8) | $65.60 | 5/17/2031 | 52,151 | $2,268,569 | 51,455 | $2,238,293 | | Richard Cawston | 74,216(9) | 90,707(9) | $64.91 | 6/7/2031 | 38,653 | $1,681,406 | 46,016 | $2,001,696 | | Karlis Kirsis | 19,791(10) | 24,188(10) | $64.13 | 7/15/2031 | 34,468 | $1,499,358 | 26,001 | $1,131,044 | | Corinna Refsgaard | — | — | $— | — | 8,026 | $349,131 | 8,026 | $349,131 |
Outstanding Equity Awards at Fiscal Year-End
Note: Vesting of all outstanding equity awards is subject to continued employment by the NEO on the applicable vesting date, subject to certain exceptions in connection with a termination of employment.
Outstanding Equity Awards at Fiscal Year-End
| (1) For 12 months following the vesting date, shares issued upon the exercise of stock options are subject to a lock-up on sales, offers, pledges, contracts to sell, grants of any option, right or warrant to purchase or other transfers or dispositions. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Options were awarded by the Committee, and the exercise price is equal to the closing price of the company’s common stock on the day the awards were granted, subject to the conversion methodology as previously described. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Options awarded by the Committee expire 10 years after the grant date. |
Outstanding Equity Awards at Fiscal Year-End
| (4) RSUs and earned PSUs vest subject to the individual terms of each award agreement as follows: |
Outstanding Equity Awards at Fiscal Year-End
| ■ | RSUs granted in March 2021 to Mr. Wilson for 3,503 shares, Mr. Cawston for 2,335 shares and Mr. Kirsis for 1,634 shares vest on March 10, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| ■ | RSUs granted in March 2022 to Mr. Wilson for 7,500 shares, Mr. Oran for 3,750 shares, Mr. Cawston for 3,375 shares and Mr. Kirsis for 4,167 shares vest in two equal annual installments on April 1, 2025 and April 1, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| ■ | RSUs granted in March 2022 to Mr. Oran for 12,500 shares vest on April 1, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| ■ | PSUs granted in March 2022 to Mr. Wilson for 24,809 shares, Mr. Oran for 16,540 shares, Mr. Cawston for 11,165 shares and Mr. Kirsis for 5,906 shares vest in full on January 15, 2026. The performance period for the 2022 PSUs ended on December 31, 2024 and were certified by the Committee on March 6, 2025. The actual quantity of the 2022 PSUs that will vest is reflected in this column. |
Outstanding Equity Awards at Fiscal Year-End
| ■ | RSUs granted in March 2023 to Mr. Wilson for 16,822 shares, Mr. Oran for 8,074 shares, Mr. Cawston for 6,729 shares and Mr. Kirsis for 9,719 shares vest in three equal annual installments on March 7, 2025, March 7, 2026, and March 7, 2027. |
Outstanding Equity Awards at Fiscal Year-End
| ■ | RSUs granted in March 2024 to Mr. Wilson for 27,087 shares, Mr. Oran for 11,287 shares, Mr. Cawston for 15,049 shares and Mr. Kirsis for 13,042 shares vest in three equal annual installments on March 7, 2025, March 7, 2026, and March 7, 2027. |
Outstanding Equity Awards at Fiscal Year-End
| ■ | RSUs granted in April 2024 to Ms. Refsgaard for 8,026 shares vest in three equal annual installments on April 8, 2025, April 8, 2026, and April 8, 2027. |
Outstanding Equity Awards at Fiscal Year-End
| (5) The values reflected in this column were calculated using $43.50, the closing price of the company’s common stock on the NYSE on December 31, 2024, the last trading day of our fiscal year 2024. |
Outstanding Equity Awards at Fiscal Year-End
| (6) The quantity of PSUs in this column generally reflects gross shares if actual performance meets target goal. See "Compensation Discussion and Analysis – 2024 LTI Design" for additional details on 2024 PSU design. In aggregate, the forecasted goal achievement of the 2023 PSUs, 2024 PSUs and 2024 Special PSUs exceeded threshold performance and, as a result, the table reflects target performance value. |
Outstanding Equity Awards at Fiscal Year-End
| (7) On June 7, 2022, Mr. Wilson vested in 26,387 stock options representing 10% of the original 263,878 stock options granted. On June 7, 2023, Mr. Wilson vested in 39,581 stock options representing 15% of the original stock options granted. On June 7, 2024, Mr. Wilson vested in 52,776 stock options, representing 20% of the original stock options granted. The remaining unvested options vest on the following schedule: (1) 25% of the original grant quantity on the fourth anniversary of the grant date and (2) 30% of the original grant quantity on the fifth anniversary of the grant date, subject to the NEO’s continued employment with the company. The grant date of these options was June 7, 2021. |
Outstanding Equity Awards at Fiscal Year-End
| (8) On May 17, 2022, Mr. Oran vested in 21,989 stock options representing 10% of the original 219,898 stock options granted. On May 17, 2023, Mr. Oran vested in 32,984 stock options representing 15% of the original stock options granted. On May 17, 2024, Mr. Oran vested in 43,980 stock options representing 20% of the original stock options granted. The remaining unvested options vest on the following schedule: (1) 25% of the original grant quantity on the fourth anniversary of the grant date and (2) 30% of the original grant quantity on the fifth anniversary of the grant date, subject to the NEO’s continued employment with the company. The grant date of these options was May 17, 2021. |
Outstanding Equity Awards at Fiscal Year-End
| (9) On June 7, 2022, Mr. Cawston vested in 16,493 stock options representing 10% of the original 164,923 stock options granted. On June 7, 2023, Mr. Cawston vested in 24,739 stock options representing 15% of the original stock options granted. On June 7, 2024, Mr. Cawston vested in 32,984 stock options representing 20% of the original stock options granted. The remaining unvested options vest on the following schedule: (1) 25% of the original grant quantity on the fourth anniversary of the grant date and (2) 30% of the original grant quantity on the fifth anniversary of the grant date, subject to the NEO’s continued employment with the company. The grant date of these options was June 7, 2021. |
Outstanding Equity Awards at Fiscal Year-End
| (10) On July 15, 2022, Mr. Kirsis vested in 4,398 stock options representing 10% of the original 43,979 stock options granted. On July 15, 2023, Mr. Kirsis vested in 6,597 stock options representing 15% of the original stock options granted. On July 15, 2024, Mr. Kirsis vested in 8,796 stock options representing 20% of the original stock options granted. The remaining unvested options vest on the following schedule: (1) 25% of the original grant quantity on the fourth anniversary of the grant date and (2) 30% of the original grant quantity on the fifth anniversary of the grant date, subject to the NEO’s continued employment with the company. The grant date of these options was July 15, 2021. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth the options exercised and stock vested for our NEOs during 2024.
Option Exercises and Stock Vested
| | | | | (1) | | | Option Awards | | Stock Awards | | | Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Malcolm Wilson | — | $— | 12,860 | $653,625 | | Baris Oran | — | $— | 17,067 | $907,077 | | Richard Cawston | — | $— | 6,266 | $317,510 | | Karlis Kirsis | — | $— | 6,959 | $354,084 | | Corinna Refsgaard | — | $— | — | $— |
Option Exercises and Stock Vested
| (1) The values reflected in this column were calculated by multiplying the number of shares that vested in 2024 by the company's common stock price on the NYSE on the applicable vesting date. |
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control The following table sets forth the amounts of compensation that would be due to Mr. Wilson, Mr. Oran, Mr. Cawston, Mr. Kirsis and Ms. Refsgaard pursuant to their respective offer letter, confidential information protection agreement and service agreement, as applicable, and our Severance Plan upon the termination events as summarized below, as if each such event had occurred on December 31, 2024. The amounts shown below are estimates of the payments that each NEO would receive in certain instances. The actual amounts payable will be determined only upon the actual occurrence of any such event. As noted in "Agreements with NEOs and Severance Plan", GXO Logistics UK Limited and Mr. Wilson, entered into a Settlement Agreement on February 17, 2025. The table below does not reflect the amounts outlined in this Settlement Agreement but a summary of the payments that may be payable pursuant to the terms of the Settlement Agreement are summarized in "Agreements with NEOs and Severance Plan." For more information regarding the payments and benefits to which our NEOs are entitled upon certain termination events or upon a Change of Control, see the discussion in this Proxy Statement under the heading “Agreements with NEOs and Severance Plan.”
Potential Payments Upon Termination or Change of Control
| | Malcolm | Baris | Richard | Karlis | Corinna | | | Wilson | Oran | Cawston | Kirsis | Refsgaard | | Termination without Cause: | | | | | | | Cash severance(1)(2) | $2,860,000 | $1,690,000(3) | $1,186,500 | $1,030,000 | $875,899 | | Acceleration of equity-based awards(4)(5) | $4,025,142 | $2,397,155 | $1,762,098 | $1,170,759 | $172,304 | | Continuation of medical/dental benefits(6) | $2,150 | $24,060 | $1,770 | $1,434 | $12,528 | | Total | $6,887,292 | $4,111,215 | $2,950,368 | $2,202,193 | $1,060,731 | | Voluntary Termination: | | | | | | | Cash severance(1)(7) | $880,000 | $— | $565,000 | $515,000 | $250,000 | | Acceleration of equity-based awards(4)(5) | $— | $— | $— | $— | $— | | Continuation of medical/dental benefits | $— | $— | $— | $— | $— | | Total | $880,000 | $— | $565,000 | $515,000 | $250,000 | | Termination for Cause: | | | | | | | Cash severance | $— | $— | $— | $— | $— | | Acceleration of equity-based awards | $— | $— | $— | $— | $— | | Continuation of medical/dental benefits | $— | $— | $— | $— | $— | | Total | $— | $— | $— | $— | $— | | Disability: | | | | | | | Cash severance | $— | $— | $— | $— | $— | | Acceleration of equity-based awards(4)(5) | $3,859,799 | $2,397,155 | $1,651,869 | $1,093,590 | $172,304 | | Continuation of medical/dental benefits | $— | $— | $— | $— | $— | | Total | $3,859,799 | $2,397,155 | $1,651,869 | $1,093,590 | $172,304 | | Death: | | | | | | | Cash severance | $— | $— | $— | $— | $— | | Acceleration of equity-based awards(4)(5) | $8,493,680 | $4,506,861 | $3,683,102 | $2,630,402 | $698,262 | | Continuation of medical/dental benefits | $— | $— | $— | $— | $— | | Total | $8,493,680 | $4,506,861 | $3,683,102 | $2,630,402 | $698,262 | | Change of Control and No Termination: | | | | | | | Cash severance | $— | $— | $— | $— | $— | | Acceleration of equity-based awards | $— | $— | $— | $— | $— | | Continuation of medical/dental benefits | $— | $— | $— | $— | $— | | Total | $— | $— | $— | $— | $— | | Change of Control and Termination without Cause or for Good Reason: | | | | | | | Cash severance(1)(9) | $7,590,000 | $3,445,000 | $2,994,500 | $2,575,000 | $2,127,697 | | Acceleration of equity-based awards(4)(5)(8) | $8,493,680 | $4,506,861 | $3,683,102 | $2,630,402 | $698,262 | | Continuation of medical/dental benefits(6) | $2,150 | $24,060 | $1,770 | $1,434 | $12,528 | | Total | $16,085,830 | $7,975,921 | $6,679,372 | $5,206,836 | $2,838,487 |
Potential Payments Upon Termination or Change of Control
| (1) Amounts shown do not include any payments for accrued and unpaid salary, bonuses or vacation. |
Potential Payments Upon Termination or Change of Control
| (2) In the event of a termination by our company without Cause, cash severance payable to the NEO under the Severance Plan will be reduced, dollar for dollar, by other income earned by such NEO and offset by the amount and/or value of any severance benefits, compensation and benefits provided during any notice period, pay in lieu of notice, mandated termination indemnities or similar benefits that the applicable NEO may separately be entitled to receive from the company or any affiliate based on any employment agreement, confidential information protection agreement or other contractual obligation or statutory scheme. In the event of a termination by our company without Cause, the cash severance payable to Mr. Wilson, Mr. Cawston, Mr. Kirsis and Ms. Refsgaard under the Severance Plan is greater than the amount and value of pay in lieu of notice under the respective NEO’s U.K. service agreement. Under the non-duplication provisions within the Severance Plan, any payment of salary during the notice period and/or payment in lieu of notice would be offset against the payments payable to Mr. Wilson, Mr. Cawston, Mr. Kirsis and Ms. Refsgaard under the plan. As such, the calculations of cash severance pay for Mr. Wilson, Mr. Cawston, Mr. Kirsis and Ms. Refsgaard in the above table reflect the respective NEO’s maximum cash severance payable under the Severance Plan, using the respective NEO’s base salary effective as of December 31, 2024, plus a pro rata portion of the applicable NEO’s target bonus for the year in which termination occurs. The target bonus for Ms. Refsgaard in 2024 is based on a new hire salary proration, as Ms. Refsgaard joined GXO on April 8, 2024. In the event of a termination by our company without Cause, Mr. Oran will be entitled to the greater of the cash severance payable under the Severance Plan or the cash severance payable under his confidential information protection agreement. The calculations of severance pay for Mr. Oran in the above table reflect his maximum cash severance payable under the respective confidential information protection agreement, using his base salary effective as of December 31, 2024, plus a pro rata portion of his award under the AIP for the year in which termination occurs, payable during the 18-month post-termination non-compete period. |
Potential Payments Upon Termination or Change of Control
| (3) Our company has the right to extend the period during which Mr. Oran is bound by the non-competition covenant in his confidential information protection agreement for up to 12 additional months, which would extend the non-compete period from 18 months to up to 30 months following termination. During each six-month period the non-compete is extended, Mr. Oran, as applicable, would be entitled to receive cash compensation equal to his monthly base salary as in effect on the date his or her employment terminated, plus an amount equal to 50% of his target bonus amount under the AIP for the year in which termination occurs. Fully extending the non-compete provision would increase the amounts shown as “Cash Severance” by up to $1,365,000 for Mr. Oran. These amounts assume the company fully extended the non-compete periods. |
Potential Payments Upon Termination or Change of Control
| (4) The values reflected in this column were calculated using $43.50, the closing price of the company’s common stock on the NYSE on December 31, 2024, the last trading day of our fiscal year 2024. |
Potential Payments Upon Termination or Change of Control
| (5) Certain RSUs and PSUs granted under the company’s 2021 Omnibus Incentive Compensation Plan and awards that GXO assumed in connection with the Spin-Off, provide for pro-rata vesting in connection with certain terminations of employment. Additionally, in cases of a Change of Control, awards accelerate only if they are not assumed or substituted, or there is an involuntary termination or termination for Good Reason. The numbers in the table assume there is no assumption or substitution. |
Potential Payments Upon Termination or Change of Control
| (6) The amounts of continued medical and dental benefits shown in the table for Mr. Wilson, Mr. Cawston, Mr. Kirsis and Ms. Refsgaard reflect payment under the Severance Plan of a lump sum amount to the applicable NEO in lieu of the per annum costs for the company or its affiliate to provide health benefits for the applicable NEO pursuant to applicable law. The amounts were converted to U.S. dollars at an exchange rate of approximately £1=$1.277 (the yearly average exchange rate during fiscal year 2024 available on the Internal Revenue Service website). The amounts of continued medical and dental benefits shown in the table for Mr. Oran i) have been calculated based upon our current actual costs of providing the benefits through COBRA and (ii) have not been discounted for the time value of money. In the event of a termination without Cause, continued medical and dental benefits for Mr. Oran would cease when he commences employment with a new employer. |
Potential Payments Upon Termination or Change of Control
| (7) In the event of a resignation by either Mr. Wilson, Mr. Cawston, Mr. Kirsis or Ms. Refsgaard, the amounts shown assume they receive full pay in lieu of notice under the respective NEO’s U.K. service agreement or they receive the money as a monthly payment of salary because they either work out their notice period or they are placed on garden leave for the notice period. If the NEO resigns, the NEO and the company will most likely agree to a shorter notice period, reducing the amount of money that would have to be paid to the NEO. As noted in "Agreements with NEOs and Severance Plan", GXO Logistics UK Limited and Mr. Wilson, entered into a Settlement Agreement on February 17, 2025. The table does not reflect the amounts outlined in this Settlement Agreement but a summary of the payments that may be payable pursuant to the terms of the Settlement Agreement are summarized in "Agreements with NEOs and Severance Plan." |
Potential Payments Upon Termination or Change of Control
| (8) The XPO stock options that GXO assumed in connection with the Spin-Off that Messrs. Wilson, Oran, Cawston and Kirsis received in connection with their offer letters accelerate upon an involuntary termination or termination for Good Reason following a Change of Control. |
Potential Payments Upon Termination or Change of Control
| (9) Pursuant to the Severance Plan discussed below, in the event of a termination without Cause or by the NEO for Good Reason upon or within two (2) years of a “change in control” (as defined in the Severance Plan), the applicable NEO (other than Mr. Wilson) will receive a lump sum cash severance payment equal to two times the sum of the NEO’s annual base salary and target annual bonus plus a pro-rata portion of the applicable NEO’s target bonus, and Mr. Wilson will receive two and one-half times the sum of his annual base salary and target annual bonus, plus a pro-rata portion of his target bonus. The amount noted for Ms. Refsgaard reflects proration of both the target annual bonus and the pro-rata portion of her target bonus, as Ms. Refsgaard joined GXO on April 8, 2024. As noted in "Agreements with NEOs and Severance Plan", GXO Logistics UK Limited and Mr. Wilson, entered into a Settlement Agreement on February 17, 2025. The table does not reflect the amounts outlined in this Settlement Agreement but a summary of the payments that may be payable pursuant to the terms of the Settlement Agreement are summarized in "Agreements with NEOs and Severance Plan." |
CEO PAY RATIO DISCLOSURE
CEO PAY RATIO DISCLOSURE As required by Item 402(u) of the SEC’s Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our CEO to the compensation of our median employee. The pay ratio and annual total compensation amount disclosed in this section are reasonable estimates that have been calculated using methodologies and assumptions permitted by SEC rules.
2024 Pay Ratio
2024 Pay Ratio Based on the above information, we reasonably estimate that for 2024 our CEO’s annual total compensation was 140 times that of the median of the annual total compensation of all our employees excluding the CEO. The pay ratio reported by other companies may not be comparable to the pay ratio reported above, due to variances in business mix, proportion of seasonal and part-time employees and distribution of employees across geographies.
PAY VERSUS PERFORMANCE DISCLOSURE
PAY VERSUS PERFORMANCE DISCLOSURE
Pay Versus Performance Table
Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation “actually paid” (referred to as “Compensation Actually Paid” or the “CAP Amounts”) to the Chief Executive Officer (“CEO”) and the Other Named Executive Officers (“Other NEOs”) and the financial performance of the company. Compensation Actually Paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For a discussion of how our Compensation Committee seeks to align pay with performance when making compensation decisions, please review the "Compensation Discussion and Analysis" disclosure of this Proxy Statement. The financial performance measures included in the table below are the company’s total shareholder return (“TSR”), peer groups' TSR, based on the S&P 500 Technology Index and the S&P 500 Transportation Index (as disclosed under Item 201(e) of Regulation S-K), and the company’s GAAP Net Income. Adjusted EBITDA was identified by the company as the most important financial measure used to link Compensation Actually Paid to company performance for the most recent fiscal year.
Pay Versus Performance Table
| | (1) | | (1)(2) | (1)(2)(3) | | (4)(5) | (4)(6) | | (7) | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | Fiscal Year | Summary Compensation Table Total to CEO(1) | Compensation Actually Paid to CEO(1)(2) | Average Summary Compensation Table Total to Other NEOs(1) | Average Compensation Actually Paid to Other NEOs(1)(2) | GXO Total Shareholder Return(3) | Peer Group Total Shareholder Return(3)(4) | Peer Group Total Shareholder Return(3)(5) | GAAP Net Income ($M) | Adjusted EBITDA ($M)(6) | | 2024 | $5,531,791 | ($436,193) | $2,151,651 | $3,927 | $68.97 | $176.94 | $102.62 | $138 | $815 | | 2023 | $6,733,662 | $11,859,635 | $2,325,357(7) | $4,188,777(7) | $96.97 | $129.52 | $102.32 | $233 | $741 | | 2022 | $4,851,558 | ($9,395,561) | $2,507,302(7) | ($1,111,379)(7) | $67.69 | $82.06 | $90.89 | $200 | $728 | | 2021 | $10,176,933 | $19,626,392 | $3,347,045 | $5,218,189 | $144.01(8) | $114.28(8) | $111.02(8) | $161(8) | $611(8) |
Pay Versus Performance Table
| (1) The CEO was Malcolm Wilson for all years in the table. The Other NEOs were inclusive of Baris Oran, Karlis Kirsis, Maryclaire Hammond and Elizabeth Fogarty for 2021 and 2022 and additionally inclusive of Richard Cawston in 2023. For 2024, the Other NEOs were inclusive of Baris Oran, Richard Cawston, Karlis Kirsis and Corinna Refsgaard. Amounts presented are averages for the entire group of Other NEOs in each respective year they were NEOs. |
Pay Versus Performance Table
| (2) The following tables describe the adjustments to calculate the CAP Amounts from the Summary Compensation Table Amounts (“SCT Amounts”) for fiscal year 2024. Pursuant to the applicable rules, the amounts in the “Stock Awards” column from the Summary Compensation Table are subtracted from the SCT Amounts and the values reflected in the table below are added or subtracted as applicable. The fair value of equity awards was computed in accordance with the company’s methodology used for financial reporting purposes. |
Pay Versus Performance Table
| | CEO(1) | | | | | Prior FYE | 12/31/2023 | 12/31/2022 | 12/31/2021 | 12/31/2020 | | Current FYE | 12/31/2024 | 12/31/2023 | 12/31/2022 | 12/31/2021 | | Fiscal Year | 2024 | 2023 | 2022(9) | 2021(9) | | Summary Compensation Table Total | $5,531,791 | $6,733,662 | $4,851,558 | $10,176,933 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($4,436,851) | ($4,221,221) | ($2,964,294) | ($6,746,322) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $3,879,275 | $5,641,348 | $1,323,040 | $12,250,385 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | ($4,893,176) | $717,897 | ($2,242,230) | $120,827 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | $— | $— | $— | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | ($517,232) | $2,987,949 | ($10,363,633) | $3,824,569 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | $— | $— | $— | | Compensation Actually Paid | ($436,193) | $11,859,635 | ($9,395,561) | $19,626,392 |
Pay Versus Performance Table
| | Other NEOs(1) | | | | | Prior FYE | 12/31/2023 | 12/31/2022 | 12/31/2021 | 12/31/2020 | | Current FYE | 12/31/2024 | 12/31/2023 | 12/31/2022 | 12/31/2021 | | Fiscal Year | 2024 | 2023 | 2022(9) | 2021(9) | | Summary Compensation Table Total | $2,151,651 | $2,325,357 | $2,507,302 | $3,347,045 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($1,483,240) | ($1,276,956) | ($1,545,641) | ($1,972,681) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $1,268,948 | $1,690,157 | $767,803 | $3,497,007 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | ($1,720,524) | $292,963 | ($418,447) | $23,468 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | $— | $— | $— | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | ($212,907) | $1,157,256 | ($2,422,397) | $323,350 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | $— | $— | $— | | Compensation Actually Paid | $3,927 | $4,188,777 | ($1,111,379) | $5,218,189 |
Pay Versus Performance Table
| (3) TSR, in the case of both the company and the peer groups, for fiscal year 2021 reflects the cumulative return of $100 as if invested on August 2, 2021, the date of the Spin-Off, through the end of the 2021 fiscal year and assumes the reinvestment of dividends. TSR for 2022, 2023 and 2024 reflects the cumulative return of $100 as if invested from August 2, 2021 through the end of each fiscal year and assumes the reinvestment of dividends. |
Pay Versus Performance Table
| (4) The peer group used is the S&P 500 Technology Index. |
Pay Versus Performance Table
| (5) The peer group used is the S&P 500 Transportation Index. |
Pay Versus Performance Table
| (6) See Annex A for reconciliations of non-GAAP financial measures. |
Pay Versus Performance Table
| (7) The salaries for two of our 2022 and 2023 Other NEOs have been amended to include the following amounts, which were inadvertently omitted in prior filings: Mr. Oran - $13,846 and $16,615, respectively, and Mr. Fogarty - $9,231 and $11,077, respectively. |
Pay Versus Performance Table
| (8) Reflects the full year 2021, including periods prior to the Spin-Off. |
Pay Versus Performance Table
| (9) Stock award values in reporting years 2021 and 2022 were amended from previous Proxy Statement disclosures to reflect the revision in stock option fair value methodology consistent with SEC CD&I 128D.21. Additionally, the 2021 reporting year stock award values were amended from previous Proxy Statement disclosures to consider the stock award values for the full year consistent with SEC CD&I 128D.14, including the period prior to our Spin-Off from XPO. |
Relationship Between Compensation Actually Paid and Performance Measures
Relationship Between Compensation Actually Paid and Performance Measures The following graphs describe the relationships between the CAP Amounts (as calculated above) for our CEO and Other NEOs as compared to our TSR, GAAP Net Income and Adjusted EBITDA. In addition, the first chart below compares our cumulative TSR and peer group cumulative TSR for the indicated years.
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 respective successors shall have been duly elected and qualified or until their earlier resignation or removal: Brad Jacobs Marlene Colucci Todd Cooper Matthew Fassler Julio Nemeth Jason Papastavrou, Ph.D. Torsten Pilz, Ph.D. Laura Wilkin Kyle Wismans Pursuant to our amended and restated certificate of incorporation, our Board was classified with members of each class serving staggered three-year terms until the Annual Meeting. Mr. Jacobs and Ms. Colucci were elected as Class III directors by our stockholders at our 2024 Annual Meeting of Stockholders for a term expiring at the Annual Meeting. Dr. Papastavrou was elected as a Class II director by our stockholders at our 2023 Annual Meeting of Stockholders for a term expiring at the Annual Meeting. Mr. Jacobs, the company’s chairman, identified Mr. Fassler as a director candidate and presented such candidate to the Nominating, Corporate Governance and Sustainability Committee as highly qualified candidate. Upon the recommendation of the Nominating, Corporate Governance and Sustainability Committee, the Board appointed Mr. Fassler as a Class I director on October 11, 2023 for a term expiring at the Annual Meeting. As part of our ongoing commitment to Board refreshment, we have the following five (5) new director nominees standing for election this year, Todd Cooper, Julio Nemeth, Torsten Pilz Ph.D., Laura Wilkin and Kyle Wismans, whom were identified as potential candidates for election to the Board by a third party consulting firm that assisted the company in identifying and evaluating potential director nominees and each candidate was recommended by the Nominating, Corporate Governance and Sustainability Committee as highly qualified candidates to be nominated for election at the Annual Meeting. Oren Shaffer, Gena Ashe, Clare Chatfield, Joli Gross and Malcolm Wilson will not stand for re-election at the Annual Meeting. As of 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 and Director Nominees.” 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 proxy voting for his or her election will be voted for any nominee who shall be designated by the Board 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.

DEF 14A of GXO Logistics, Inc.

2025 DIRECTOR NOMINEES

2025 DIRECTOR NOMINEES

2025 DIRECTOR NOMINEES

2025 DIRECTOR NOMINEES

2025 DIRECTOR NOMINEES

2025 DIRECTOR NOMINEES

2025 DIRECTOR NOMINEES

2025 DIRECTOR NOMINEES

DIRECTORS AND DIRECTOR NOMINEES

DIRECTORS AND DIRECTOR NOMINEES

DIRECTORS AND DIRECTOR NOMINEES

DIRECTORS AND DIRECTOR NOMINEES

DIRECTORS AND DIRECTOR NOMINEES

DIRECTORS AND DIRECTOR NOMINEES

DIRECTORS AND DIRECTOR NOMINEES

DIRECTORS AND DIRECTOR NOMINEES

DIRECTORS AND DIRECTOR NOMINEES

DIRECTORS AND DIRECTOR NOMINEES

DIRECTORS AND DIRECTOR NOMINEES

DIRECTORS AND DIRECTOR NOMINEES

DIRECTORS AND DIRECTOR NOMINEES

DIRECTORS AND DIRECTOR NOMINEES

DIRECTORS AND DIRECTOR NOMINEES

DIRECTORS AND DIRECTOR NOMINEES

DIRECTORS AND DIRECTOR NOMINEES

SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF DIRECTORS AND DIRECTOR NOMINEES

SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF DIRECTORS AND DIRECTOR NOMINEES

SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF DIRECTORS AND DIRECTOR NOMINEES

DIRECTOR COMPENSATION

2024 Director Compensation Table

2024 Director Compensation Table

2024 Director Compensation Table

2024 Director Compensation Table

2024 Director Compensation Table

2024 Director Compensation Table

2024 Director Compensation Table

2024 Director Compensation Table

2024 Director Compensation Table

2024 Director Compensation Table

2024 Director Compensation Table

2024 Director Compensation Table

2024 Director Compensation Table

2024 Director Compensation Table

EXECUTIVE SUMMARY

EXECUTIVE SUMMARY

OUR COMPENSATION PHILOSOPHY AND EXECUTIVE COMPENSATION PROGRAM OBJECTIVES

OUR COMPENSATION PHILOSOPHY AND EXECUTIVE COMPENSATION PROGRAM OBJECTIVES

OUR COMPENSATION PHILOSOPHY AND EXECUTIVE COMPENSATION PROGRAM OBJECTIVES

COMPENSATION GOVERNANCE HIGHLIGHTS

NEO Compensation-Setting Process

GXO Compensation Peer Group

GXO Compensation Peer Group

Annual Short-Term Incentive Target Opportunity

Annual Short-Term Incentive Target Opportunity

Annual Short-Term Incentive Target Opportunity

Annual Short-Term Incentive Payout Eligibility and Range

2024 Annual Short-Term Incentive Financial Results Relative to Targets

2024 Annual Short-Term Incentive Financial Results Relative to Targets

2024 Annual Short-Term Incentive Financial Results Relative to Targets

2024 Annual Short-Term Incentive Financial Results Relative to Targets

2024 Annual Short-Term Incentive Financial Results Relative to Targets

2024 Annual Short-Term Incentive Financial Results Relative to Targets

2024 Annual Short-Term Incentive Financial Results Relative to Targets

2024 Annual Short-Term Incentive Financial Results Relative to Targets

2024 Annual Short-Term Incentive Financial Results Relative to Targets

2024 Annual Short-Term Incentive Financial Results Relative to Targets

2024 Annual Short-Term Incentive Payout

2024 Annual Short-Term Incentive Payout

2024 Annual Short-Term Incentive Payout

2024 Annual Short-Term Incentive Payout

2024 LTI Design

2024 LTI Design

2024 LTI Design

2024 LTI Design

2024 LTI Mix and Awards

2024 LTI Mix and Awards

2024 LTI Mix and Awards

2024 Special Grant

2022 PSUs Summary