GXO Logistics, Inc DEF 14A, filed Apr 26, 2024

GXO Logistics, Inc. (GXO)

DEF 14A 2024-04-26 For: 2024-05-21

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Added on June 12, 2026

About this DEF 14A

GXO Logistics, Inc filed this DEF 14A on April 26, 2024.

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	PROXY STATEMENT SUMMARY			1
	QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING			7
	BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			12
	An Overview of Our Mission and How Our Board Composition is Aligned with Our Strategy			12
	Directors			13
	Summary of Qualifications and Experience of Directors and Director Nominees			18
	Role of the Board and Board Leadership Structure			19
	Board Risk Oversight			19
	Committees of the Board and Committee Membership			20
	Director Compensation			21
	Compensation Committee Interlocks and Insider Participation			22
	Corporate Governance Guidelines and Code of Business Ethics			22
	Director Independence			22
	Director Selection Process			23
	Board Oversight of Human Resource Management			23
	Board Oversight of ESG Matters			24
	Board Oversight of Information Technology and Cybersecurity Risk Management			24
	Stockholder Communication with the Board			24
	Stockholder Proposals for Next Year’s Annual Meeting			25
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			26
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			27
	EXECUTIVE COMPENSATION			29
	Compensation Discussion and Analysis			29
	2023 Company Performance Highlights			29
	Our Compensation Philosophy and Executive Compensation Program Objectives			30
	Stockholder Outreach and Engagement			30
	Compensation Governance Highlights			31
	The Committee’s Compensation Decision-Making Process			31
	Executive Compensation Elements and Outcomes for 2023			33
	2024 LTI Structure			36
	Our Executive Compensation Governance Framework			36
	Other Compensation-Related Items			38
	Compensation Committee Risk Oversight			39
	Compensation Committee Report			39
	Compensation Tables			40
	CEO Pay Ratio Disclosure			45
	Pay Versus Performance Disclosure			46
	Agreements with NEOs and Severance Plan			49
	Equity Compensation Plan Information			52
	AUDIT-RELATED MATTERS			53
	Audit Committee Report			53
	Policy Regarding Pre-Approval of Services Provided by the Outside Auditors			54
	Services Provided by the Outside Auditors			54
	PROPOSALS TO BE PRESENTED AT THE ANNUAL MEETING			55
	Proposal 1: Election of Directors			55
	Proposal 2: Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2024			56
	Proposal 3: Advisory Vote to Approve Executive Compensation			57
	Proposal 4: Charter Amendment to the Amended and Restated Certificate of Incorporation			58
	Other Matters			58
	ADDITIONAL INFORMATION			59
	Availability of Annual Report and Proxy Statement			59
	ANNEX A—RECONCILIATION OF NON-GAAP FINANCIAL MEASURES			60
	ANNEX B—OFFICER EXCULPATION AMENDMENT			64

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	Board Vote Recommendation	Page Reference (for more detail)
PROPOSAL 1: Election of Directors To elect three (3) members of our Board of Directors as Class III directors for a term to expire at the 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified.	FOR each Director Nominee	12-25, 55
PROPOSAL 2: Ratification of the Appointment of our Independent Public Accounting Firm To ratify the appointment of KPMG LLP as the company’s independent registered public accounting firm for fiscal year 2024.	FOR	53-54, 56
PROPOSAL 3: Advisory Vote to Approve Executive Compensation To conduct an advisory vote to approve the executive compensation of the company’s named executive officers (“NEOs”) as disclosed in this Proxy Statement.	FOR	29-52, 57
PROPOSAL 4: Charter Amendment to the Amended and Restated Certificate of Incorporation: To approve an amendment to the company’s amended and restated certificate of incorporation to adopt provisions allowing officer exculpation under Delaware law.	FOR	58

	Board and Committee Independence			Six of our nine current directors are independent. The Audit Committee, Compensation Committee and Nominating, Corporate Governance and Sustainability Committee consist entirely of independent directors.
	Independent Board Oversight and Leadership Roles			Our Board has a lead independent director whose role is to complement our independent committees and independent committee chairs in providing effective Board oversight. Our Board also has an independent vice chair responsible for providing support on key governance matters and stockholder engagement to our chairman, lead independent director and the Board. These independent structures work in conjunction with our chairman. The Board believes its leadership structure as well as the leadership structure of our company function cohesively and serve the best interests of our stockholders based on our company’s strategy and ownership structure.
	Board Refreshment			Our Board is committed to ensuring that its composition includes a range of expertise aligned with our company’s business as well as fresh perspectives on strategy. One of the ways the Board acts on this commitment is through the thoughtful refreshment of directors when appropriate. The Board has a process to seek highly qualified director candidates who bring relevant experience to the Board in light of our growing scale and diversity.
	Committee Rotations			As part of its annual review of committee assignments, the Board will periodically reconstitute its committees and their chairs to ensure effective functioning and new perspectives.
	Director Elections			Our Board is currently composed of members of each class serving staggered three-year terms. We currently have three directors in Class I, three directors in Class II and three directors in Class III. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes. By 2025, all of our directors will stand for election each year for one-year terms, and our Board will therefore no longer be divided into three classes.
	Majority Voting for Director Elections			Our bylaws provide for a majority voting standard in uncontested elections and further require that a director who fails to receive a majority vote must promptly tender his or her resignation to the Board.
	Board Evaluations			Our Board reviews committee and director performance through an annual process of self-evaluation.
	Risk Oversight and Financial Reporting			By engaging in regular deliberations and participating in management meetings, our Board seeks to provide robust oversight of current and potential risks facing our company. Our Audit Committee contributes to strong financial reporting oversight through regular meetings with management and dialogue with our auditors.
	Cybersecurity			Our Board maintains direct oversight over information technology and cybersecurity risk. The Board both receives and provides feedback on regular updates from management regarding information technology and cybersecurity governance processes, policies and business continuity plans, the status of projects to strengthen internal cybersecurity and the results of security breach simulations.
	Active Participation			Our Board held 13 meetings in 2023. Each person currently serving as a director attended over 85% of the Board meetings as well as over 75% of the meetings of any committee(s) on which he or she served. All directors are invited to attend committee meetings even if they are not members of the committee.
	Clear Oversight of Sustainability			Our Nominating, Corporate Governance and Sustainability Committee supports the Board in its oversight of our company’s purpose-driven sustainability strategies and external disclosures. This includes engaging with management on material environmental, social and governance (“ESG”) matters, including how we manage climate change and related risks and impacts, and stakeholder perspectives as well as reviewing the company’s annual ESG Report.

Environmental			Social			Governance
We see our business as uniquely suited to support the global transition to a circular economy that focuses on reducing waste and keeping products and materials in circulation as long as possible. We work with our customers to develop innovative, sustainable solutions that help them better serve their customers and achieve their own environmental goals while dramatically decreasing costs. Often, the positive results of these efforts are not reflected in our own environmental footprint. We understand that efficiencies in delivering products to consumers, including product returns, can reduce overall carbon footprints as well as decrease the need for excess manufacturing and avoid waste. In addition to helping our customers succeed, we have set our own bold environmental sustainability targets and are on track to meet or exceed them:			We are building a workplace that cares for and develops our team members while we seek new ways to strengthen the communities in which we live and work. With more than 130,000 team members in operations worldwide, we strive to be an employer of choice. We recognize the amazing potential we have to create new opportunities, not only for our customers, but also for our teams and communities. We seek to create a positive work environment through ensuring the safety of our gamechangers, cultivating a culture of inclusion and belonging, providing opportunities for growth, providing competitive benefits, using innovation to make our gamechangers more efficient in what they do and supporting the causes that matter to their local communities. These efforts result in happier, more engaged team members and satisfied customers.			Throughout our organization and across more than 970 warehouses around the world, our values and our commitment to ESG guide the decisions we make. Doing business the right way supports our efforts to be an employer of choice as well as a business partner of choice, with our strong governance practices enabling customers to comfortably entrust us with their critical supply chain operations.

Name	Age	Position	Class
Brad Jacobs	67	Non-Executive Chairman of the Board	Class III—Expiring 2024
Marlene Colucci	61	Vice Chair	Class III—Expiring 2024
Oren Shaffer	81	Lead Independent Director	Class III—Expiring 2024
Gena Ashe	62	Director	Class I—Expiring 2025
Clare Chatfield	66	Director	Class II—Expiring 2025
Matthew Fassler	53	Director	Class I—Expiring 2025
Joli Gross	54	Director	Class II—Expiring 2025
Jason Papastavrou	61	Director	Class II—Expiring 2025
Malcolm Wilson	65	Director and Chief Executive Officer	Class I—Expiring 2025

	Brad Jacobs			Non-Executive Chairman and Director since 2021
	Age: 67
	Mr. Jacobs has served as non-executive chairman of our Board of Directors since August 2, 2021. Mr. Jacobs has been the executive chairman of the board of directors at XPO, Inc. (“XPO”) since November 1, 2022 and was previously chairman and chief executive officer from September 2011 to November 2022. Prior to XPO, Mr. Jacobs led two public companies: United Rentals, Inc. (NYSE: URI), which he founded in 1997, and United Waste Systems, Inc., which he founded in 1989. Mr. Jacobs served as chairman and chief executive officer of United Rentals for that company’s first six years and as its executive chairman for an additional four years. He served eight years as chairman and chief executive officer of United Waste Systems. Mr. Jacobs has served as the non-executive chairman of the board of directors of RXO, Inc. (NYSE: RXO) since November 1, 2022.
	Board Committees: None. Other Public Company Boards: 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.

		Marlene Colucci			Vice Chair since 2021 Independent Director since 2021
		Age: 61
		Ms. Colucci has served as vice chair of our Board of Directors since August 2, 2021. Ms. Colucci also served as a director of 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: None.
		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.

	Oren Shaffer			Lead Independent Director since 2021
	Age: 81
	Mr. Shaffer has served as lead independent director of the company since August 2, 2021. Mr. Shaffer also served as a director of XPO from September 2, 2011 to August 2, 2021, when he resigned to join GXO’s Board. From 2002 to 2007, Mr. Shaffer was vice chairman and chief financial officer of Qwest Communications International, Inc. (now CenturyLink, Inc.). Previously, Mr. Shaffer was president and chief operating officer of Sorrento Networks, Inc., executive vice president and chief financial officer of Ameritech Corporation and held senior executive positions with The Goodyear Tire & Rubber Company, where he also served on the board of directors. Additionally, Mr. Shaffer served as a director on the board of Terex Corporation from 2007 until May 2019. He holds a master’s degree in management from the Sloan School of Management, Massachusetts Institute of Technology, and a degree in finance and business administration from the University of California, Berkeley.
	Board Committees: ▪ Chair of Audit Committee
	Other Public Company Boards: None.
	Mr. Shaffer brings to the Board: ▪ Senior financial, operational and strategic experience with various large companies; ▪ Corporate governance expertise from serving as director of various public companies; and ▪ Financial expertise related to his qualifications as an “audit committee financial expert” under SEC regulations.

		Gena Ashe			Independent Director since 2021
		Age: 62
		Ms. Ashe has served as a director of the company since August 2, 2021. Ms. Ashe also served as a director of XPO from March 21, 2016 to August 2, 2021, when she resigned to join GXO’s Board, and as a director of Skyward Specialty Insurance, Inc.(NASDAQ: SKWD) since August 2023 and Chair of its Nominating and Corporate Governance Committee. She has served as the chief legal officer and corporate secretary of Anterix Inc. (NASDAQ: ATEX) since July 2019 and as the president and chief executive officer of GLA Legal Advisory Group, LLC since February 2018. She was senior vice president, chief legal officer and corporate secretary of Adtalem Global Education Inc. (NYSE: ATGE) from May 2017 to February 2018 and executive vice president, chief legal officer and corporate secretary of KKR portfolio company, BrightView Landscapes, LLC from December 2012 to June 2016. Ms. Ashe served as vice-chairman of the Supervisory Board of XPO Logistics Europe S.A. from February 2017 to June 2021. In addition, she served as a director of the Cold Bore Capital Management portfolio company, American Landscape Partners, LLC from February 2021 through August 2023, when the company was acquired, and as a Board Trustee of Spelman College from April 2014 through June 2023. Ms. Ashe has served on the board of directors of the Executive Leadership Council since January 2021. Ms. Ashe holds a juris doctorate degree from Georgetown University Law Center, where she serves on the Georgetown Law Advisory Board, a master’s degree in electrical engineering from Georgia Institute of Technology and a bachelor’s degree in mathematics, with a physics minor, from Spelman College. She has completed the executive development program at the Wharton School of the University of Pennsylvania and holds a certificate in international management from Oxford University in England.
		Board Committees: ▪ Member of Audit Committee
		Other Public Company Boards: Skyward Specialty Insurance Group, Inc.
		Ms. Ashe brings to the Board: ▪ Extensive prior experience with public and private company governance and legal matters, including corporate governance best practices, enterprise risk management and compliance policy development; ▪ In-depth commercial acumen as a tenured technology lawyer with insights into our most important customer verticals, including technology; ▪ Significant exposure to multinational corporate environments, including experience on a European supervisory board, with a global business perspective.

	Clare Chatfield			Independent Director since 2021
	Age: 66
	Ms. Chatfield has served as a director of the company since July 22, 2021. Ms. Chatfield has also served as chairwoman of the Board of the shipbuilding group, Chantiers de l’Atlantique, and president of its Strategy Committee, and a member of the Remuneration and ESG Committee since December 2022, as well as a director of Savencia S.A. (EURONEXT: SAVE) an international dairy and specialty cheese group since 2016 and also as president of its Management and Compensation Committee. Ms. Chatfield also served as a director of XPO Logistics Europe S.A. and president of its Audit committee from 2016 to June 2021. She also served as a director of Daher Group (aerospace sector) and an Audit committee member from 2016 through 2022, and a director of Groupe Antalys (paper distribution) and a Remuneration and Management Committee member from 2017 through 2020. Ms. Chatfield’s career in strategy consulting spans more than three decades since 1990 at L.E.K. Consulting as Managing Partner of the Paris office and Global Head and Senior Partner of the Energy Transition and Environment Practice. Ms. Chatfield holds an MBA from INSEAD and an undergraduate degree from the University of Cambridge in England.
	Board Committees: ▪ Member of Audit Committee
	Other Public Company Boards: Savencia S.A.
	Ms. Chatfield brings to the Board: ▪ Significant financial and accounting expertise, including prior service on public company audit committees; ▪ Broad multinational corporate experience across the principal European markets where the company operates; and ▪ An in-depth understanding of environmental best practices and ESG matters.

		Matthew Fassler			Director since 2023
		Age: 53
		Mr. Fassler has served as a director of the company since October 11, 2023. Mr. Fassler has been the managing member of State Road Advisors, a strategic consulting enterprise providing advisory services to the C-suite, since January 2023. Mr. Fassler has also served as Chief Strategy Officer of Jacobs Private Equity, LLC since September 2023. 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, 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 in History from Yale University.
		Board Committees: None.
		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 ecommerce and consumer sectors.

	Joli Gross			Independent Director since 2021
	Age: 54
	Ms. Gross has served as a director of the company since August 2, 2021. Ms. Gross also serves as senior vice president, chief legal & sustainability officer, corporate secretary of United Rentals, Inc. (NYSE: URI), a title she has held since January 2024. Ms. Gross is also executive sponsor of Planet United, the United Rentals employee resource group focused on sustainability. She previously served as senior vice president, general counsel, corporate secretary and chief sustainability officer from June 2023 to January 2024 and, prior to that, as senior vice president, general counsel and corporate secretary from May 2017 to June 2023. From 2002 through 2017, Ms. Gross held various other positions in United Rentals’ legal department. Prior to joining United Rentals, she was an associate with the law firm of Day, Berry & Howard LLP, specializing in commercial real estate and contracts, and with Edward & Angell LLP, specializing in civil litigation and arbitration. She holds a juris doctorate from New England School of Law, a bachelor’s degree from Boston University and a certificate in business excellence from the Columbia University Business School. Ms. Gross currently serves on the board of Family Centers and Mystic Aquarium.
	Board Committees: ▪ Chair of Nominating, Corporate Governance and Sustainability Committee ▪ Member of Compensation Committee
	Other Public Company Boards: None.
	Ms. Gross brings to the Board: ▪ Extensive knowledge of commercial legal best practices from her prior private practice and corporate experiences; ▪ In-depth knowledge of sustainability and climate change matters as she oversees environmental matters at United Rentals, Inc. and is the executive sponsor of Planet United, the United Rentals, Inc.’s employee resource group focused on sustainability; and ▪ Expertise related to corporate governance, risk management and cybersecurity preparedness from her role as general counsel of a public company.

		Jason Papastavrou, Ph.D.			Independent Director since 2021
		Age: 61
		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. 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.
		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.

	Malcolm Wilson			Director since 2021
	Age: 65
				Mr. Wilson has served as a director and Chief Executive Officer of the company since August 2, 2021. Prior to the formation of GXO, Mr. Wilson served as chief executive officer of XPO Logistics Europe. Mr. Wilson has three decades of executive experience managing multinational supply chain operations in North America, Europe and Asia. He joined XPO in 2015 through the company’s acquisition of industry leader Norbert Dentressangle, where he led the logistics division and served on the executive board. Mr. Wilson grew the logistics division to global scale as Norbert Dentressangle’s largest revenue-producing unit.
	Board Committees: None.
	Other Public Company Boards: None.
	Mr. Wilson brings to the Board: ▪ Substantial industry expertise resulting from his service at XPO and Norbert Dentressangle; and ▪ Extensive leadership experience as XPO Logistics Europe’s chief executive officer and having served on the executive board of other industry leaders.

Name	Audit Committee	Compensation Committee	Nominating, Corporate Governance and Sustainability Committee
Gena Ashe	✓
Clare Chatfield	✓
Marlene Colucci		✓	✓
Joli Gross		✓	C
Jason Papastavrou		C	✓
Oren Shaffer*	C

Name	Fees Earned in Cash(1)			Stock Awards(2)			Total
Brad Jacobs(3)		$	80,000		$	186,848		$	266,848
Marlene Colucci(4)		$	105,000		$	186,848		$	291,848
Oren Shaffer(5)		$	130,000		$	186,848		$	316,848
Gena Ashe(6)		$	80,000		$	186,848		$	266,848
Clare Chatfield(7)		$	80,000		$	186,848		$	266,848
Matthew Fassler(8)		$	—		$	44,623		$	44,623
Joli Gross(9)		$	100,000		$	186,848		$	286,848
Jason Papastavrou(10)		$	100,000		$	186,848		$	286,848

	NEO			2023 ROLE
	Malcolm Wilson			Chief Executive Officer
	Baris Oran			Chief Financial Officer
	Richard Cawston			Chief Revenue Officer commencing December 15, 2023 President of Europe
	Karlis Kirsis			Chief Legal Officer
	Elizabeth Fogarty			Chief Communications Officer
	Maryclaire Hammond			Chief Human Resources Officer from January 1, 2023 - November 3, 2023

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 exceptional perquisites. 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.”

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	Executive Officer			Annual Base Salary (USD)
	Malcolm Wilson			$850,000(1)
	Baris Oran			$630,000
	Richard Cawston			$547,264(2)
	Karlis Kirsis			$465,000(1)
	Elizabeth Fogarty			$420,000
	Maryclaire Hammond			$450,000(1)

Executive Officer	Annualized Base Salary	Target STI Opportunity (as a % of Base Salary)	Target STI Opportunity
Malcolm Wilson	$850,000	150%	$1,275,000
Baris Oran	$630,000	100%	$630,000
Richard Cawston	$547,264	100%	$547,264
Karlis Kirsis	$465,000	100%	$465,000
Elizabeth Fogarty	$420,000	75%	$315,000
Maryclaire Hammond	$450,000	75%	$337,500

STI FOR PERFORMANCE YEAR 2023
		Target		Actual
Executive Officer	Base Salary	Annual STI Opportunity (% of Base Salary)	Annual STI Opportunity	STI Funding Percentage	Total Actual STI
Malcolm Wilson	$850,000	150%	$1,275,000	119.61%	$1,525,049
Baris Oran	$630,000	100%	$630,000	119.61%	$753,554
Richard Cawston	$547,264(1)	100%	$547,264	115.86%	$634,061
Karlis Kirsis	$465,000	100%	$465,000	119.61%	$556,194
Elizabeth Fogarty	$420,000	75%	$315,000	119.61%	$376,777

	Metric			Weighting
	Relative total shareholder return (rTSR) to outperform 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%

Executive Officer	PSUs Awarded (#)(1)	RSUs Awarded (#)(1)
Malcolm Wilson	52,333	22,429
Baris Oran	25,120	10,766
Richard Cawston	20,934	8,972
Karlis Kirsis	12,959	12,959
Elizabeth Fogarty	5,981	5,981
Maryclaire Hammond	5,483	5,483

Name 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		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
		2021		$	537,024		$	1,500,000		$	6,746,322		$	1,287,351		$	106,236		$	10,176,933
Baris Oran(5) Chief Financial Officer		2023		$	605,308		$	—		$	2,026,207		$	753,554		$	27,751		$	3,412,820
		2022		$	586,154		$	—		$	3,847,196		$	635,280		$	62,276		$	5,130,906
		2021		$	371,539		$	750,000		$	4,917,000		$	894,000		$	91,558		$	7,024,097
Richard Cawston Chief Revenue Officer		2023		$	526,306		$	217,662 (6)		$	1,688,570		$	634,061		$	70,850		$	3,137,449
Richard Cawston Chief Revenue Officer
Karlis Kirsis Chief Legal Officer		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
		2021		$	363,441		$	500,000		$	1,349,421		$	757,755		$	46,144		$	3,016,761
Elizabeth Fogarty(7) Chief Communications Officer		2023		$	403,539		$	—		$	653,874		$	376,777		$	13,200		$	1,447,390
		2022		$	390,769		$	—		$	583,842		$	317,640		$	—		$	1,292,251
		2021		$	127,692		$	100,000		$	349,970		$	149,408		$	—		$	727,071
Maryclaire Hammond(8) Former Chief Human Resources Officer		2023		$	450,262		$	—		$	599,413		$	—		$	73,652		$	1,123,327
		2022		$	398,691		$	—		$	778,456		$	363,611		$	121,342		$	1,662,100
		2021		$	351,653		$	350,000		$	1,274,332		$	524,636		$	119,631		$	2,620,251

	Matching Contributions to 401(k) Plan(1)			Perquisites and Other Personal Benefits(2)			Relocation(3)			Relocation Gross-up(4)			Total
Malcolm Wilson		$	—		$	160,067		$	—		$	—		$	160,067
Baris Oran		$	13,200		$	—		$	7,904		$	6,647		$	27,751
Richard Cawston		$	—		$	70,850		$	—		$	—		$	70,850
Karlis Kirsis		$	—		$	32,820		$	8,350		$	6,736		$	47,906
Elizabeth Fogarty		$	13,200		$	—		$	—		$	—		$	13,200
Maryclaire Hammond		$	—		$	62,414		$	6,050		$	5,187		$	73,652

			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)		Grant Date Fair Value of Stock and Option Awards(4)
Name	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		$	637,500		$	1,275,000		$	2,550,000		—		—		—		—			—
	3/7/2023	RSU			—			—			—		—		—		—		22,429		$	1,125,039
	3/7/2023(5)	PSU			—			—			—		26,167		52,333		104,666		—		$	3,096,182
Baris Oran	—	Cash Bonus		$	315,000		$	630,000		$	1,260,000		—		—		—		—			—
	3/7/2023	RSU			—			—			—		—		—		—		10,766		$	540,023
	3/7/2023(5)	PSU			—			—			—		12,560		25,120		50,240		—		$	1,486,185
Richard Cawston	—	Cash Bonus		$	273,632		$	547,264		$	1,094,528		—		—		—		—			—
	3/9/2023(6)	Cash Bonus			—			217,662			217,662		—		—		—		—			—
	3/7/2023	RSU			—			—			—		—		—		—		8,972		$	450,036
	3/7/2023(5)	PSU			—			—			—		10,467		20,934		41,868		—		$	1,238,534
Karlis Kirsis	—	Cash Bonus		$	232,500		$	465,000		$	930,000		—		—		—		—			—
	3/7/2023	RSU			—			—			—		—		—		—		12,959		$	650,023
	3/7/2023(5)	PSU			—			—			—		6,480		12,959		25,918		—		$	766,694
Elizabeth Fogarty	—	Cash Bonus		$	157,500		$	315,000		$	630,000		—		—		—		—			—
	3/7/2023	RSU			—			—			—		—		—		—		5,981		$	300,007
	3/7/2023(5)	PSU			—			—			—		2,991		5,981		11,962		—		$	353,867
Maryclaire Hammond	—	Cash Bonus		$	168,750		$	337,500		$	675,000		—		—		—		—			—
	3/7/2023	RSU			—			—			—		—		—		—		5,483		$	275,027
	3/7/2023(5)	PSU			—			—			—		2,742		5,483		10,966		—		$	324,386

	Option Awards									Stock Awards
															Equity Incentive Plan Awards
Name	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		65,968(7)		197,910(7)		$	64.91		6/7/2031		40,685		$	2,488,295		78,583		$	4,806,136
Baris Oran		54,973(8)		164,925(8)		$	65.60		5/17/2031		41,391		$	2,531,474		42,620		$	2,606,639
Richard Cawston		41,232(9)		123,691(9)		$	64.91		6/7/2031		18,705		$	1,143,998		32,747		$	2,002,807
Karlis Kirsis		10,995(10)		32,984(10)		$	64.13		7/15/2031		22,479		$	1,374,816		19,209		$	1,174,822
Elizabeth Fogarty		—		—		$	—		—		10,198		$	623,710		9,731		$	595,148
Maryclaire Hammond		10,995(11)		32,984(11)		$	64.91		6/7/2031		13,051		$	798,199		10,483		$	641,140

													Value of Initial Fixed $100 Investment Based on:
Year	Summary Compensation Table Total to CEO(1)			Compensation Actually Paid to CEO(1)(2)			Average Summary Compensation Table Total to Other NEOs(1)			Average Compensation Actually Paid to Other NEOs(1)(2)			Total Shareholder Return(3)			Peer Group Total Shareholder Return(3)(4)			Peer Group Total Shareholder Return(3)(5)			GAAP Net Income ($ Millions)			Adjusted EBITDA ($ Millions)(6)
2023		$	6,733,662		$	11,859,635		$	2,319,819		$	4,183,239		$	96.97		$	129.52		$	102.32		$	233		$	741
2022		$	4,851,558		$	(9,395,561)		$	2,501,533		$	(1,117,148)		$	67.69		$	82.06		$	90.89		$	200		$	728
2021		$	10,176,933		$	19,626,392		$	3,347,045		$	5,218,189		$	144.01(7)		$	114.28(7)		$	111.02(7)		$	161(7)		$	611(7)

	2023						2022*						2021*
	CEO			Other NEOs**			CEO			Other NEOs**			CEO			Other NEOs**
Total Compensation as reported in Summary Compensation Table (SCT)		$	6,733,662		$	2,319,819		$	4,851,558		$	2,501,533		$	10,176,933		$	3,347,045
Aggregate grant date fair value of stock awards granted during the year			(4,221,221)			(1,276,956)			(2,964,294)			(1,545,641)			(6,746,322)			(1,972,681)

		Financial Performance Measures*
		Adjusted EBITDA
		Organic Revenue
		Free Cash Flow

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1) (a)		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(2) (b)			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by security holders		2,702,408		$	64.72		7,544,234
Equity compensation plans not approved by security holders		—			—		—
Total		2,702,408		$	64.72		7,544,234

Fee Category	2023			2022
Audit Fees		$	5,750,000		$	5,400,000
Audit-Related Fees			65,100			22,500
Tax Fees			77,982			—
All Other Fees			1,035,020			1,127,000
Total Fees		$	6,928,102		$	6,549,500

	Year Ended December 31,
(In millions)	2023			2022
Net income attributable to GXO		$	229		$	197
Net income attributable to noncontrolling interests			4			3
Net income		$	233		$	200
Interest expense, net			53			29
Income tax expense			33			64
Depreciation and amortization expense			361			329
Transaction and integration costs			34			61
Restructuring costs and other			32			32
Unrealized (gain) loss on foreign currency options and other			(5)			13
Adjusted EBITDA(1)		$	741		$	728
Less: Depreciation			290			261
Adjusted EBITA(1)		$	451		$	467