RXO, Inc DEF 14A, filed Apr 6, 2023

RXO, Inc. (RXO)

DEF 14A 2023-04-06

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Added on June 12, 2026

About this DEF 14A

RXO, Inc filed this DEF 14A on April 6, 2023.

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	To elect three members of our Board of Directors as Class I directors for a term to expire at the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified;
	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2023;
	To conduct an advisory vote to approve the executive compensation of our named executive officers (“NEOs”), as disclosed in the Proxy Statement;
	To consider an advisory vote on the frequency of future advisory votes to approve executive compensation; and
	To consider and transact other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

PROXY STATEMENT SUMMARY	1
QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING	6
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	11
An Overview of Our Mission and How Our Board Composition is Aligned with Our Strategy	11
Directors	12
Role of the Board and Board Leadership Structure	18
Board Risk Oversight	18
Committees of the Board and Committee Membership	19
Director Compensation	20
Compensation Committee Interlocks and Insider Participation	21
Corporate Governance Guidelines and Code of Business Ethics	21
Director Independence	21
Director Selection Process	22
Board Oversight of Human Capital Management	23
Board Oversight of Sustainability 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	24
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	25
DELINQUENT SECTION 16(a) REPORTS	28
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	29
Compensation Dicussion and Analysis	31
AUDIT-RELATED MATTERS	45
Audit Committee Report	45
Policy Regarding Pre-Approval of Services Provided by the Outside Auditors	46
Services Provided by the Outside Auditors	46
PROPOSALS TO BE PRESENTED AT THE ANNUAL MEETING	47
Proposal 1: Election of Directors	47
Proposal 2: Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2023	48
Proposal 3: Advisory Vote to Approve Executive Compensation	49
Proposal 4: Advisory Vote on Frequency of Future Advisory Votes to Approve Executive Compensation	50
Other Matters	50
ADDITIONAL INFORMATION	51
ANNEX A	52

Date and Time		Place		Record Date
	Tuesday, May 23, 2023 at 10:00 a.m. Eastern Time		Virtual Meeting Site: www.virtualshareholdermeeting.com/RXO2023		You can vote if you were a stockholder of record as of the close of business on March 29, 2023

	Board Vote Recommendation	Page Reference (for more detail)
	Board Vote Recommendation	Page Reference (for more detail)
PROPOSAL 1: Election of Directors To elect three members of our Board of Directors as Class I Directors for a three-year term to expire at the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified.	FOR each Director Nominee	11-24, 47
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 2023.	FOR	48
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	49
PROPOSAL 4: Advisory Vote on Frequency of Future Advisory Votes to Approve Executive Compensation To conduct an advisory vote on the frequency of future advisory votes to approve executive compensation.	ONE YEAR	50

Board and Committee Independence	Seven of our nine current directors are independent. The Audit Committee, the Compensation Committee and the Nominating, Governance and Sustainability Committee each consist entirely of independent directors.
Independent Board Oversight and Leadership Roles	Our Board has a lead independent director whose role is to complement the roles of our independent committees and independent committee chairs providing effective Board oversight. Our Board also has an independent vice chairman 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 company’s leadership structure, function cohesively and serve the best interests of our stockholders based on the company’s strategy and ownership structure.
Board Refreshment	Our Board is committed to ensuring that its composition includes a range of expertise aligned with the 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 out highly qualified director candidates who would bring relevant experience to the Board considering our company’s growing scale and diversity.
Committee Rotations	As part of its annual review of committee assignments, the Board will consider periodically reconstituting its committees and their chairs to ensure effective functioning and new perspectives.
Director Elections	Our Board is currently classified with members of each class serving staggered three-year terms. We have three directors in Class I, three directors in Class II and three directors in Class III. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. By 2026, all our directors will stand for election each year for one-year terms, and our Board will no longer be divided into three classes.
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 tender his or her resignation to the Board.
Board Evaluations	Our Board will review committee and director performance through an annual process of self-evaluation.
Risk Oversight and Financial Reporting	Our Board seeks to provide robust oversight of current and potential risks facing our company by engaging in regular deliberations and participating in management meetings. Our Audit Committee contributes to strong financial reporting oversight through regular meetings with management and dialogue with our auditors.
Active Participation	Our Board held one meeting during 2022. Eight out of nine persons currently serving as a director attended the meeting. Each person attended all of the meetings of the committee(s) on which he or she served during the time he or she served on the Board or committees.
Direct Oversight of Sustainability	The Nominating, Governance and Sustainability Committee supports the Board in its oversight of the company’s purpose-driven sustainability strategies and external disclosures. This includes engaging with management on material environmental, social and corporate governance matters and stakeholder perspectives.

Name	Director Since	Age	Occupation	Independent	AC	CC	NGSC
Drew Wilkerson	2022	39	Chief Executive Officer, RXO, Inc.
Stephen Renna	2022	64	Senior Managing Director, Ankura Consulting Group	Y		ü	ü
Thomas Szlosek*	2022	59	Chief Financial Officer, Avantor, Inc.	Y	C

AC = Audit Committee	NGSC = Nominating, Governance	C =	Committee Chairman
CC = Compensation Committee	and Sustainability Committee	ü =	Committee Member
		* =	Audit Committee Financial Expert

$4.8B Revenue +2% y/y, driven by a $180 million increase in truck brokerage revenue	$92M Net Income Compared with a net income of $150 million for 2021	$306M Adjusted EBITDA +10% y/y*

$0.79 Diluted EPS Compared with a diluted EPS of $1.30 for 2021	$1.56 Adjusted Diluted EPS Compared with an adjusted diluted EPS of $1.48 in 2021*	$310M Cash Flow From Operations Up 100% year-over-year

$598M Total Liquidity $98 million cash and cash equivalents, $500 million available borrowing capacity

§	Proposal 2: Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2023. Ratification of the appointment of KPMG as our independent registered public accounting firm for the year ending December 31, 2023 requires the affirmative vote of a majority of the votes cast (meaning the number of shares voted “for” must exceed the number of shares voted “against”) by holders of shares of our common stock at the Annual Meeting at which a quorum is present. Abstentions are not considered votes cast for purposes of tabulation and will have no effect on the proposed ratification of KPMG. We do not expect any broker non-votes, as brokers have discretionary authority to vote on this proposal.
§	Proposal 3: Advisory vote to approve executive compensation. Advisory approval of the resolution on executive compensation of our NEOs as disclosed in this Proxy Statement requires the affirmative vote of a majority of the votes cast (meaning the number of shares voted “for” must exceed the number of shares voted “against”) by holders of shares of our common stock at the Annual Meeting at which a quorum is present. This resolution, commonly referred to as a “say-on-pay” resolution, is not binding on our Board of Directors. Although it is non-binding, our Board and the Compensation Committee will consider the voting results when making future decisions regarding our executive compensation program.
	Brokers may not use discretionary authority to vote shares of our common stock on the advisory vote to approve executive compensation if they have not received specific instructions from their clients. If you are a beneficial owner of shares of our common stock, for your vote to be counted in the advisory vote to approve executive compensation, you will need to communicate your voting decisions to your bank, broker or other nominee before the date of the Annual Meeting in accordance with their specific instructions. Abstentions and broker non-votes are not considered votes cast for purposes of tabulation and will have no effect on the advisory vote to approve executive compensation.
§	Proposal 4: Advisory vote on frequency of future advisory votes to approve executive compensation. Advisory determination of the frequency of future advisory votes to approve executive compensation will be based on one of four choices as indicated on the proxy card or voting instruction: “one year,” “two years,” “three years” or “abstain.” The affirmative vote of a majority of the votes cast by holders of our common stock at the Annual Meeting at which a quorum is present will be the act of the stockholders. If none of the three alternatives receives a majority vote of the shares cast then the alternative receiving a plurality of the votes cast will be deemed the preferred alternative of our stockholders. However, the vote is not binding on our Board of Directors and the Compensation Committee. Although the vote is non-binding, our Board of Directors and the Compensation Committee will carefully review the voting results. Notwithstanding our Board’s recommendation and the outcome of the stockholder vote, our Board may, in the future, decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs.
	Brokers may not use discretionary authority to vote shares on the advisory vote on frequency of future advisory votes to approve executive compensation if they have not received specific instructions from their clients. If you are a beneficial owner of shares, for your vote to be counted in the advisory vote on frequency of future advisory votes to approve executive compensation, you will need to communicate your voting decisions to your bank, broker, or other nominee before the date of the Annual Meeting in accordance with their specific instructions. Abstentions and broker non-votes are not considered votes cast for purposes of tabulation and will have no effect on the advisory vote on frequency of future advisory votes to approve executive compensation.

§	Market our brokerage capabilities and value-added services to new and existing customers of all sizes, using a partnership approach that creates enduring relationships;
§	Leverage our positioning to increasingly capitalize on secular trends in demand, such as the increasing broker penetration of the for-hire truckload industry and the growing shipper preference for digital brokerage services;
§	Continue to recruit and retain talented customer and carrier sales representatives, and continuously improve their productivity with our state-of-the-art technology;
§	Continue to attract high-caliber independent carriers to provide third-party transportation services for our customers; and
§	Capitalize on our first-mover technology advantage to continue to gain share of the truck brokerage industry by optimizing brokerage processes and pricing for customers and carriers, and by enhancing the productivity of our operations.

	§	Business operations;
	§	Corporate governance;
	§	Customer service;
	§	Environmental sustainability and corporate responsibility;
	§	Effective capital allocation;
	§	Critical analysis of corporate financial statements and capital structures;
	§	Human resources management;

	§	Multinational corporate management;
	§	Sales and marketing;
	§	Mergers and acquisitions, integration and optimization;
	§	Transportation and logistics industry;
	§	Risk management;
	§	Talent management and engagement; and
	§	Technology and information systems.

Name	Age	Position	Class
Brad Jacobs	66	Chairman of the Board	Class III – Expiring 2025
Michelle Nettles	51	Lead Independent Director	Class III – Expiring 2025
Mary Kissel	46	Vice Chairman	Class III – Expiring 2025
Drew Wilkerson	39	Chief Executive Officer and Director	Class I – Expiring 2023
Christine Breves	67	Director	Class II – Expiring 2024
AnnaMaria DeSalva	54	Director	Class II – Expiring 2024
Adrian Kingshott	63	Director	Class II – Expiring 2024
Stephen Renna	64	Director	Class I – Expiring 2023
Thomas Szlosek	59	Director	Class I – Expiring 2023

Michelle Nettles	Lead Independent Director since 2022
Age: 51	Independent Director since 2022
Ms. Nettles has served as lead independent director of the company since November 1, 2022. She has served as global chief people and culture officer for ManpowerGroup since July 2019, with responsibility for global human resources, learning, culture and diversity. Previously, over a 20-year tenure with Molson Coors Brewing Company, Ms. Nettles held various leadership roles across all aspects of human resources, including executive compensation, talent management, diversity and inclusion, culminating in chief people and diversity officer from October 2016 to July 2019. She additionally served in several roles as assistant general counsel, including responsibility for leading the company’s labor and employment practice. Ms. Nettles is a member of the boards of St. Paul’s Cathedral Trust in America and the Thurgood Marshall College Fund and is the board chair for Dr. Howard Fuller Collegiate Academy. She holds a juris doctorate from the University of Wisconsin-Madison and a bachelor’s degree from Florida Agricultural & Mechanical University. Board Committees: § Chairman of the Compensation Committee Other Public Company Boards: None Ms. Nettles brings to the Board: § Extensive expertise in corporate culture-building, ESG matters, labor and employment legal issues, and human resources, including experience in executive compensation, talent management, and diversity and inclusion.

Mary Kissel	Vice Chairman since 2022
Age: 46	Independent Director since 2022
Ms. Kissel has served as a director of the company since November 1, 2022. She is executive vice president and senior policy advisor with Stephens Inc. Previously, Ms. Kissel served as senior advisor to the U.S. Secretary of State from October 2018 to January 2021. Prior to joining the State Department, she was a member of The Wall Street Journal editorial board in New York and editorial-page editor for Asia Pacific in Hong Kong. Additionally, Ms. Kissel served on the XPO board of directors prior to the completion of the RXO spin-off. She is a member of the Council on Foreign Relations, the host of the Nixon Seminar on Conservative Realism and National Security, and a director of The American Australian Council and The Marathon Initiative. Ms. Kissel holds a master’s degree from the Paul H. Nitze School of Advanced International Studies and a bachelor’s degree in government from Harvard University. Board Committees: § Member of the Compensation Committee Other Public Company Boards: None Ms. Kissel brings to the Board: § Deep expertise in geopolitics, risk advisory, public policy and its impact on the business environment; and § Extensive experience in strategic communications, media and government affairs.

Drew Wilkerson	Director since 2022
Age: 39 Mr. Wilkerson has served as a director and chief executive officer of the company since November 1, 2022. Mr. Wilkerson is a transportation industry veteran with 16 years of experience in brokerage operations. He joined XPO in May 2012 to spearhead the growth of the company’s flagship truck brokerage hub in Charlotte, North Carolina. In May 2014, he was promoted to regional vice president, with responsibility for major brokerage operations and strategic accounts. In March 2017, he was named president of XPO’s North American brokerage business, and in February 2020, he was named president of XPO’s North American transportation division, with P&L responsibility for truck brokerage, expedite, intermodal, drayage, managed transportation, last mile and freight forwarding. He served in this role until the company's separation from XPO. Prior to XPO, Mr. Wilkerson held leadership positions in sales, operations, and customer and carrier relationship management with C.H. Robinson Worldwide. He graduated from the University of South Carolina with a degree in public relations. Board Committees: None Other Public Company Boards: None Mr. Wilkerson brings to the Board: § In-depth knowledge of the company’s strategy, operations, customers and markets; and § A deep understanding of the broader brokered transportation industry and his knowledge of RXO’s people.

Christine Breves	Independent Director since 2022
Age: 67 Ms. Breves has served as a director of the company since November 1, 2022. She retired from United States Steel Corporation in December 2022. Most recently, she was executive vice president, business transformation. Prior to that role, she was senior vice president & chief financial officer for United States Steel Corporation from November 2019 through August 2022. Ms. Breves held senior roles at United States Steel since 2013 including senior vice president - manufacturing support and chief supply chain officer, vice president and chief supply chain officer, and vice president and chief procurement officer. Previously, Ms. Breves was with Alcoa Corporation for 14 years, where she held various executive positions including chief procurement officer from 2004 to 2012. Prior to Alcoa, Ms. Breves was with Alumax Inc. which was acquired by Alcoa in 1998. In Alumax, she held increasingly responsible positions in accounting, maintenance, and procurement. Ms. Breves graduated with a bachelor’s degree in business administration from the College of Charleston and a master’s degree in business administration from The Citadel. Ms. Breves is a member of the board of directors of Sylvamo Corporation and MPLX where she serves on the audit committees. She is past chairperson of CAPS Research Advisory Board and is a past member of the national Board of Directors of the Institute for Supply Management and is a recipient of ISM’s Shipman Medal. Board Committees: § Member of the Audit Committee Other Public Company Boards: § Sylvamo Corporation (NYSE: SLVM) § MPLX LP (NYSE: MPLX) Ms. Breves brings to the Board: § Executive experience with strategy development, capital allocation and business transformation; and § Expertise with financial systems, human capital management, risk management, procurement and supply chain, and manufacturing operations.

					©2023 RXO, Inc.
					©2023 RXO, Inc.

					©2023 RXO, Inc.
					©2023 RXO, Inc.

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		1			©2023 RXO, Inc.

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		2			©2023 RXO, Inc.

AnnaMaria DeSalva	Independent Director since 2022
Age: 54 Ms. DeSalva has served as a director of the company since November 1, 2022. Ms. DeSalva serves as the global chairman and CEO of Hill+Knowlton Strategies, one of the world’s leading strategic communications firms, with more than 70 offices in nearly 40 markets. In this role she also serves on the executive committee of parent company WPP plc, the largest marketing services company in the world. Before joining the RXO board, Ms. DeSalva served as a director of XPO from September 2017, and was vice chairman of the board from February 2019 until November 1, 2022, when XPO spun out RXO. In September 2022, she completed seven years of service on the Board of Governors of Argonne National Laboratory of the U.S. Department of Energy. Before joining H+K in June 2019, Ms. DeSalva served as chief communications officer at DuPont, and subsequently as a senior advisor to the CEO of DowDuPont, as he advanced the separation and launch of new independent public companies. Prior to DuPont, Ms. DeSalva was head of corporate affairs for biopharmaceutical innovation at Pfizer, an advisor to the U.S. Food and Drug Administration, and head of the global healthcare practice of Hill+Knowlton. Earlier, at Bristol-Myers Squibb, she led global public affairs for the oncology business and served as director of the Bristol-Myers Squibb Foundation. In December 2022, Ms. DeSalva was appointed to the Board of Visitors of William & Mary, her alma mater. She is also a Trustee of the Committee for Economic Development of the Conference Board, a member of the Partnership for New York City, and a member of The Economic Club of New York. Board Committees: § Chairman of the Nominating, Governance and Sustainability Committee Other Public Company Boards: None Ms. DeSalva brings to the Board: § Global perspective as the chief executive officer of a multinational advisory company serving clients across almost every geography and industrial sector; and § Significant communications and corporate affairs experience, having served in related senior leadership roles at several public companies.

Adrian Kingshott	Independent Director since 2022
Age: 63 Mr. Kingshott has served as a director of the company since November 1, 2022. Before joining the RXO board he also served as a director of XPO from September 2, 2011 to November 1, 2022. He is a managing director of Spotlight Advisors, LLC, a position he has held since September 2015. Previously, Mr. Kingshott was the chief executive officer of AdSon, LLC from October 2005 to November 2021, a member of the board of directors of Centre Lane Investment Corp. from May 2011 to March 2021, and a senior advisor to Headwaters Merchant Bank from 2013 to June 2018. Previously, with Goldman Sachs, he was co-head of the firm’s Global Leveraged Finance business and held various other positions over a 17-year tenure. More recently, Mr. Kingshott was a managing director and portfolio manager at Amaranth Advisors, LLC. He is an adjunct professor of Global Capital Markets and Investments at Fordham University’s Gabelli School of Business. He holds a master’s degree in business administration from Harvard Business School and a master of jurisprudence degree from Oxford University. Board Committees: § Member of the Audit Committee § Member of the Nominating, Governance and Sustainability Committee Other Public Company Boards: None Mr. Kingshott brings to the Board: § More than 25 years of experience in the investment banking and investment management industries; and § Expertise with respect to corporate governance, acquisition transactions, debt and equity financing and corporate financial management.

Stephen Renna	Independent Director since 2022
Age: 64 Mr. Renna has served as a director of the company since November 1, 2022. He is a senior managing director with Ankura Consulting Group’s Global Strategic Advisory practice, a position he has held since May 2021. Prior to joining Ankura, Mr. Renna served as the chief banking officer of the U.S. Export Import Bank (“EXIM”), the official export credit agency of the United States. In that role, from August 2019 to January 2021, he oversaw the execution of EXIM trade financing arrangements offered to exporters of U.S. goods and services. Previously, Mr. Renna was executive director of The Advocacy Center at the U.S. Department of Commerce from September 2017 to August 2019, and president and chief executive officer of the Commercial Real Estate Finance Council from May 2011 to April 2016. Earlier, he was president of the National Association of Real Estate Investment Managers. He received his juris doctor degree from Catholic University and his bachelor’s degree from Fairfield University. Board Committees: § Member of the Compensation Committee § Member of the Nominating, Governance and Sustainability Committee Other Public Company Boards: None Mr. Renna brings to the Board: § More than 30 years of executive experience in the public and private sectors, notably in finance, investment structuring, business planning, capital formation and the functions of federal agencies.

Thomas Szlosek	Independent Director since 2022
Age: 59 Mr. Szlosek has served as a director of the company since November 1, 2022. He is executive vice president and chief financial officer of Avantor, Inc., a global partner to customers in the biopharma, healthcare, education and government, and advanced technologies and applied materials industries. He joined Avantor in December 2018 following a 14-year tenure with Honeywell, where he most recently served as Senior Vice President, CFO from April 2014 to December 2018. Earlier, during eight years with GE Corporation, Mr. Szlosek held various finance leadership roles, including CFO of GE Medical Systems Asia, based in Japan, and CFO of GE Consumer Finance Europe, based in Ireland. He is a certified public accountant and began his career in the audit practice of Price Waterhouse (now PwC). Mr. Szlosek serves as a director and chairman of the audit committee of Janus International Group, Inc., a role he has held since June 2021. He holds a bachelor’s degree from the State University of New York College at Geneseo. Board Committees: § Chairman of the Audit Committee Other Public Company Boards: § Janus International Group, Inc. Mr. Szlosek brings to the Board: § More than two decades of financial management experience across a number of different sectors, including life sciences, medical, technology and manufacturing; § Extensive public company experience as a current and former chief financial officer of Fortune 500 companies; and § International background, with five years on-the-ground experience in Asia and Europe.

	Brad Jacobs	Michelle Nettles	Mary Kissel	Drew Wilkerson	Christine Breves	AnnaMaria DeSalva	Adrian Kingshott	Stephen Renna	Thomas Szlosek
BUSINESS OPERATIONS experience provides a practical understanding of developing, implementing and assessing our operating plan and business strategy.	✔	✔	✔	✔	✔	✔	✔	✔	✔
CORPORATE GOVERNANCE experience bolsters Board and management accountability, transparency and a focus on stockholder interests.	✔	✔	✔	✔	✔	✔	✔	✔	✔
CUSTOMER SERVICE experience brings an important perspective to our Board, given the importance of customer retention to our business model.	✔	✔		✔		✔		✔	✔
ENVIRONMENTAL SUSTAINABILITY AND CORPORATE RESPONSIBILITY experience allows our Board’s oversight to guide our long-term value creation for stockholders in a way that is sustainable.	✔	✔	✔	✔	✔	✔		✔	✔
EFFECTIVE CAPITAL ALLOCATION experience is crucial to our Board’s evaluation of our financial statements and capital structure.	✔	✔		✔	✔	✔	✔	✔	✔
CRITICAL ANALYSIS OF CORPORATE FINANCIAL STATEMENTS AND CAPITAL STRUCTURES experience assists our directors in overseeing our financial reporting and internal controls.	✔	✔		✔	✔	✔	✔	✔	✔
HUMAN RESOURCES MANAGEMENT experience allows our Board to further our goals of making RXO an inclusive workplace and aligning human resources objectives with our strategic and operational priorities.	✔	✔	✔	✔	✔	✔			✔
MULTINATIONAL CORPORATE MANAGEMENT experience informs the Board’s strategic thinking, given the global nature of our business.	✔	✔	✔	✔	✔	✔	✔	✔	✔
SALES AND MARKETING experience helps our Board assist with our business strategy and with developing new services and operations.	✔			✔		✔		✔
MERGERS AND ACQUISITIONS, INTEGRATION AND OPTIMIZATION experience helps our company identify the optimal strategic opportunities for profitable growth and realize synergies.	✔	✔	✔	✔	✔	✔	✔		✔
TRANSPORTATION AND LOGISTICS INDUSTRY experience is important in understanding our competitive environment and market positioning.	✔			✔	✔	✔	✔
RISK MANAGEMENT experience is critical to our Board’s role in overseeing the risks facing our company, including mitigation measures.	✔	✔	✔	✔	✔	✔	✔	✔	✔
TALENT MANAGEMENT AND ENGAGEMENT experience helps our company attract, motivate and retain top candidates for leadership roles and innovation teams.	✔	✔	✔	✔	✔	✔	✔	✔	✔
TECHNOLOGY AND INFORMATION SYSTEMS experience provides valuable insights as we continually seek to enhance customer outcomes and internal operations.	✔		✔		✔	✔			✔

§	Audit Committee. The Audit Committee oversees the policies that govern the process by which management assesses and manages our exposure to risk. In that role, the Audit Committee discusses major financial risk exposures, including cyber-related risks, with our management and discusses the steps that management has taken to monitor and control these exposures. Additionally, the Audit Committee is responsible for reviewing risks arising from related party transactions involving our company, and for overseeing our companywide Code of Business Ethics and overall compliance with legal and regulatory requirements.
§	Compensation Committee. The Compensation Committee monitors the risks associated with our compensation philosophy and programs. The Committee ensures that the company’s compensation structure strikes an appropriate balance in motivating our senior executives to deliver long-term results for the company’s stockholders, while simultaneously reducing excessive risk-taking and holding our senior leadership team accountable.
§	Nominating, Governance and Sustainability Committee. The Nominating, Governance and Sustainability Committee oversees risks related to our governance structure and processes, as well as risks associated with the company’s corporate sustainability practices and reporting.

Name	Audit Committee	Compensation Committee	Nominating, Governance and Sustainability Committee
Christine Breves	✓
AnnaMaria DeSalva			C
Adrian Kingshott	✓		✓
Mary Kissel		✓
Michelle Nettles		C
Stephen Renna		✓	✓
Thomas Szlosek*	C

C = Committee chairman	✓ = Committee member
* = Audit Committee Financial Expert

Name⁽¹⁾	Fees Earned in Cash ($)⁽²⁾	Stock Awards ($)⁽³⁾⁽⁴⁾	Total ($)
Brad Jacobs	13,261	31,767	45,028
Christine Breves	13,261	31,767	45,028
AnnaMaria DeSalva	16,576	-	16,576
Adrian Kingshott	13,261	-	13,261
Mary Kissel	17,405	-	17,405
Michelle Nettles	20,720	31,767	52,487
Stephen Renna	13,261	31,767	^45,028
Thomas Szlosek	17,405	31,767	49,172

§	Diversity, Equity, and Inclusion: We’re committed to diversity, equity, and the inclusion of employees of all backgrounds and abilities. Through open communication and ongoing learning and development, we’re better equipped to understand our culture and celebrate the individuality within it. We engage in academic partnerships that advance diversity in higher education, including our collaboration with minority-serving institutions such as Historically Black Colleges and Universities and the Hispanic Association of Colleges and Universities. We sponsor inclusion programs and resource groups that support employee and supplier heritage, women, veterans, the LGBTQ+ community, people with disabilities, and other multicultural groups. Commitments in 2022 included a partnership with Hiring Our Heroes, Wreaths Across America, Women In Trucking, and “Table Talk” conversations with RXO leaders on DE&I topics.
§	Health and Safety: Throughout the COVID-19 pandemic, we continued to prioritize employees’ physical and mental health, and aimed to balance protecting employee health and creating a comfortable work environment. We remain diligent in upholding RXO’s COVID-19 safety protocols, a contactless delivery policy for our drivers and customers, pandemic paid sick leave, and access to mental health counseling services for employees and their dependents. Another way we work to decrease occupational injuries and illnesses is through our global Road to Zero program. Road to Zero instills safety and compliance awareness through education, mentoring, communication, and on-the-job training. In 2022, RXO maintained an Occupational Safety and Health Administration total recordable incident rate that was lower than the national benchmark for the Truck Transportation industry, based on the “Industry Injury and Illness Data” of the U.S. Bureau of Labor Statistics.
§	Talent Development and Engagement: We believe that acquiring top talent and investing in the development of our people gives us a sustainable, competitive advantage. We attract candidates from diverse talent sources and build our pipeline by offering rewarding and challenging career opportunities. We create exceptional employee training experiences that are collaborative and transformative. Such initiatives include our LEAD program, Grow at RXO, Career Development Planning Workshops, RISE and RXO’s intern and graduate programs. We also prioritize inclusive hiring and retention practices and provide focused equity training and ongoing learning and development on DE&I topics. We listen to our employees, we ask for feedback through engagement surveys, leadership roundtables, site assessments, and town halls. We use these opportunities to gauge what is important to our employees and gather constructive suggestions on the areas we can improve.
§	Total Rewards: RXO’s total rewards offering is designed to attract, retain, and drive our people. We provide competitive compensation and benefits from day one. Our comprehensive suite of health and well-being benefit programs supports the diverse needs of our employees and their families. In addition, RXO continues to cover the majority of health care costs to minimize the inflationary impact on employees.

	§	equity interests in certain RXO subsidiaries that hold assets of the RXO businesses;
	§	the RXO brands, certain other trade names and trademarks, and certain other intellectual property (including patents, know-how and trade secrets), software, information and technology allocated to RXO pursuant to the separation agreement;
	§	certain real property either owned or leased by XPO, RXO or one of their subsidiaries set forth in the separation agreement;
	§	certain contracts exclusively related to the RXO businesses;
	§	other assets and rights expressly allocated to RXO pursuant to the terms of the separation agreement or certain other agreements entered into in connection with the separation;
	§	cash in an amount equal to $100 million (after giving effect to the cash true-up adjustments set forth in the separation agreement);
	§	permits that are primarily used or held for use in the RXO businesses; and
	§	other assets that are included in RXO’s pro forma balance sheet;

§	certain liabilities related to the RXO businesses or the RXO Assets, which we refer to as the “RXO Liabilities,” are or will be retained by or transferred to RXO; and
§	all of the assets (including cash and cash equivalents) and liabilities (including whether accrued, contingent or otherwise) other than the RXO Assets and the RXO Liabilities are or will be retained by or transferred to XPO.

§	XPO generally is responsible for all U.S. federal income taxes imposed on the XPO consolidated tax return group and state and foreign income, franchise, capital gains, withholding and similar taxes imposed on a consolidated, combined or unitary tax return group (or similar tax group under non-U.S. law) that includes XPO or one of its subsidiaries with respect to taxable periods (or portions thereof) that end on or prior to the distribution date. RXO generally is responsible for all federal, state, or foreign income, franchise, capital gain, withholding or similar taxes imposed on a separate return basis on RXO (or any of its subsidiaries or any subgroup consisting solely of RXO and its subsidiaries), as applicable, with respect to taxable periods (or portions thereof) that end on or prior to the distribution date.
§	Special rules allocate tax liabilities in the event either (i) the distribution, together with certain related transactions, fails to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code or (ii) any internal separation transaction that is intended to qualify as a transaction that is generally tax-free fails to so qualify.
§	Each of XPO and RXO would be responsible for a specified portion of any taxes (and any related costs and other damages) arising as a result of the failure of the distribution and certain related transactions to qualify as a transaction that is generally tax-free (including as a result of Section 355(e) of the Code) or a failure of any internal separation transaction that is intended to qualify as a transaction that is generally tax-free to so qualify, in each case, to the extent such amounts did not result from a disqualifying action by, or acquisition of equity securities of, XPO or RXO.
§	Certain restrictions are imposed on RXO and its subsidiaries during the two-year period following the distribution that are intended to prevent the distribution, together with certain related transactions, as well as certain internal separation transactions, from failing to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code.

Name of Beneficial Owner	Shares of Common Stock Beneficially Owned	Percentage of Common Stock Outstanding⁽¹⁾
Beneficial Ownership of 5% or more:
BlackRock, Inc.⁽²⁾	15,518,943	13.3%
Orbis Investment Management Limited⁽³⁾	15,278,808	13.1%
MFN Partners, LP⁽⁴⁾	12,675,369	10.9%
The Vanguard Group⁽⁵⁾	12,674,857	10.9%
FMR LLC⁽⁶⁾	7,322,582	6.3%
Directors:
Brad Jacobs⁽⁷⁾	1,689,965	1.4%
Michelle Nettles	1,848	*
Mary Kissel	7,810	*
Christine Breves	1,848	*
AnnaMaria DeSalva	9,771	*
Adrian Kingshott	73,742	*
Stephen Renna	1,848	*
Thomas Szlosek	1,848	*
NEOs:
Drew Wilkerson⁺	67,884⁽⁸⁾	*
Jamie Harris	–	*
Jeff Firestone	–	*
Current Directors and Executive Officers as a Group (11 Persons)	1,856,564	1.5%

⁺	Director and Executive Officer
⁽¹⁾	For purposes of this column, the number of shares of the class outstanding for each person reflects the sum of: (i) 116,852,300 shares of our common stock that were outstanding as of the Record Date, and (ii) the number of RSUs held, if any, that are or will become vested within 60 days of the Record Date.
⁽²⁾	Based on the Schedule 13G/A filed on February 9, 2023 by BlackRock, Inc., which reported that, as of January 31, 2022, BlackRock, Inc. beneficially owned 15,518,943 shares of our common stock, with sole voting power over 15,133,972 shares of our common stock and sole dispositive power over 15,518,943 shares of our common stock. The address of the principal business office of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
⁽³⁾	Based on the Schedule 13G filed on February 14, 2023 by Orbis Investment Management Limited (“OIML”) and Orbis Investment Management (U.S.), L.P. (“OIMUS”), which reported that, as of December 31, 2022, OIML beneficially owned 14,922,229 shares of our common stock and OIMUS beneficially owned 356,579 shares of

⁽⁴⁾	Based on the Schedule 13G filed on February 10, 2023 by (i) MFN Partners, LP (the “Partnership”); (ii) MFN Partners GP, LLC (“MFN GP”), as the general partner of the Partnership; (iii) MFN Partners Management, LP (“MFN Management”), as the investment adviser to the Partnership; (iv) MFN Partners Management, LLC (“MFN LLC”), as the general partner of MFN Management; (v) Michael F. DeMichele, as a managing member of MFN GP and of MFN LLC; and (vi) Farhad Nanji, as a managing member of MFN GP and of MFN LLC (each, a “Reporting Person” and collectively, the “Reporting Persons”), which reported that, as of December 31, 2022, the Reporting Persons collectively owned 12,675,369 shares of our common stock with shared voting power and shared dispositive power. The address of the principal business office of each of the Partnership, MFN GP, MFN Management, MFN LLC and Messrs. DeMichele and Nanji is c/o MFN Partners Management, LP, 222 Berkeley Street, 13th Floor, Boston, MA 02116.
⁽⁵⁾	Based on the Schedule 13G/A filed on February 10, 2023 by The Vanguard Group, which reported that, as of January 31, 2022, The Vanguard Group beneficially owned 12,674,857 shares of our common stock with shared voting power over 60,079 shares of our common stock, sole dispositive power over 12,442,629 shares of our common stock and shared dispositive power over 232,228 shares of our common stock. The address of the principal business office of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
⁽⁶⁾	Based on the Schedule 13G filed on February 9, 2023 by FMR LLC, which reported that, as of December 30, 2022, FMR LLC beneficially owned 7,322,582 shares of our common stock with sole voting power over 7,319,233 shares of our common stock and sole dispositive power over 7,322,582 shares of our common stock. The address of the principal business office of FMR LLC is 245 Summer Street, Boston, MA 02210.
⁽⁷⁾	Mr. Jacobs has indirect beneficial ownership of 1,300,701 shares of our common stock beneficially owned by JPE as a result of being JPE’s managing member. Mr. Jacobs also directly owns 389,264 shares of our common stock.
⁽⁸⁾	Includes 46,466 RSUs that are or will become vested within 60 days of the Record Date.

NEO		2022 Role
Drew Wilkerson		Chief Executive Officer
Jamie Harris		Chief Financial Officer
Jeff Firestone		Chief Legal Officer

§	$4.8 billion of revenue;
§	$306 million of adjusted EBITDA;*
§	$92 million of net income;
§	$1.56 of adjusted diluted EPS;*
§	$310 million of cash flow from operations;
§	$598 million of total liquidity, comprised of $98 million of cash and cash equivalents, and $500 million of available borrowing capacity;

§	Attract and retain high-impact, results-oriented leaders who will contribute to RXO’s strategic goals.
§	Establish a culture with ambitious expectations that incentivize growth and long-term stockholder value, and rewards performance.

§	Maintain focus on the Company’s top priorities of profitable growth, innovation, operational excellence, and customer satisfaction.
§	Incorporate stockholder feedback into the decision-making process of the RXO Compensation Committee.

What We Do		What We Don’t Do
ü Pay for performance. We tie executive pay to performance with a significant emphasis on variable compensation through a cash-based annual incentive plan and the grant of equity awards that vary in value depending on stock price.		û No exceptional perquisites. We do not offer supplemental benefit or perquisites for our NEOs beyond what is provided broadly to all RXO employees.
ü Stock ownership policies. We have adopted significant stock ownership and stock retention requirements that encourage a strong ownership mindset.		û No guaranteed pay. We do not offer guaranteed annual salary increases, STI or LTI payments.
ü Restrictive covenants. Our NEOs are subject to comprehensive non-competition and other restrictive covenants.		û No golden parachute excise tax gross ups.
ü Require double-trigger vesting upon a change in control. The equity awards for the NEOs require either a qualifying termination of employment, or failure of a buyer to assume the awards, prior to vesting in connection with a change of control.		û No incentive toward undue risk-taking. The incentive plans impose caps and use financial metrics that align to stockholder value creation.
ü Prohibit automatic share replenishment. The long-term incentive plan has a fixed-share authorization and does not include an annual evergreen authorization for share replenishment.		û No consultant conflicts. The Committee retains an independent compensation consultant.
ü Engage with stockholders. Our Board values stockholder feedback and expects to carefully consider investor perspectives for incorporation into its decision-making processes for governance, compensation, and sustainability practices.		û No pledging or hedging of company stock. Our insider trading policy prohibits pledging or holding company securities in a margin account as well as hedging transactions.
ü Implement caps on incentive plans. The short-term and long-term incentive plans for the NEOs have a maximum payout of 200% of target.

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