XPO, Inc DEF 14A, filed Apr 2, 2025

XPO, Inc. (XPO)

DEF 14A 2025-04-02 For: 2025-05-15

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Added on June 12, 2026

About this DEF 14A

XPO, Inc filed this DEF 14A on April 2, 2025.

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	PROXY STATEMENT SUMMARY			1
	BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			8
	Alignment between XPO’s Board Composition, Mission and Business Strategy			8
	Directors			8
	Role of the Board			13
	Board Leadership Structure			13
	Board Evaluation Process			14
	Board Refreshment and Director Succession Planning			14
	Outside Directorships			14
	Succession Planning and Management Development			15
	Committees of the Board and Committee Membership			15
	Board Risk Oversight			17
	Board Oversight of Human Resources Management			17
	Board Oversight of Sustainability Matters			18
	Board Oversight of Information Technology and Cybersecurity Risk Management			18
	Director Selection Process			18
	Director Orientation and Continuing Education			19
	Director Compensation			20
	Insider Trading Policies and Procedures			21
	No Hedging or Pledging			21
	Compensation and Human Capital Committee Interlocks and Insider Participation			21
	Corporate Governance Guidelines and Code of Business Ethics			21
	Director Independence			21
	Stockholder Communication with the Board			22
	Stockholder Proposals for Next Year’s Annual Meeting			22
	CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS			23
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			24
	EXECUTIVE COMPENSATION			26
	Compensation Discussion and Analysis			26
	Compensation and Human Capital Committee Report			40
	Compensation Tables			41
	Employment Agreements with NEOs			50
	Equity Compensation Plan Information			54
	AUDIT-RELATED MATTERS			55
	Audit Committee Report			55
	Policy Regarding Pre-Approval of Services Provided by Outside Auditor			56
	Services Provided by Outside Auditor			56
	QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING			57
	PROPOSALS TO BE PRESENTED AT THE ANNUAL MEETING			61
	Proposal 1: Election of Directors			61
	Proposal 2: Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2025			62
	Proposal 3: Advisory Vote to Approve Executive Compensation			63
	Other Matters			63
	ADDITIONAL INFORMATION			64
	ANNEX A — RECONCILIATION OF NON-GAAP MEASURES, AND FORWARD-LOOKING STATEMENTS			65

	Board Vote Recommendation	Page Reference (for more detail)
PROPOSAL 1: Election of Directors To elect eight members of our Board of Directors for a term to expire at the 2026 Annual Meeting of Stockholders or until their successors are duly qualified and elected.	FOR each Director Nominee	8-22, 61
PROPOSAL 2: Ratification of the Appointment of KPMG LLP as our Registered Independent Public Accounting Firm for Fiscal Year 2025 To ratify the appointment of KPMG LLP as the company’s independent registered public accounting firm for fiscal year 2025.	FOR	55-56, 62
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.	FOR	63

	Board and Committee Independence			Six of our eight directors are independent. The Audit Committee, the Compensation and Human Capital Committee, and the Nominating, Corporate Governance and Sustainability Committee each consist entirely of independent directors.
	Separation of Chairman and CEO Roles			Effective November 1, 2022, upon the completion of the RXO, Inc. (“RXO”) spin-off, Mr. Jacobs, our founder who had been our chairman and chief executive officer (“CEO”) since 2011, became our executive chairman, and Mr. Harik became our CEO. To facilitate a smooth CEO transition, our Board determined that splitting the chairman and CEO roles would be in the best interests of the company and our stockholders. The Board believes that the executive chairman Board leadership structure ensures stability for the company after years of transformation and provides strong strategic leadership and key support for management, particularly in the initial years of Mr. Harik’s tenure as CEO.
	Independent Board Oversight and Leadership Roles			We are committed to independent Board oversight. Alongside our executive chairman, our Board leadership structure includes a lead independent director and an independent vice chair. Our lead independent director is responsible for, among other duties, coordinating with the chairman with respect to meeting agendas, and calling and chairing sessions of the independent directors. Our vice chair is responsible for assisting the lead independent director in carrying out his duties and acting on his behalf when he is not present. The Board believes its leadership structure, as well as the leadership structure of the company, function cohesively and serve the best interests of our stockholders.
	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. Upon the RXO spin-off, the composition of the Board changed to align more closely with XPO’s remaining business operations and strategy. Three directors stepped down from the Board, five directors, including Mr. Jacobs, remained on the Board, and three new directors, including Mr. Harik, our CEO, joined the Board. In March 2023, the Board appointed an additional new independent director with an operations background directly relevant to LTL.
	Committee Rotations			As part of its annual review of committee assignments, the Board reconstitutes its committees and committee chairs as needed to support the evolving needs of the company. The committees were most recently reconstituted in June 2024.
	Director Elections			All directors of the Board are elected annually for one-year terms or until their successors are qualified and elected.
	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 reviews committee and director performance through an annual process of self-evaluation.
	Risk Oversight and Financial Reporting			Our Board aims 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 Board Participation			Our Board held four meetings during 2024. Each person currently serving as a director attended at least 75% of the aggregate meetings of the Board and any committee(s) on which he or she served while providing Board service.
	Direct Oversight of Sustainability			The Nominating, Corporate Governance and Sustainability Committee is tasked in its charter with supporting the Board in its oversight of the company’s sustainability strategies and external disclosures; this includes engaging with management on material sustainability matters and stakeholder perspectives.
	Political Activity Disclosure and Oversight			In December 2022, the company adopted a Political Activity Policy that gives the Nominating, Corporate Governance and Sustainability Committee final approval over all political contributions by the company. The Policy also includes a commitment to publicly disclose any political contributions by the company via a dedicated webpage that is easily accessible on the company’s website.
	Established Operational Excellence Committee			In April 2023, the Board established the Operational Excellence Committee to review the company’s strategies and objectives with respect to continuous improvement of quality and service, operational efficiency, cost control, occupational safety, environmental compliance and technological innovation. Alongside management, the Committee also reviews reports and key performance indicators relating to the company’s trends in operational excellence and its achievements against strategies and objectives.

	Brad Jacobs Age: 68			Director since 2011 Executive Chairman since 2022
	Mr. Jacobs has served as executive chairman of XPO’s Board since November 1, 2022, and was previously chairman and chief executive officer from September 2, 2011 to October 31, 2022. He has served as chairman and chief executive officer of QXO, Inc. (NYSE: QXO) since June 6, 2024, and as non-executive chairman of GXO Logistics, Inc. (NYSE: GXO) since August 2, 2021. Mr. Jacobs has served as non-executive chairman 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 its first six years, and as 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: GXO Logistics, Inc. (NYSE: GXO); QXO, Inc. (NYSE: QXO)
	Mr. Jacobs’ Skills and Experience Align with XPO’s Strategy: ▪ As XPO’s founder and chief executive officer, Mr. Jacobs’ in-depth knowledge of the company’s business from his more than a decade of service provides invaluable perspectives on operations and long-term strategic planning and priorities; ▪ Leadership experience as chief executive officer of large public companies and as a thought leader on building successful businesses enables Mr. Jacobs to foster productive Board engagement and decision-making in his role as executive chairman; and ▪ Extensive past and current experience as chairman of large public companies equips Mr. Jacobs to provide strong leadership of the Board in its oversight of management and company performance, long-term strategic decision-making, risk management and creation of long-term stockholder value.

		Bella Allaire Age: 71			Independent Director since 2022
					Ms. Allaire has served as a director of the company since November 1, 2022. She has served as chief administrative officer of Raymond James Financial, Inc. (NYSE: RJF) since October 2024, and earlier as Raymond James’ executive vice president of technology and operations from June 2011 to October 2024. Previously, she was managing director and chief information officer of UBS Wealth Management, Americas, and held a variety of technology roles at Prudential Securities, including executive vice president and chief information officer. Ms. Allaire holds a bachelor’s degree from Lviv University in Ukraine.
		Board Committees: ▪ Chair of the Nominating, Corporate Governance and Sustainability Committee
		Other Public Company Boards: None
		Ms. Allaire’s Skills and Experience Align with XPO’s Strategy: ▪ Deep technical knowledge gained through executive roles overseeing technological transformation and operations provides the Board with important expertise in operational excellence and technological innovation; and ▪ Ms. Allaire’s extensive experience with cybersecurity, enterprise risk management and talent management contribute valuable perspectives to the Board relevant to XPO’s technology and service ecosystems.

	J. Wes Frye Age: 77			Independent Director since 2023
				Mr. Frye has served as a director of the company since March 8, 2023. He retired from Old Dominion Freight Line, Inc. (NYSE: ODFL) in 2015, after serving as senior vice president and chief financial officer for the last 18 years of his 30-year tenure with the LTL transportation industry leader. Mr. Frye holds an MBA degree in finance from the University of North Carolina at Charlotte, and a bachelor’s degree in business administration from Appalachian State University.
	Board Committees: ▪ Member of the Nominating, Corporate Governance and Sustainability Committee ▪ Member of the Operational Excellence Committee
	Other Public Company Boards: None
	Mr. Frye’s Skills and Experience Align with XPO’s Strategy: ▪ Thirty years of direct LTL operational experience brings important industry expertise to the Board as XPO executes its growth plan as a pure-play LTL business in North America; and ▪ Extensive finance and accounting knowledge gained through his role as an operationally oriented chief financial officer with Old Dominion Freight Line enables Mr. Frye to contribute important insights to the Board based on his understanding of financial undertakings and risks associated with XPO’s business and the industry at large.

		Mario Harik Age: 44			Director since 2022
		Mr. Harik has served as a director and chief executive officer of the company since November 1, 2022. Previously, he served as president of XPO’s North American Less-Than-Truckload business unit from October 2021 to October 2022, and additionally held roles as XPO’s chief information officer from November 2011 to October 2022 and chief customer officer from February 2021 to January 2022. Prior to XPO, he was chief information officer and senior vice president of research and development with Oakleaf Waste Management, chief technology officer with Tallan, Inc., and co-founder and chief architect of web and voice applications with G3 Analyst. Mr. Harik has served as a director of QXO, Inc. (NYSE: QXO) since June 2024. He holds a master’s degree in engineering, information technology from Massachusetts Institute of Technology, and a degree in engineering, computer and communications from the American University of Beirut in Lebanon.
		Board Committees: ▪ Chair of the Operational Excellence Committee
		Other Public Company Boards: QXO, Inc. (NYSE: QXO)
		Mr. Harik’s Skills and Experience Align with XPO’s Strategy: ▪ In-depth leadership of XPO’s North American LTL unit brings a comprehensive understanding of company-specific business opportunities to the Board, including strategic and operational execution, customer-centric culture-building and avenues for profitable growth within the LTL industry; and ▪ Extensive technical knowledge gained by Mr. Harik through his leadership of XPO’s global innovation strategy and proprietary technology development is directly relevant to the freight transportation sector and highly valuable to the Board.

	Michael G. Jesselson			Independent Director since 2011
	Age: 73 Mr. Jesselson has served as a director of the company since September 2, 2011, and served as lead independent director from March 2016 to October 31, 2022. He has been president and chief executive officer of Jesselson Capital Corporation since 1994 and has served as a director of Centurion Acquisition Corp. (Nasdaq: ALF) since June 2024. Previously, Mr. Jesselson served as a director of Ascendant Digital Acquisition Corp. III from November 2021 to February 2023 and as a director of Ascendant Digital Acquisition Corp. I from July 2020 to July 2021. He was a director of American Eagle Outfitters, Inc. (NYSE: AEO) from November 1997 to May 2017, including a tenure as lead independent director. Earlier, he worked at Philipp Brothers, a division of Engelhard Industries, from 1972 to 1981, then at Salomon Brothers Inc., in the financial trading sector. He is a director of C-III Capital Partners LLC, Sigma Clarity Capital and other private companies, as well as numerous philanthropic organizations. Mr. Jesselson recently concluded his term as the chairman of Bar Ilan University in Israel. He attended New York University School of Engineering.
	Board Committees: ▪ Member of the Audit Committee
	Other Public Company Boards: Centurion Acquisition Corp. (Nasdaq: ALF)
	Mr. Jesselson’s Skills and Experience Align with XPO’s Strategy: ▪ Significant experience with public company governance through prior service on the board of directors of American Eagle Outfitters, including as its lead independent director, contributes to the effective, independent oversight of XPO’s Board and thoughtful approach to governance practices; and ▪ Mr. Jesselson’s extensive investment expertise is important to XPO’s business model as the company continues to invest in growth to generate value for its stockholders.

Allison Landry Age: 46		Independent Director since 2021 Vice Chair since 2022
	Allison Landry has served as a director of the company since August 2, 2021, and as vice chair since November 1, 2022. From September 2005 to July 2021, she was a senior transportation research analyst with Credit Suisse, covering the trucking, railroad, airfreight and logistics industries. Previously, Ms. Landry served as a financial analyst and senior accountant with OneBeacon Insurance Company (now Intact Insurance Specialty Solutions). Ms. Landry has served as the lead independent director of QXO, Inc. (NYSE: QXO) since June 2024. She holds an MBA degree from Boston University’s Questrom School of Business, and a bachelor’s degree in psychology from College of the Holy Cross.
Board Committees: ▪ Member of the Audit Committee ▪ Member of the Compensation and Human Capital Committee ▪ Member of the Operational Excellence Committee
Other Public Company Boards: QXO, Inc. (NYSE: QXO)
Ms. Landry’s Skills and Experience Align with XPO’s Strategy: ▪ More than 15 years of experience in the transportation sector, equity markets, research and analysis give Ms. Landry an invaluable investor perspective and understanding of stockholder value creation; and ▪ Significant experience in investments, financial analysis and valuation enables Ms. Landry to help guide XPO in identifying optimal strategic opportunities for profitable growth.

	Irene Moshouris			Independent Director since 2022
	Age: 64 Ms. Moshouris has served as a director of the company since November 1, 2022. She served as senior vice president-treasurer of United Rentals, Inc. (NYSE: URI) from April 2011 until her retirement in June 2023, and previously held the position of vice president and treasurer from August 2006 to April 2011. Prior to United Rentals, Ms. Moshouris was vice president and deputy treasurer with Avon Products, Inc., corporate tax manager with GTE Corporation, tax director, pharmaceutical group with Sterling Winthrop Inc. and tax manager with Arthur Andersen & Co. She served as a member of the board of directors of Summit Materials, Inc. (NYSE: SUM) from January 2024 to February 2025. Ms. Moshouris holds a master of laws degree in taxation from New York University School of Law, a juris doctorate degree from Brooklyn Law School and a bachelor’s degree from Queens College.
	Board Committees: ▪ Chair of the Audit Committee ▪ Member of the Compensation and Human Capital Committee ▪ Member of the Nominating, Corporate Governance and Sustainability Committee
	Other Public Company Boards: None
	Ms. Moshouris’ Skills and Experience Align with XPO’s Strategy: ▪ Senior financial leadership experience gained through her roles with United Rentals, as well as her numerous treasury and tax management positions with global corporations, provide Ms. Moshouris with the strong oversight skills necessary to chair the Audit Committee; and ▪ International business experience, including roles in international treasury and global finance in Europe and Latin America, contributes to the Board’s oversight of strategy, given the global nature of XPO’s business.

		Johnny C. Taylor, Jr. Age: 56						Independent Director since 2021 Lead Independent Director since 2022
		Mr. Taylor has served as a director of the company since August 2, 2021, and as lead independent director since November 1, 2022. He has served as president and chief executive officer of the Society of Human Resources Management (SHRM) since December 2017. Previously, Mr. Taylor was president and chief executive officer of the Thurgood Marshall College Fund from May 2010 to December 2017. He has served as a member of the board of directors of Guild Education since February 2021 and of Flores & Associates, LLC since January 2023. He has served as a trustee of the University of Miami since June 2017, as a corporate member of Jobs for America’s Graduates since January 2018, and as a member of the National Board of Governors of the American Red Cross since June 2018. Previously he served as chairman of the President’s Advisory Board on Historically Black Colleges and Universities and on the White House American Workforce Policy Advisory Board from February 2018 until January 2021, and as a member of the board of directors of iCIMS, Inc. from March 2021 until January 2023. Mr. Taylor holds a juris doctorate degree and a master’s degree from Drake University, and a bachelor’s degree from the University of Miami.
		Board Committees: ▪ Chair of the Compensation and Human Capital Committee
		Other Public Company Boards: None
		Mr. Taylor’s Skills and Experience Align with XPO’s Strategy: ▪ More than 25 years of experience in senior human resources, legal and business roles across a variety of industries and organizations contributes to the Board’s oversight of business operations, while incorporating crucial legal and human capital considerations; and ▪ Expertise in human capital strategy and management, collective bargaining and labor relations, executive compensation, diversity and inclusion, workplace culture and leadership training comprise a critical skill set for the Board, given XPO’s continued focus on human capital oversight.

Name	Fees Earned in Cash(2)			Stock Awards(3)			Total
Jason Aiken(4)		$	45,288		$	183,341		$	228,629
Bella Allaire(5)			91,374			183,341			274,715
J. Wes Frye(6)			100,000			183,341			283,341
Michael G. Jesselson(7)			80,000			183,341			263,341
Allison Landry(8)			130,275			183,341			313,616
Irene Moshouris(9)			94,217			183,341			277,558
Johnny C. Taylor, Jr.(10)			125,000			183,341			308,341

Name of Beneficial Owner	Shares of Common Stock Beneficially Owned		Percentage of Common Stock Outstanding(1)
Beneficial Ownership of 5% or more:
Capital Research Global Investors(2)		13,810,938		11.7%
BlackRock, Inc.(3)		11,812,633		10.0%
MFN Partners, LP(4)		11,425,369		9.7%
The Vanguard Group(5)		10,923,106		9.3%
Capital World Investors(6)		7,753,883		6.6%
Directors:
Bella Allaire		8,542		*
J. Wes Frye(7)		9,607		*
Michael G. Jesselson(8)		313,557		*
Allison Landry		9,125		*
Irene Moshouris		8,542		*
Johnny C. Taylor, Jr.		12,600		*
NEOs:
Brad Jacobs+(9)		2,619,700		2.2%
Mario Harik+		337,536		*
Kyle Wismans		35,232		*
Dave Bates(10)		54,260		*
Wendy Cassity		9,871		*
Current Directors and Executive Officers as a Group: (11 People)(11)		3,418,572		2.9%

	Name			Position
	Brad Jacobs			Executive Chairman
	Mario Harik			Chief Executive Officer
	Kyle Wismans			Chief Financial Officer
	Dave Bates			Chief Operating Officer
	Wendy Cassity			Chief Legal Officer and Corporate Secretary

	Brad Jacobs Executive Chairman			Mr. Jacobs has served as executive chairman of XPO’s Board since November 1, 2022, and was previously chairman of the board and chief executive officer from September 2, 2011 to October 31, 2022. He has served as chairman of the board and chief executive officer of QXO, Inc. (NYSE: QXO) since June 6, 2024, and as non-executive chairman of GXO Logistics, Inc. (NYSE: GXO) since August 2, 2021. Mr. Jacobs has served as non-executive chairman 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., 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 its first six years, and as executive chairman for an additional four years. He served eight years as chairman and chief executive officer of United Waste Systems.
	Mario Harik Chief Executive Officer			Mr. Harik has served as a director and chief executive officer of the company since November 1, 2022. Previously, he served as president of XPO’s North American Less-Than-Truckload unit from October 2021 to October 2022, and additionally held roles as XPO’s chief information officer from November 2011 to October 2022, and chief customer officer from February 2021 to January 2022. Prior to XPO, he was chief information officer and senior vice president of research and development with Oakleaf Waste Management, chief technology officer with Tallan, Inc., and co-founder and chief architect of web and voice applications with G3 Analyst. Mr. Harik has served as a director of QXO, Inc. (NYSE: QXO) since June 2024. He holds a master’s degree in engineering, information technology from Massachusetts Institute of Technology, and a degree in engineering, computer and communications from the American University of Beirut in Lebanon.
	Kyle Wismans Chief Financial Officer			Kyle Wismans has led the company’s finance organization since 2023. He joined XPO in 2019 as senior vice president, financial planning and analysis and later served as senior vice president, revenue management and finance. 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 and Baker Hughes, 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. He holds a degree in business administration from the University of Michigan, Stephen M. Ross School of Business.

	Dave Bates Chief Operating Officer			Dave Bates is responsible for all day-to-day operations in XPO’s LTL business in North America, including quality of service and the customer experience, network optimization, workforce productivity and sales. Additionally, he leads the execution of initiatives specific to XPO’s growth strategy, such as capital deployments and the company’s in-house driver school operations. Mr. Bates joined XPO in 2023 following 27 years with Old Dominion Freight Line, Inc., including 12 years as senior vice president, operations, with responsibility for all operations in North America. He started his career with roles at Carolina Freight Carriers and Roadway Express.
	Wendy Cassity Chief Legal Officer and Corporate Secretary			Wendy Cassity leads XPO’s legal and compliance functions, including corporate governance, litigation and commercial matters. Prior to joining the company in March 2023, Ms. Cassity served as chief legal officer with Nuance Communications, Inc., and previously held general counsel positions at Zaya Group, a publicly traded communications infrastructure company, and at Thompson Creek Metals, a publicly traded natural resources company. Ms. Cassity has also served in private practice as a corporate transactional attorney with McDermott Will & Emery, LLP, and with Cravath Swaine & Moore, LLP. She holds a bachelor’s degree in English and history from the University of Arizona, and a juris doctorate degree from Columbia Law School.

		Pay-for-Performance				A significant portion of our NEOs’ total compensation should be at risk and performance-based, with metrics aligned to the company’s short-term and long-term financial performance. Performance-related compensation should align to our culture of goal achievement, accountability and continuous improvement.
		Stockholder Alignment				The pay elements of our NEOs’ compensation should align directly with the long-term interests of our stockholders and cultivate the NEOs’ ownership of, and accountability for, executing the company’s vision and strategy.
		Attraction and Retention				Our executive compensation program should provide overall target compensation that is market-competitive and enables the company to attract and retain top talent from a diversity of industries.
		Simplified Approach				Our executive compensation program should be straightforward, transparent and consistent.

WHAT WE DO			WHAT WE DON’T DO
Significant emphasis on variable, at-risk compensation. XPO’s compensation program is heavily weighted toward variable compensation through short-term incentives and long-term incentives. This allows the Committee to closely align total compensation values with company performance on an annual and long-term basis.			No exceptional perquisites. Our NEOs have no relocation benefits, supplemental pension or retirement savings or financial planning services beyond what is provided broadly to all XPO employees.
Substantial portion of compensation linked to creation of stockholder value. Performance-based awards are, and have been, subject to meaningful stock price and/or earnings-related performance goals measured over service-based vesting periods. In addition, the Committee regularly reviews the full portfolio of XPO stockholdings for each NEO to ensure there is a sufficient amount of compensation at risk if objectives are not met, further aligning compensation with stockholder returns and value creation.			No pledging or hedging of company stock. 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. In addition, 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 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 meaningful stock ownership guidelines and stock retention requirements that encourage a strong ownership mindset among our NEOs. Our ownership guidelines specify 6x annual base salary for our CEO and 3x annual base salary for our other NEOs.			No guaranteed annual salary increases. Salary increases are not guaranteed annually and are instead determined based on review of our peer group, market survey data, an executive’s experience, tenure, company and individual performance, scope and scale of responsibility, unique skills, internal equity, and stockholder feedback.
Clawback policy. Our NEOs are subject to clawback restrictions with respect to incentive compensation that is compliant with and exceeds NYSE listing standards.			No stock option repricing or discounted exercise price. XPO’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. XPO does not provide golden parachute excise tax gross-ups.

WHAT WE DO			WHAT WE DON’T DO
Engage with stockholders. Our Board values stockholder feedback and carefully considers investor perspectives in its decision-making processes for 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				2023 Base Salary ($)				2024 Base Salary ($)				Change YoY (%)				2023 Target STI ($)				2024 Target STI ($)				Change YoY (%)				2023 Target LTI ($)				2024 Target LTI ($)				Change YoY (%)
	Kyle Wismans				550,000				600,000				9%				550,000				600,000				9%				1,300,000				1,800,000				38%

NEO	Base Salary ($)		Target STI ($)		Total Target Cash Compensation ($)		Target PSUs ($)		Target RSUs ($)		Total Target Direct Compensation ($)
Brad Jacobs		600,000		900,000		1,500,000		4,000,000		1,000,000		6,500,000
Mario Harik		850,000		1,700,000		2,550,000		6,000,000		1,500,000		10,050,000
Kyle Wismans		600,000		600,000		1,200,000		1,170,000		630,000		3,000,000
Dave Bates		750,000		3,420,000		4,170,000		975,000		525,000		5,670,000
Wendy Cassity		575,000		575,000		1,150,000		650,000		350,000		2,150,000

NEO	Base Salary ($)		Target STI				Payout Achievement		Final Payout ($)
NEO	Base Salary ($)		%		$		Payout Achievement		Final Payout ($)
Brad Jacobs		600,000		150%		900,000		146.8%		1,321,110
Mario Harik		850,000		200%		1,700,000		146.8%		2,495,430
Kyle Wismans		600,000		100%		600,000		146.8%		880,740
Wendy Cassity		575,000		100%		575,000		146.8%		844,043

NEO	Target PSUs ($)		RSUs ($)		Total ($)
Brad Jacobs		4,000,000		1,000,000		5,000,000
Mario Harik		7,840,000		1,960,000		9,800,000
Kyle Wismans		2,600,000		1,400,000		4,000,000
Dave Bates		975,000		525,000		1,500,000
Wendy Cassity		650,000		350,000		1,000,000

Name and Principal Position	Year		Salary ($)		Bonus(1) ($)		Stock Awards(2)(3) ($)		Non-Equity Incentive Plan Compensation(4) ($)		All Other Compensation(5) ($)		Total ($)
Brad Jacobs(6) Executive Chairman		2024		600,000		—		5,449,879		1,321,110		15,315		7,386,304
		2023		600,000		—		14,125,046		1,291,050		14,880		16,030,976
		2022		929,561		—		34,600,992(7)		11,446,524		13,880		46,990,957
Mario Harik(8) Chief Executive Officer		2024		850,000		—		10,681,790		2,495,430		15,480		14,042,700
		2023		850,000		—		9,084,498		2,438,650		14,463		12,387,611
		2022		557,857		—		7,381,069(7)		1,075,334		13,463		9,027,723
Kyle Wismans(9) Chief Financial Officer		2024		591,154		—		4,292,522		880,740		15,189		5,779,605
Kyle Wismans(9) Chief Financial Officer		2023		440,913		795,000		1,679,932		788,975		14,102		3,718,922
Dave Bates(10) Chief Operating Officer		2024		750,000		—		1,609,682		4,177,600		15,480		6,552,762
Dave Bates(10) Chief Operating Officer		2023		522,116		1,725,000		11,485,130		2,468,431		1,120		16,201,797
Wendy Cassity(11) Chief Legal Officer		2024		575,000		—		1,073,103		844,043		15,252		2,507,398
Wendy Cassity(11) Chief Legal Officer		2023		464,423		570,000		1,324,127		824,838		1,210		3,184,598

Name	Matching Contributions to 401(k) Plan(1) ($)		Company- Paid Life Insurance Premiums(2) ($)		Total ($)
Brad Jacobs		13,800		1,515		15,315
Mario Harik		13,800		1,680		15,480
Kyle Wismans		13,800		1,389		15,189
Dave Bates		13,800		1,680		15,480
Wendy Cassity		13,800		1,452		15,252

			Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#)		Grant Date Fair Value of Stock Awards ($)(3)
Name	Grant Date	Grant Type	Threshold (#)(1)		Target (#)		Maximum (#)(2)				Grant Date Fair Value of Stock Awards ($)(3)
Brad Jacobs	3/1/2024	PSU		14,511		33,167		66,334		—		4,449,864
Brad Jacobs	3/1/2024	RSU		—		—		—		8,292		1,000,015
Mario Harik	3/1/2024	PSU		28,442		65,008		130,016		—		8,721,799
Mario Harik	3/1/2024	RSU		—		—		—		16,252		1,959,991
Kyle Wismans	3/1/2024	PSU		9,433		21,559		43,118				2,892,477
Kyle Wismans	3/1/2024	RSU		—		—		—		11,609		1,400,045
Dave Bates	3/1/2024	PSU		3,537		8,085		16,170		—		1,084,710
Dave Bates	3/1/2024	RSU		—		—		—		4,353		524,972
Wendy Cassity	3/1/2024	PSU		2,359		5,390		10,780		—		723,122
Wendy Cassity	3/1/2024	RSU		—		—		—		2,902		349,981

	Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested (#)(1)(2)		Market Value of Shares or Units of Stock That Have Not Vested ($)(3)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1)(4)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)
Brad Jacobs		522,186(5)		68,484,694(5)		286,962(6)		37,635,066(6)
Mario Harik		183,352(7)		24,046,615(7)		806,702(8)		105,798,967(8)
Kyle Wismans		30,696(9)		4,025,780(9)		66,574(10)		8,731,180(10)
Dave Bates		42,404(11)		5,561,285(11)		264,920(12)		34,744,258(12)
Wendy Cassity		20,483(13)		2,686,345(13)		41,092(14)		5,389,216(14)

	Stock Awards(1)
Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(2)
Brad Jacobs		1,183,688		155,162,633
Mario Harik		235,712		30,796,560
Kyle Wismans		8,675		1,073,835
Dave Bates		34,075		3,933,723
Wendy Cassity		8,791		1,078,304

	Brad Jacobs ($)		Mario Harik ($)		Kyle Wismans ($)		Dave Bates ($)		Wendy Cassity ($)
Termination without Cause:
Continuation of cash compensation(1)(2)(3)(4)		4,500,000		3,400,000		1,800,000		5,775,000		1,725,000
Acceleration of equity-based awards(5)(6)		87,302,227(8)		49,564,339		3,097,370		9,828,119		2,415,390
Continuation of medical / dental benefits(7)		20,744		28,893		11,460		12,530		12,216
Total		91,822,971		52,993,232		4,908,830		15,615,649		4,152,606
Voluntary Termination with Good Reason:
Continuation of cash compensation(1)(4)		4,500,000		—		—		—		—
Acceleration of equity-based awards(5)(6)		87,302,227		—		—		—		—
Continuation of medical / dental benefits(7)		20,744		—		—		—		—
Total		91,822,971		—		—		—		—
Termination for Cause or Voluntary Termination without Good Reason:
Continuation of cash compensation		—		—		—		—		—
Acceleration of equity-based awards		—		—		—		—		—
Continuation of medical/dental benefits		—		—		—		—		—
Accrued paid time off (PTO) payment		—		—		—		—		—
Total		—		—		—		—		—
Disability:
Continuation of cash compensation		—		—		—		—		—
Acceleration of equity-based awards(6)		76,263,200		14,621,914		1,347,697		3,328,849		1,024,675
Continuation of medical / dental benefits		—		—		—		—		—
Total		76,263,200		14,621,914		1,347,697		3,328,849		1,024,675
Death:
Continuation of cash compensation		—		—		—		—		—
Acceleration of equity-based awards(5)(6)(7)		87,302,227		76,946,098		8,391,370		22,933,414		5,380,953
Continuation of medical / dental benefits		—		—		—		—		—
Total		87,302,227		76,946,098		8,391,370		22,933,414		5,380,953
Change of Control and No Termination:
Continuation of cash compensation		—		—		—		—		—
Acceleration of equity-based awards		—		—		—		—		—
Continuation of medical / dental benefits		—		—		—		—		—
Total		—		—		—		—		—
Change of Control and Termination without Cause or for Good Reason:
Continuation of cash compensation(1)(2)(3)(4)		5,400,000		9,324,500		3,000,000		11,760,000		2,875,000
Acceleration of equity-based awards(5)(6)		87,302,227		76,946,098		8,391,370		22,933,414		5,380,953
Continuation of medical / dental benefits(7)		41,488		57,786		45,840		50,119		48,864
Total		92,743,715		86,328,384		11,437,210		34,743,533		8,304,817

Fiscal Year(1) (a)	Summary Compensation Table Total for PEO 1(2) ($) (b)		Compensation Actually Paid to PEO 1(3) ($) (c)		Summary Compensation Table Total for PEO 2(2) ($) (b)		Compensation Actually Paid to PEO 2(3) ($) (c)		Average Summary Compensation Table Total for non-PEO NEOs ($) (d)		Average Compensation Actually Paid to non-PEO NEOs ($) (e)		Value of Initial Fixed $100 Investment Based On:				Net Income ($ in millions) (h)		Company- Selected Measure: Adjusted EBITDA ($ in millions)(5) (i)
Fiscal Year(1) (a)	Summary Compensation Table Total for PEO 1(2) ($) (b)		Compensation Actually Paid to PEO 1(3) ($) (c)		Summary Compensation Table Total for PEO 2(2) ($) (b)		Compensation Actually Paid to PEO 2(3) ($) (c)				Average Compensation Actually Paid to non-PEO NEOs ($) (e)		Total Shareholder Return ($) (f)		Peer Group(4) Total Shareholder Return ($) (g)		Net Income ($ in millions) (h)
2024		—		—		14,042,700		67,171,178		5,556,517		31,774,053		457.19		143.20		387		1,266
2023		—		—		12,387,611		75,024,676		8,237,805		34,380,024		305.34		136.32		189		996
2022		46,990,957		66,874,224		9,027,723		19,687,049		1,310,474		3,184,179		116.05		108.44		666		997
2021		22,043,280		22,043,280		—		—		3,990,800		3,600,679		170.14		150.64		336		812
2020		21,812,660		25,043,462		—		—		4,638,287		4,255,500		149.56		112.07		110		609

	PEO 1
Prior FYE Current FYE Fiscal Year	12/31/2019 12/31/2020 2020 ($)		12/31/2020 12/31/2021 2021 ($)		12/31/2021 12/31/2022 2022(a) ($)		12/31/2022 12/31/2023 2023 ($)		12/31/2023 12/31/2024 2024 ($)
Summary Compensation Table total		21,812,660		22,043,280		46,990,957		—		—
- Grant date fair value of modified awards disclosed in fiscal year (FASB ASC 718)		—		—		(54,298,870)		—		—
+ Previously reported grant date fair value of modified awards		—		—		19,697,878		—		—
- Grant date fair value of modified awards over previously reported grant date fair value of modified awards		—		—		(34,600,992)		—		—
+ Fair value at fiscal year-end of outstanding and unvested option awards and stock awards granted in fiscal year		—		—		54,484,259		—		—
+ Change in fair value of outstanding and unvested option awards and stock awards granted in prior fiscal years		—		—		—		—		—
+ 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		3,230,802		—		—		—		—

	PEO 2
Prior FYE Current FYE Fiscal Year	12/31/2019 12/31/2020 2020 ($)		12/31/2020 12/31/2021 2021 ($)		12/31/2021 12/31/2022 2022(a) ($)		12/31/2022 12/31/2023 2023 ($)		12/31/2023 12/31/2024 2024 ($)
Summary Compensation Table total		—		—		9,027,723		12,387,611		14,042,700
- Grant date fair value of modified awards disclosed in fiscal year (FASB ASC 718)		—		—		(10,259,872)		—		—
+ Previously reported grant date fair value of modified awards		—		—		2,878,803		—		—
- Grant date fair value of modified awards over previously reported grant date fair value of modified awards		—		—		(7,381,069)		—		—
- Grant date fair value of option awards and stock awards granted in fiscal year		—		—		—		(9,084,498)		(10,681,790)
+ Fair value at fiscal year-end of outstanding and unvested option awards and stock awards granted in fiscal year		—		—		18,040,395		38,029,239		18,177,101
+ Change in fair value of outstanding and unvested option awards and stock awards granted in prior fiscal years		—		—		—		32,520,954		36,102,885
+ 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		—		—		—		1,171,370		9,530,282
- 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		—		—		19,687,049		75,024,676		67,171,178

	Non-PEO NEOs
Prior FYE Current FYE Fiscal Year	12/31/2019 12/31/2020 2020 ($)		12/31/2020 12/31/2021 2021 ($)		12/31/2021 12/31/2022 2022 ($)		12/31/2022 12/31/2023 2023 ($)		12/31/2023 12/31/2024 2024 ($)
Summary Compensation Table total		4,638,287		3,990,800		1,310,474		8,237,805		5,556,517
- Grant date fair value of option awards and stock awards granted in fiscal year		(1,317,067)		(521,238)		(545,923)		(6,051,943)		(3,106,297)
+ Fair value at fiscal year-end of outstanding and unvested option awards and stock awards granted in fiscal year		627,445		1,199,280		4,175,040		18,841,448		5,098,823
+ Change in fair value of outstanding and unvested option awards and stock awards granted in prior fiscal years		124,838		—		—		12,883,805		11,781,956
+ Fair value at vesting of option awards and stock awards granted in fiscal year that vested during fiscal year		61,561		—		184,257		—		—
+ 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		180,900		9,732		(86,372)		661,143		12,443,054
- 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		(60,464)		(1,077,895)		(1,853,297		(192,234)		—
Compensation Actually Paid		4,255,500		3,600,679		3,184,179		34,380,024		31,774,053

2024 Most Important Measures (Unranked)
■ XPO Adjusted EBITDA	■ LTL Adjusted Operating Ratio	■ LTL Adjusted Operating Income
■ LTL Adjusted EBITDA	■ Relative TSR

Plan Category	Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by security holders		2,251,114(1)		—		7,579,724(2)
Equity compensation plans not approved by security holders		—		—		—
Total		2,251,114		—		7,579,724