UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

​

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

​

☒

Definitive Proxy Statement

​

☐

Definitive Additional Materials

​

☐

Soliciting Material under §240.14a-12

​

XPO LOGISTICS, INC.

(Name of Registrant as Specified In Its Charter)

   
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

​

☐

Fee paid previously with preliminary materials.

​

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

​

 

XPO LOGISTICS, INC.
Five American Lane
Greenwich, Connecticut 06831

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 18, 2022

To the Stockholders of XPO Logistics, Inc.:

Notice is hereby given that the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of XPO Logistics, Inc. (“XPO” or the “company”) will be held on Wednesday, May 18, 2022 at 10:00 a.m. Eastern Time. The meeting will be conducted exclusively as a live webcast. You can access the meeting at meetnow.global/MRDXLKV with your control number.

The Annual Meeting shall be held for the following purposes summarized below, and more fully described in the Proxy Statement accompanying this notice:

■

To elect eight (8) members of our Board of Directors for a term to expire at the 2023 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 2022;

​

■

To approve an amendment to the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan to increase the number of available shares thereunder;

​

■

To conduct an advisory vote to approve the executive compensation of our named executive officers (“NEOs”), as disclosed in the Proxy Statement;

​

■

To consider and vote on a stockholder proposal regarding additional disclosure of the company’s political activities, if properly presented at the Annual Meeting;

​

■

To consider and vote on a stockholder proposal regarding stockholder approval of senior managers’ severance or termination packages, if properly presented at the Annual Meeting;

​

■

To consider and vote on a stockholder proposal regarding an audit analyzing the company’s policies and practices on the civil rights of its stakeholders, if properly presented at the Annual Meeting; and

​

■

To consider and transact other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

​

Only stockholders of record of our common stock, par value $0.001 per share, as of the close of business on April 14, 2022 are entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. A complete list of registered stockholders will be available under the “Documents” tab on the top right corner of your screen during the meeting after entering the control number included on the Notice of Internet Availability of Proxy Materials or any proxy card that you received, or on the materials provided by your bank or broker.

Your vote is important. Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented. We ask that you vote your shares as soon as possible.

By order of the Board of Directors,

Brad Jacobs
Chairman and Chief Executive Officer

Greenwich, Connecticut
April 18, 2022

Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to Be Held on May 18, 2022:

The Proxy Statement and our Annual Report on Form 10-K for the Year Ended December 31, 2021 are available at www.edocumentview.com/XPO

 

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 18, 2022:

This Proxy Statement and our Annual Report on Form 10-K for the Year Ended December 31, 2021 are available at www.edocumentview.com/XPO.

 

This Proxy Statement sets forth information relating to the solicitation of proxies by the Board of Directors (the “Board of Directors” or “Board”) of XPO Logistics, Inc. (“XPO” or the “company”) in connection with our 2022 Annual Meeting of Stockholders (the “Annual Meeting”). This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

2022 ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement and form of proxy are first being mailed on or about April 18, 2022, to our stockholders of record as of the close of business on April 14, 2022 (the “Record Date”).

Admission: You will not be able to attend the Annual Meeting in person this year. You can access the Annual Meeting at meetnow.global/MRDXLKV. You will need to provide the control number on your proxy card in order to access the Annual Meeting. If the shares of common stock you hold are in an account at a broker, dealer, commercial bank, trust company or other nominee (i.e., in “street name”), you must register in advance to participate in the Annual Meeting, vote electronically and submit questions during the live webcast of the meeting. To register in advance, you must obtain a legal proxy from the bank, broker or other nominee that holds your shares, giving you the right to vote the shares. Requests for registration should be directed to our transfer agent, Computershare Trust Company, N.A. (“Computershare”), by email at legalproxy@computershare.com no later than 5:00 p.m. Eastern Time, on Thursday, May 12, 2022. You will receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the meeting, go to meetnow.global/MRDXLKV and enter your control number.

VOTING MATTERS AND BOARD RECOMMENDATIONS

The Board is not aware of any matter that will be presented for a vote at the Annual Meeting other than those shown below.

 

GOVERNANCE HIGHLIGHTS

 

2022 BOARD OF DIRECTORS NOMINEES

Our Board aims to create a diverse and highly skilled team of directors who provide our company with thoughtful board oversight. When selecting new directors, our Board considers, among other things, the nominee’s breadth of experience, financial expertise, integrity, ability to make independent analytical inquiries, understanding of our business environment, skills in areas relevant to our growth drivers and willingness to devote adequate time to Board duties — all in the context of the needs of the Board at that point in time, and with the objective of ensuring a diversity of backgrounds, expertise and viewpoints. Our Board also endeavors to include highly qualified women and individuals from historically underrepresented groups in the candidate pool, and has engaged in a purposeful process of regular refreshment. This process has resulted in the addition of five new directors since 2015. In August 2021, as a result of the spin-off, four of our directors who resigned from the company’s Board and became directors of GXO were replaced with four new directors. Among our directors, three identified as female, three identified as Caucasian, one identified as Black and four chose not to disclose their demographic information. The composition of our Board at year-end 2021 was:

The following table provides summary information about each director nominee. Each director is elected annually by a majority of the votes cast.

 

SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF DIRECTOR NOMINEES

 

2021 PERFORMANCE HIGHLIGHTS

For the full year 2021, under the skilled leadership of our NEOs, we achieved higher-than-expected revenue, profitability and cash generation, based on the continuing operations of the business:

(1)

Net income (loss) attributable to common shareholders from continuing operations

​

*

See Annex A for reconciliations of non-GAAP measures

​

COVID-19 MANAGEMENT

Throughout the COVID-19 pandemic, we have continued to prioritize the physical and mental health of our employees, and have aimed to balance protecting employee well-being with creating a comfortable work environment. We remain diligent in upholding our company’s COVID-19 safety protocols, including daily health attestations, a contactless delivery policy for our drivers and customers and access to mental health counseling services for employees and their dependents. We also continue to offer pandemic paid sick leave to provide our U.S. and Canadian employees additional fully-paid sick leave.

SUSTAINABILITY CULTURE

Our approach to sustainability is one of purpose-driven progress rooted in innovation. We recognize the importance of strong environmental, social and governance (“ESG”) practices in delivering value for our stakeholders. Our people-first culture is about being safe, respectful, entrepreneurial, innovative and inclusive. We foster both physical and emotional safety at work, with robust ethical guidelines that clearly define prohibited behavior. We monitor our progress with an ESG Scorecard that encompasses approximately 40 targets in six categories: workforce and talent; employee and community safety; diversity, equity and inclusion; environmental sustainability; information security; and governance. Our annual sustainability report is available at sustainability.xpo.com.

 

In 2021, we formed a global Diversity and Inclusion Steering Committee to work with our chief diversity officer on fostering a feeling of belonging for all individuals within our organization. We reinforce the importance of diversity and inclusion through open-door management, our XPO University training curriculum, our Workplace virtual community, and equal opportunity hiring and promotion policies. As we continue to enhance our human capital management disclosures, in 2022, we will publish our most recent EEO-1 report.

Environmental sustainability is another key focus for us. Our entire business model is based on transporting freight as efficiently as possible, which helps our customers and our company meet ESG goals. For example, our truck brokerage technology can improve the carbon footprint of our customers’ supply chains by reducing empty truck miles, while the sustainability of our less-than-truckload operations benefits from our investments in a modern fleet, optimized routing and driver training in eco-friendly techniques. Additionally, in December 2020, the Board approved amendments to the charter of the Nominating, Corporate Governance and Sustainability Committee to support the Board in its oversight of, and engagement with, management regarding the company’s purpose-driven sustainability strategies, performance and external disclosures, including material ESG matters, and related stakeholder engagement.

In 2022, we conducted our second materiality analysis in partnership with an independent firm, FrameworkESG, to undertake a comprehensive review of the ESG and economic topics most relevant to XPO and our stakeholders. The results of our analysis are shown in our materiality matrix, which reflects issues deemed high priority by our company and our stakeholders. The five highest-rated material issues include: health and safety, employee engagement, climate and greenhouse gas (GHG) emissions, talent management and data security and privacy. A second band of five issues that are important to our company and our stakeholders include: fleet management and innovation, diversity, equity and inclusion, network optimization, corporate governance and ethical conduct. As we evolve our sustainability strategy and disclosure priorities, this materiality analysis will guide our ESG work and priorities.

The best way to guarantee our continued viability as a sustainable company is to perform to the highest standards of business conduct. Through good governance, fair practices and an equitable workplace, we continue to earn the trust of our stockholders, employees and customers. We are proud to have been named to Fortune magazine’s World’s Most Admired Companies in 2021 for the fourth consecutive year.

2021 COMPENSATION HIGHLIGHTS

The Compensation Committee is comprised of three members, Johnny C. Taylor, Jr. (chairman), Mary Kissel and Allison Landry, all of whom joined the Board following the spin-off of our logistics segment, GXO, in August 2021. The post-spin Committee has brought a fresh approach to its role while remaining committed to the company’s pay-for-performance philosophy and focused on rewarding our executives for performance that creates substantial, long-term value for our stockholders. Long-term incentive compensation continues to be tied to ambitious goals for key operational indicators that incentivize our executives to drive long-term stockholder value creation. Over time, our financial and operational results have demonstrated the merits of this philosophy for our stockholders, and our granting practices have proven successful in aligning pay outcomes with performance.

In 2021, our NEOs successfully capitalized on strong end-market tailwinds to drive performance, create significant stockholder value through the spin-off of GXO and continue to enhance our organizational culture. The spin-off created billions of dollars of stockholder value, simplified our business model and focused our resources on driving XPO’s transportation revenue and margin higher, including in those parts of the business where our performance is already industry-best. Having led XPO through the transition, our NEOs delivered record results in the fourth quarter of 2021 — our first full period as a pure-play transportation company. We reported a significant increase in net income from continuing operations attributable to common shareholders, the highest revenue and highest adjusted diluted EPS of any quarter in our company’s history, and adjusted EBITDA that was a fourth quarter record.

In 2021, both the pre- and post-spin-off Committees reviewed the feedback from stockholders with management to fully understand their viewpoints and examined executive pay structures in the context of the company’s changing business profile, following the planned (and subsequently executed) spin-off of GXO.

Many of those discussions focused on the form and vesting schedule of the cash long-term incentive awards granted to Mr. Jacobs, Mr. Harik and Mr. Cooper in 2020 (the “2020 LTI Awards”), the company’s expectations for addressing the outstanding equity awards upon the spin-off of GXO, the structure of the short-term incentive (“STI”) framework and the enhanced disclosures included in our 2021 proxy statement. This engagement includes management discussions with stockholders in the weeks following the annual meeting, including in depth discussions on ESG-related and executive compensation topics.

In light of this careful review and the feedback from our stockholders, the Committee, collectively, took the following actions:

■

Instituted a formulaic STI structure: In response to stockholder feedback expressing a preference for a formulaic construct, the STI structure for all executive officers has been modified to be entirely formulaic, based on achievement of the company’s annual adjusted EBITDA target.

​

■

Replaced cash LTI Awards with performance-based equity awards: In response to stockholder feedback expressing a preference for equity-based incentives and to address 2022 strategic priorities, the Committee elected, in 2022, to cancel certain 2020 LTI Award tranches, originally denominated in cash, and replace them with performance-based stock units (“PSUs”) with

​

 

target grant date values aligned to the same target values of the cancelled portions of the 2020 LTI Award. This includes cancellation of 50% of the target value of the 2022 tranche of the 2020 LTI Award, originally denominated in cash and representing a $5 million target value, for Mr. Jacobs.

■

Recalibrated all outstanding long-term awards with post-spin-off targets, including changes to strengthen the rigor of absolute financial targets in the 2020 LTI Award: In response to stockholder requests for greater rigor of performance targets in the 2020 LTI Award, upon the spin-off of GXO the Committee recalibrated all outstanding long-term awards, including the 2018 and 2019 PSUs and 2020 LTI Award, with post-spin-off targets. For the 2020 LTI Award adjustment, the Committee took the opportunity to use the revised 2021 budget for the post-spin-off transportation company to create a new baseline, which projected upward targets for 2021 and, in turn, a higher basis for forecasted growth for the performance periods of 2022 and 2023. The adjustments thereby increased the rigor of the absolute targets underlying this award, while also appropriately reflecting XPO’s post-spin-off business profile. For the 2018 and 2019 PSUs, the adjustment methodology was based on the requirement of the 2016 Omnibus Incentive Compensation Plan (the “Omnibus Plan”) to make equitable adjustments.

​

■

Designed CFO LTI Award as an equity-based incentive: In response to stockholder preference for equity incentives, upon the appointment of Mr. Tulsyan as our chief financial officer, his reward package did not include a cash denomination and instead was comprised entirely of equity, including performance-based stock units which replicated the performance conditions of the 2020 LTI Awards granted to the other named executive officers. Mr. Tulsyan also received an award of time-based restricted stock units.

​

■

Made no additional LTI awards to CEO: No incremental grants of long-term incentive compensation were issued to Mr. Jacobs, our chief executive officer.

​

Further details about executive compensation decisions are described in the “Summary of Key Executive Compensation Decisions in 2021” section of the Compensation Discussion and Analysis.

2021 STOCKHOLDER ENGAGEMENT AND RESPONSIVENESS

XPO’s Board and management team believe that stockholder engagement is key to strong corporate governance and best practice executive compensation. The feedback received during these conversations helps inform our compensation program, sustainability and human capital management practices and ensures that our approach on these topics continues to align with the long-term interests of our stockholders.

In the spring of 2021, members of senior management and independent directors reached out to stockholders representing approximately 50% of our common stock and engaged with stockholders representing approximately 47% of our common stock. This includes proxy ballot-focused meetings prior to our annual meeting and meetings led by our investor relations team and chief strategy officer following our annual meeting. All meetings touched on business strategy, ESG-related topics and executive compensation. The pre-spin-off Board and Committee discussed the feedback from these sessions to determine how to implement responsive changes to the compensation program. Those steps included the compensation decisions described above in the “2021 Compensation Highlights” section.

In response to the stockholder feedback we received, members of the Compensation Committee from both pre and post-GXO spin-off made several responsive changes to the compensation program for 2022. Among other steps, these changes included moving to an entirely formulaic STI program structure, as well as replacing half of the CEO’s 2022 tranche of the cash-based 2020 LTI Award with performance-based stock units, which continue to be tied to rigorous goals. In addition, we have continued to enhance our sustainability practices, such as the inclusion of an ESG scorecard in our 2020 LTI Award, with approximately 40 defined ESG targets and initiatives that span a four-year period through 2023 and expanded diversity, equity and inclusion partnerships in 2021. In 2022, the Committee will continue to place importance on stockholder feedback in forming its executive compensation decisions. We are mindful of the company’s strategic plan for the spin-off of its tech-enabled brokered services platform and two divestitures this year, and we remain committed to the long-standing core principles of the Committee’s approach to executive compensation and to ongoing engagement to inform our practices throughout this exciting transition.

Further details about our Compensation Committee decisions resulting from stockholder engagement are described in the “Stockholder Outreach and Engagement” section of the Compensation Discussion and Analysis.

 

QUESTIONS AND ANSWERS

This Proxy Statement sets forth information relating to the solicitation of proxies by the Board of Directors (our “Board of Directors” or our “Board”) of XPO Logistics, Inc. (“XPO” or our “company”) in connection with our 2022 Annual Meeting of Stockholders (the “Annual Meeting”) or any adjournment or postponement thereof. This Proxy Statement is being furnished by our Board for use at the Annual Meeting to be held on May 18, 2022 at 10:00 a.m. Eastern Time. The meeting will be held exclusively as a live webcast. You can access the meeting at meetnow.global/MRDXLKV. You are required to have a control number to access the Annual Meeting. Please follow the instructions below to receive your control number.

This Proxy Statement and form of proxy are first being mailed on or about April 18, 2022, to our stockholders of record as of the close of business on April 14, 2022 (the “Record Date”).

The following answers address some questions you may have regarding our Annual Meeting. These questions and answers may not include all of the information that may be important to you as a stockholder of our company. Please refer to the more detailed information contained elsewhere in this Proxy Statement.

What items of business will be voted on at the Annual Meeting?

We expect that the business put forth for a vote at the Annual Meeting will be as follows:

■

To elect eight (8) members of our Board of Directors for a term to expire at the 2023 Annual Meeting of Stockholders or until their successors are duly elected and qualified (Proposal 1);

​

■

To ratify the appointment of KPMG LLP (“KPMG”) as our independent registered public accounting firm for fiscal year 2022 (Proposal 2);

​

■

To approve an amendment to the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan to increase the number of available shares thereunder (Proposal 3);

​

■

To conduct an advisory vote to approve the executive compensation of our named executive officers (“NEOs”) as disclosed in this Proxy Statement (Proposal 4);

​

■

To consider and vote on a stockholder proposal regarding additional disclosure of the company’s political activities, if properly presented at the Annual Meeting (Proposal 5);

​

■

To consider and vote on a stockholder proposal regarding stockholder approval of senior managers’ severance or termination packages, if properly presented at the Annual Meeting (Proposal 6);

​

■

To consider and vote on a stockholder proposal regarding an audit analyzing the company’s policies and practices on the civil rights of its stakeholders, if properly presented at the Annual Meeting (Proposal 7); and

​

■

To consider and transact other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

​

Senior management of XPO and representatives of our outside auditor, KPMG, will be available to respond to appropriate questions.

Who can attend and vote at the Annual Meeting?

You are entitled to receive notice of, attend and vote at the Annual Meeting, or any adjournment or postponement thereof, if, as of the close of business on April 14, 2022, the Record Date, you were a holder of record of our common stock.

We have designed the virtual Annual Meeting to provide substantially the same opportunities to participate as stockholders would have at an in-person meeting. Our virtual Annual Meeting will be conducted on the internet via live webcast. You can access the Annual Meeting at meetnow.global/MRDXLKV. You will be required to provide the control number on your proxy card to access the Annual Meeting. If the shares of common stock you hold are in an account at a broker, dealer, commercial bank, trust company or other nominee (i.e., in “street name”), you must register in advance to participate in the Annual Meeting, vote electronically and submit questions during the live webcast of the meeting. To register, you must obtain a legal proxy from the bank, broker or other nominee that holds your shares giving you the right to vote the shares. Requests for registration should be directed to Computershare by email at legalproxy@computershare.com no later than 5:00 p.m. Eastern Time on Thursday, May 12, 2022. You will receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the meeting, go to meetnow.global/MRDXLKV and enter your control number.

 

Can I ask questions during the Annual Meeting?

The virtual Annual Meeting format allows stockholders to communicate with XPO during the Annual Meeting so they can ask questions of XPO’s management and Board of Directors, as appropriate. Stockholders (or their proxy holders) may submit questions for the Annual Meeting’s question and answer session in advance by logging on to the meeting website at meetnow.global/MRDXLKV. You will need the control number on your proxy card or confirmation email from Computershare in order to submit a question. Click on the “Q&A” icon in the top right corner of the screen and submit your question. You may provide your name, address and organization, and, if applicable, the specific proposal to which your question relates. Questions can be submitted in advance of the Annual Meeting beginning at 9:00 a.m. Eastern Time on May 16, 2022. Questions may also be submitted during the Annual Meeting through the meeting website. We will answer as many questions during the meeting as time will allow and will group questions together where appropriate. We reserve the right to exclude questions regarding topics that are not pertinent to the Annual Meeting matters or company business or are inappropriate.

What if I have trouble accessing the Annual Meeting virtually?

The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Note: Internet Explorer is not a supported browser. Participants should ensure that they have a strong internet connection wherever they intend to participate in the Annual Meeting. We encourage you to access the meeting prior to the start time. Should you need further assistance prior to or during the meeting, you may call 1-888-724-2416.

How many shares of XPO common stock must be present to conduct business at the Annual Meeting?

As of the Record Date, there were 115,020,310 shares of common stock issued and outstanding, with each share entitled to one vote on each matter to come before the Annual Meeting. Therefore, 115,020,310 votes are eligible to be cast at the Annual Meeting.

A quorum is necessary to hold a valid meeting of stockholders. Pursuant to the company’s bylaws, the presence, in person or by proxy, of the holders of a majority of the shares issued and outstanding and entitled to vote is necessary for each of the proposals to be presented at the Annual Meeting. Accordingly, holders of shares of our common stock representing 57,510,156 votes must be present at the Annual Meeting. If you vote by internet, telephone or proxy card, the shares you vote will be counted toward the quorum for the Annual Meeting. Abstentions and broker non-votes are counted as present for the purpose of determining a quorum.

What are my voting choices?

With respect to the election of directors, you may vote “FOR” or “AGAINST” each of the director nominees, or you may “ABSTAIN” from voting for one or more of such nominees. With respect to the other proposals to be considered at the Annual Meeting, you may vote “FOR” or “AGAINST” or you may “ABSTAIN” from voting on any proposal. If you sign your proxy without giving specific instructions, your shares will be voted in accordance with the recommendations of our Board of Directors with respect to the specific proposals described in this Proxy Statement and at the discretion of the proxy holders on any other matters that properly come before the Annual Meeting.

What vote is required to approve the proposals being considered at the Annual Meeting?

■

Proposal 1: Election of eight (8) directors. The election of each of the eight (8) director nominees named in this Proxy Statement requires the affirmative vote of a majority of the votes cast (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee) by holders of shares of our common stock at the Annual Meeting at which a quorum is present. If any incumbent director standing for re-election receives a greater number of votes “against” his or her election than votes “for” such election, our bylaws require that such person must promptly tender his or her resignation to our Board of Directors. You may not accumulate your votes for the election of directors.

​

Brokers may not use discretionary authority to vote shares of our common stock on the election of directors if they have not received specific instructions from their clients. If you are a beneficial owner of shares of our common stock, in order for your vote to be counted in the election of directors, 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 election of director nominees.

■

Proposal 2: Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2022. Ratification of the appointment of KPMG as our independent registered public accounting firm for the year ending December 31, 2022 requires the affirmative vote of a majority of the votes cast (meaning the number of shares voted “for” such proposal must exceed the number of shares voted “against” such proposal) 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: Approval of an amendment to the company’s 2016 Omnibus Incentive Compensation Plan to increase the number of available shares thereunder. The approval of an amendment to the company’s 2016 Omnibus Incentive Compensation Plan requires the affirmative vote of a majority of the votes cast (meaning the number of shares voted “for” such proposal must exceed the number of shares voted “against” such proposal) by holders of shares of our common stock at the Annual Meeting at which a quorum is present.

​

Brokers may not use discretionary authority to vote shares of our common stock on this proposal if they have not received specific instructions from their clients. If you are a beneficial owner of shares of our common stock, in order for your vote to be counted for or against the amendment to the company’s 2016 Omnibus Incentive Compensation Plan, you will need to communicate your voting decision 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 vote on this proposal.

■

Proposal 4: 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” such proposal must exceed the number of shares voted “against” such proposal) 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, in order 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 5: Stockholder proposal regarding additional disclosure of the company’s political activities. Approval of a requirement that the company issue an annual report disclosing the company’s political activities and related expenditures requires the affirmative vote of a majority of the votes cast (meaning the number of shares voted “for” such proposal must exceed the number of shares voted “against” such proposal) by holders of shares of our common stock at the Annual Meeting at which a quorum is present.

​

Brokers may not use discretionary authority to vote shares of our common stock on this stockholder proposal 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 for or against the stockholder proposal, you will need to communicate your voting decision 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 vote on this stockholder proposal.

■

Proposal 6: Stockholder proposal regarding stockholder approval of senior managers’ severance or termination packages. Approval of requirement that the company’s stockholders approve senior managers’ severance or termination packages that exceed a certain value requires the affirmative vote of a majority of the votes cast (meaning the number of shares voted “for” such proposal must exceed the number of shares voted “against” such proposal) by holders of shares of our common stock at the Annual Meeting at which a quorum is present.

​

Brokers may not use discretionary authority to vote shares of our common stock on this stockholder proposal 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 for or against the stockholder proposal, you will need to communicate your voting decision 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 vote on this stockholder proposal.

■

Proposal 7: Stockholder proposal regarding an audit analyzing the company’s policies and practices on the civil rights of its stakeholders. Approval of requirement to conduct a third-party audit analyzing the adverse impact of the company’s policies and practices on the civil rights of its stakeholders requires the affirmative vote of a majority of the votes cast (meaning the number of shares voted “for” such proposal must exceed the number of shares voted “against” such proposal) by holders of shares of our common stock at the Annual Meeting at which a quorum is present.

​

Brokers may not use discretionary authority to vote shares of our common stock on this stockholder proposal 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 for or against the stockholder proposal, you will need to communicate your voting decision 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 vote on this stockholder proposal.

In general, other business properly brought before the Annual Meeting at which a quorum is present requires the affirmative vote of a majority of the votes cast (meaning the number of shares voted “for” such proposal must exceed the number of shares voted “against” such proposal) by holders of shares of our common stock.

 

How does the Board of Directors recommend that I vote?

Our Board of Directors, after careful consideration, recommends that our stockholders vote “FOR” the election of each director nominee named in this Proxy Statement, “FOR” the ratification of KPMG as our independent registered public accounting firm for fiscal year 2022, “FOR” the approval of an amendment to the company’s incentive compensation plan, “FOR” the advisory approval of the resolution to approve executive compensation, “AGAINST” the approval of the stockholder proposal regarding additional disclosure of the company’s political activities, if such proposal is properly presented at the meeting; “AGAINST” the approval of the stockholder proposal regarding stockholder approval of senior managers’ severance or termination packages, if such proposal is properly presented at the meeting; and “AGAINST” the approval of the stockholder proposal regarding an audit analyzing the company’s policies and practices on the civil rights of its stakeholders, if such proposal is properly presented at the meeting.

What do I need to do now?

We urge you to read this Proxy Statement carefully, then vote via internet or by telephone by following the instructions on the proxy card, or mail your completed, dated and signed proxy card in the enclosed return envelope as soon as possible, so that your shares of our common stock can be voted at the Annual Meeting.

How do I cast my vote?

Registered Stockholders. If you are a registered stockholder (i.e., you hold your shares in your own name through our transfer agent, Computershare Trust Company, N.A., and not through a broker, bank or other nominee that holds shares for your account in “street name”), you may vote by proxy via internet or by telephone by following the instructions provided on the proxy card, or mail your completed, dated and signed proxy card in the enclosed return envelope. Proxies submitted via internet or by telephone must be received by 1:00 a.m. Eastern Time on May 18, 2022. Please see the proxy card provided to you for instructions on how to submit your proxy via internet or by telephone. Stockholders of record who attend the Annual Meeting may vote directly at the Annual Meeting by following the instructions provided during the Annual Meeting.

Beneficial Owners. If you are a beneficial owner of shares (i.e., your shares are held in the name of a brokerage firm, bank or a trustee), you may vote by proxy by following the instructions provided in the voting instruction form or other materials provided to you by the brokerage firm, bank or other nominee that holds your shares. To vote directly at the Annual Meeting, you must obtain a legal proxy from the brokerage firm, bank or other nominee that holds your shares. Follow the instructions provided above to obtain a control number and the voting instructions provided during the Annual Meeting.

What is the deadline to vote?

If you hold shares as the stockholder of record, your vote by proxy must be received before the polls close at the Annual Meeting. As indicated on the proxy card provided to you, proxies submitted prior to the Annual Meeting via internet or by telephone must be received by 1:00 a.m. Eastern Time on May 18, 2022.

If you are the beneficial owner of shares of our common stock, please follow the voting instructions provided by your broker, trustee or other nominee.

What happens if I do not respond, or if I respond and fail to indicate my voting preference, or if I abstain from voting?

If you fail to vote via internet or by telephone as indicated on your proxy card, or fail to properly sign, date and return your proxy card, your shares will not be counted towards establishing a quorum for the Annual Meeting, which requires holders representing a majority of the outstanding shares of our common stock to be present in person or by proxy.

Failure to vote, assuming the presence of a quorum, will have no effect on the tabulation of the votes on the proposals. If you are a stockholder of record and you properly sign, date and return your proxy card, but do not indicate your voting preference, we will count your proxy as a vote “FOR” the election of the eight nominees for director named in “Proposal 1 — Election of Directors,” “FOR” the ratification of KPMG as our independent registered public accounting firm for fiscal year 2022, “FOR” the approval of an amendment to the company’s incentive compensation plan, “FOR” the advisory approval of the resolution to approve executive compensation, “AGAINST” the approval of the stockholder proposal regarding additional disclosure of the company’s political activities, if such proposal is properly presented at the meeting; “AGAINST” the approval of the stockholder proposal regarding stockholder approval of senior managers’ severance or termination packages, if such proposal is properly presented at the meeting; and “AGAINST” the approval of the stockholder proposal regarding an audit analyzing the company’s policies and practices on the civil rights of its stakeholders, if such proposal is properly presented at the meeting.

If my shares are held in “street name” by my broker, dealer, commercial bank, trust company or other nominee, will my broker or other nominee vote my shares for me?

You should instruct your broker or other nominee on how to vote your shares of our common stock using the instructions they provide to you. Brokers or other nominees who hold shares of our common stock in “street name” for customers are prevented by the rules set forth in the Listed Company Manual (the “NYSE Rules”) of the New York Stock Exchange (the “NYSE”) from exercising voting discretion with respect to non-routine or contested matters (i.e., they must receive specific voting instructions from a stockholder

 

in order to vote that stockholder’s shares on non-routine or contested matters). Shares not voted by a broker or other nominee, because they did not receive specific voting instructions from the stockholder on one or more proposals, are referred to as “broker non-votes.”

We expect that when the NYSE determines whether each of the seven proposals to be voted on at our Annual Meeting is a routine or non-routine matter, only “Proposal 2 — Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm for Fiscal Year 2022” will be determined to be routine. It is important that you instruct your broker or other nominee on how to vote your shares of our common stock held in “street name” by following the instructions provided to you by your broker or other nominee.

What if I want to change my vote?

Whether you attend the Annual Meeting or not, you may revoke a proxy at any time before your proxy is voted at the Annual Meeting. You may do so by properly delivering a later-dated proxy either via internet, by telephone, by mail, or by attending the Annual Meeting virtually and voting. Please note, however, that your attendance at the Annual Meeting will not automatically revoke any prior proxy, unless you vote again at the Annual Meeting or specifically request in writing that your prior proxy be revoked. You also may revoke your proxy by delivering a notice of revocation to Corporate Secretary, XPO Logistics, Inc., Five American Lane, Greenwich, Connecticut 06831 prior to the vote at the Annual Meeting. If you hold your shares through a broker, dealer, commercial bank, trust company or other nominee, you should follow the instructions of your broker or other nominee regarding revocation of proxies.

How will the persons named as proxies vote?

If you are a registered stockholder (i.e., if you hold your shares of our common stock in your own name through our transfer agent, Computershare Trust Company, N.A., and not through a broker, bank or other nominee that holds shares for your account in “street name”) and you complete and submit a proxy, the persons named as proxies will follow your instructions. If you submit a proxy but do not provide voting instructions, or if your instructions are unclear, the persons named as proxies will vote as recommended by our Board of Directors or, if no recommendation is given, by using their own discretion.

Where can I find the results of the voting?

We intend to announce preliminary voting results at the Annual Meeting and will publish final results on a Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission (the “SEC”) within four (4) business days after the Annual Meeting. The Current Report on Form 8-K will also be available on our website, www.xpo.com.

Who will pay for the cost of soliciting proxies?

The company will pay for the cost of soliciting proxies. We have engaged Innisfree M&A Incorporated to assist us in soliciting proxies in connection with the Annual Meeting and have agreed to pay them approximately $15,000 plus their expenses for providing such services. Our directors, officers and other employees, without additional compensation, may solicit proxies personally, in writing, by telephone, by email or otherwise. As is customary, we will reimburse brokerage firms, fiduciaries, voting trustees and other nominees for forwarding our proxy materials to each beneficial owner of shares of our common stock held through them as of the Record Date.

What is “householding” and how does it affect me?

In cases where multiple company stockholders share the same address, and the shares are held through a bank, broker or other holder of record in a street-name account, only one copy of our proxy materials will be delivered to that address unless a stockholder at that address requests otherwise. This practice, known as “householding,” is intended to reduce our printing and postage costs. However, any such street-name stockholders residing at the same address who wish to receive a separate copy of our proxy materials may request a copy by contacting their bank, broker or other holder of record, or by sending a written request to Investor Relations, XPO Logistics, Inc., Five American Lane, Greenwich, Connecticut 06831, or by contacting Investor Relations by email at investors@xpo.com. The voting instruction form sent to a street-name stockholder should provide information on how to request a separate copy of future materials for each company stockholder at that address, if that is your preference. Similarly, if you currently receive separate copies of our proxy materials but which to participate in householding, please contact us through the method described above.

Can I obtain an electronic copy of the company’s proxy materials?

Yes, this Proxy Statement and our 2021 Annual Report are available on the internet at www.edocumentview.com/XPO.

 

BOARD OF DIRECTORS AND

AN OVERVIEW OF OUR MISSION AND HOW OUR BOARD COMPOSITION IS ALIGNED WITH OUR STRATEGY

Our company’s mission is to be the leading provider of freight transportation services and help our customers move goods efficiently through their supply chains using our proprietary technology. Our global network serves 50,000 shippers with approximately 727 locations and 41,000 employees. We care deeply about keeping our employees and customers happy, and we view safety, sustainability, strong governance and a purpose-driven culture as essential components of value creation.

Our business primarily provides less-than-truckload (LTL) and truck brokerage services. We are a top three provider of LTL services in North America, with one of the industry’s largest asset-based, national networks of tractors, trailers, terminals and drivers. We provide our LTL customers with geographic density and day-definite regional, inter-regional and transcontinental LTL freight services. In addition, XPO is one of the largest asset-light brokers of truckload transportation in North America — we use our XPO Connect® digital brokerage platform to source independent carriers for shippers who need to move full truckloads of freight, and we manage the process efficiently with our technology. In addition to these two core services, our offering includes complementary asset-light services of last mile logistics, managed transportation and global forwarding in North America, as well as our diversified European transportation business. In addition to our scale, we believe that our substantial exposure to secular industry growth trends, our first-mover advantage as an innovator and our blue-chip customer relationships are compelling competitive advantages.

Our Board of Directors consists of a highly skilled group of leaders who share our values and reflect our culture. Many of our directors have served as executive officers or board members of major companies and have an extensive understanding of the principles of corporate governance. In addition, our directors have a strong owner orientation — as of the Record Date, approximately 11% of the voting power of our capital stock was held by our directors or by entities or persons related to our directors. As described on page 4, our Board as a whole has extensive expertise in the following skill sets, all of which are relevant to our company, business, industry and strategy:

■

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;

​

■

The transportation and logistics industry;

​

■

Risk management;

​

■

Talent management and engagement; and

​

■

Technology and information systems.

​

 

DIRECTORS

Our Board of Directors currently consists of eight (8) members as set forth in the table below. The term of each of our directors will expire at the Annual Meeting. Our Board has nominated all of the current directors to stand for election at the Annual Meeting, as set forth in Proposal 1 on page 66 of this Proxy Statement.

Under the terms of an Investment Agreement, dated June 13, 2011 (the “Investment Agreement”), by and among Jacobs Private Equity, LLC (“JPE”), the other investors party thereto (collectively with JPE, the “Investors”), and our company, JPE has the right to designate certain percentages of the nominees for our Board of Directors so long as JPE owns securities representing specified percentages of the total voting power of our capital stock on a fully-diluted basis. JPE does not currently own securities representing the required voting power to qualify for the right to designate nominees for our Board of Directors. The foregoing rights of JPE under the Investment Agreement are in addition to, and not in limitation of, JPE’s voting rights as a holder of capital stock of our company. JPE is controlled by Brad Jacobs, our chairman and chief executive officer. The Investment Agreement and the terms contemplated therein were approved by our stockholders at a special meeting on September 1, 2011.

None of the foregoing will prevent our Board of Directors from acting in accordance with its fiduciary duties or applicable law or stock exchange requirements or from acting in good faith in accordance with our governing documents, while giving due consideration to the intent of the Investment Agreement.

Set forth below is information regarding each of our director nominees, including the experience, qualifications, attributes or skills that led our Board to conclude that each such nominee should serve as a director.

 

 

 

 

 

ROLE OF THE BOARD AND BOARD LEADERSHIP STRUCTURE

Our business and affairs are managed under the direction of our Board of Directors, which is our company’s ultimate decision-making body, except with respect to those matters reserved to our stockholders. Our Board’s primary responsibility is to seek to maximize long-term stockholder value. Our Board establishes our overall corporate policies, selects and evaluates our senior management team, which is charged with the conduct of our business, monitors the performance of our company and management, and provides advice and counsel to management. In fulfilling the Board’s responsibilities, our directors have full access to our management, internal and external auditors and outside advisors.

Furthermore, our Board of Directors is committed to independent Board oversight. Our current Board leadership structure includes an executive chairman as well as a lead independent director and an independent vice chairman. The positions of chairman of the Board and chief executive officer are both currently held by Mr. Jacobs. Our Board believes that this combination of roles is appropriate because the structure enables decisive leadership and ensures clear accountability in the context of strong Board practices and a Board culture that facilitates independent oversight. In August, Mr. Jacobs once again followed through on a major initiative to increase stockholder value when XPO completed the spin-off of its contract logistics segment as GXO Logistics, an independent, publicly-traded company. The spin-off and subsequently announced strategic plan, demonstrates Mr. Jacobs’ ability to focus on creating value for stockholders and also remain intensely committed to the satisfaction of our customers and employees. Our Board believes the dual roles function well for our company based on our current strategy, governance and ownership structure.

To further strengthen its independent decision-making, our Board has approved a set of Corporate Governance Guidelines (the “Guidelines”), which provide that the independent directors may appoint a lead independent director who presides over executive sessions of the independent directors, and who shall serve a term of at least one year. The position of lead independent director has been structured to serve as an effective balance to the dual roles served by Mr. Jacobs, and to include, among other duties: (i) presiding at all meetings of the Board of Directors at which the chairman is not present; (ii) presiding at all executive sessions of the independent directors, which must take place at least once a year without members of management present; and (iii) calling additional meetings of the independent directors as necessary. In practice, in 2021, our independent directors met in executive sessions much more frequently. The lead independent director also serves as a liaison between the chairman and the independent directors. Together with the chairman, the lead independent director approves Board meeting agendas, meeting schedules and meeting materials to be distributed to our Board in order to ensure sufficient time for informed discussion of issues. The lead independent director is also available to meet with significant stockholders as required. On March 20, 2016, the independent directors appointed Mr. Jesselson to serve as lead independent director.

In addition, on February 7, 2019, the Board established an independent vice chairman position as part of its ongoing commitment to strong corporate governance. The position of vice chairman is defined as an independent director with authorities and duties that include, among others: (i) presiding at meetings of the Board where the chairman and lead independent director are not present; (ii) assisting the chairman, when appropriate, in carrying out his or her duties; (iii) assisting the lead independent director, when appropriate, in carrying out his or her duties; and (iv) such other duties, responsibilities and assistance as the Board or the chairman may determine. Ms. DeSalva was appointed to serve as vice chairman on February 7, 2019, to provide support on key governance matters and stockholder engagement to the chairman, lead independent director and the Board.

Further information regarding the positions of lead independent director and vice chairman is set forth in the Guidelines. The Guidelines are available on the company’s website at www.xpo.com under the Investors tab.

Our Board of Directors held 11 meetings during 2021. Each person currently serving as a director attended at least 91% of the meetings of the Board and any committee(s) on which he or she served during the time he or she served on the Board or committees. In addition, during 2021, our Board of Directors acted three times via unanimous written consent.

Our directors are expected to attend our annual meetings. Any director who is unable to attend is expected to notify the chairman of the Board in advance of the meeting date. All of our directors then serving and standing for re-election attended the 2021 Annual Meeting of Stockholders.

BOARD RISK OVERSIGHT

Our Board of Directors provides overall risk oversight, with a focus on the most significant risks facing our company. In addition, the Board is responsible for ensuring that appropriate crisis management and business continuity plans are in place. The management of risks to our business, and the execution of contingency plans, are primarily the responsibility of our senior management team.

Our Board and senior management team regularly discuss the company’s business strategy, operations, policies, controls, prospects, and current and potential risks. These discussions include approaches for assessing, monitoring, mitigating and controlling risk exposure. The Board has delegated responsibility for the oversight of specific risks to special committees as follows:

■

Audit Committee. The Audit Committee oversees the policies that govern the process by which our exposure to risk is assessed and managed by management. In that role, the Audit Committee discusses major financial risk exposures 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 holding our senior leadership team accountable.

​

■

Nominating, Corporate Governance and Sustainability Committee. The Nominating, Corporate 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.

​

COMMITTEES OF THE BOARD AND COMMITTEE MEMBERSHIP

Each of the Audit Committee, the Compensation Committee and the Nominating, Corporate Governance and Sustainability Committee has a written charter that complies with applicable SEC rules and with the NYSE Rules. These charters are available at www.xpo.com. You may obtain a printed copy of any of these charters, without charge, by sending a request to Corporate Secretary, XPO Logistics, Inc., Five American Lane, Greenwich, Connecticut 06831.

The committees are each comprised entirely of independent directors within all applicable standards, as discussed below. Our Board’s general policy is to review and approve committee assignments annually. After consulting with our Board chairman and considering member qualifications, the Nominating, Corporate Governance and Sustainability Committee is responsible for recommending to our Board all committee assignments, including the roles of committee chairmen. Each committee is authorized to retain, in its sole authority, its own outside counsel and other advisors at the company’s expense as it desires. Also, each committee may form and delegate authority to subcommittees when appropriate. Our Board may eliminate or create additional committees as it deems appropriate.

The following table sets forth the membership of each of our Board committees as of the Record Date. Mr. Jacobs does not serve on any Board committees.

A summary of the committees’ responsibilities is as follows:

Audit Committee. Our Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to assist our Board of Directors in fulfilling its responsibilities in a number of areas, including, without limitation, oversight of: (i) our accounting and financial reporting processes, including our systems of internal controls and disclosure controls, (ii) the integrity of our financial statements, (iii) our compliance with legal and regulatory requirements, (iv) the qualifications and independence of our independent registered public accounting firm, (v) the performance of our independent registered public accounting firm and internal audit function and (vi) related party transactions. Each member of the Audit Committee satisfies all applicable independence standards, has not participated in the preparation of our financial statements at any time during the past three years, and is able to read and understand fundamental financial statements. From January 1, 2021 to August 2, 2021, the Audit Committee was comprised of the following four directors: Mr. Oren Shaffer (chairman), Ms. Gena Ashe, Mr. Jesselson and Dr. Jason Papastavrou. Mr. Shaffer, Ms. Ashe and Dr. Papastavrou resigned from the company’s Board on August 2, 2021 to join the GXO board. From August 2, 2021 to December 31, 2021, the Audit Committee was comprised of the following four directors: Mr. Aiken (chairman), Ms. DeSalva, Mr. Jesselson and Ms. Landry. During 2021, the Audit Committee met eight times and acted twice via unanimous written consent. Our Board has determined that Mr. Aiken qualifies as an “audit committee financial expert” as defined under Item 407(d)(5) of Regulation S-K under the Exchange Act.

 

Compensation Committee. The primary responsibilities of the Compensation Committee are, among other things: (i) to oversee the administration of our compensation programs, (ii) to review and approve the compensation of our executive management, (iii) to review company contributions to qualified and non-qualified plans, (iv) to prepare any report on executive compensation required by SEC rules and regulations, and (v) to retain independent compensation consultants and oversee the work of such consultants. During 2021, the Compensation Committee met nine times and, in addition, acted five times via unanimous written consent to deliberate on a range of matters relating to compensation, including:

■

Certification of goal attainment for performance-based stock unit awards (“PSUs”);

​

■

Director and executive compensation benchmarking, compared to market levels of pay;

​

■

Trends in executive pay practices and relevant developments within the regulatory landscape;

​

■

Executive compensation decision frameworks and strategies for cash and long-term incentive compensation;

​

■

Thresholds, targets and/or maximum values related to cash compensation;

​

■

Risk assessment of incentive compensation plans;

​

■

NEO performance evaluations with respect to financial and non-financial goals and expectations;

​

■

Approval of compensation decisions for directors and executive officers;

​

■

Evaluation of share utilization (i.e., burn rate and dilution) in our employee equity plan;

​

■

Compliance with executive stock ownership guidelines;

​

■

Material changes in benefit plans across the company;

​

■

Cash bonus accruals for employees in our company’s annual incentive plan, based on financial performance of each business;

​

■

Review and certification of compensation advisor independence; and

​

■

Inclusion of the compensation, discussion and analysis disclosure in the company’s annual proxy statement and its incorporation by reference into the company’s annual report on Form 10-K.

​

From January 1, 2021 to August 2, 2021, the Compensation Committee was comprised of the following three directors: Dr. Papastavrou (chairman), Ms. Marlene Colucci and Mr. Jesselson. On August 2, 2021, Dr. Papastavrou and Ms. Colucci resigned from the company’s Board to join the GXO board. From August 2, 2021 to December 31, 2021, the Compensation Committee was comprised of the following three directors: Mr. Taylor (chairman), Ms. Kissel and Ms. Landry.

Nominating, Corporate Governance and Sustainability Committee. The primary responsibilities of the Nominating, Corporate Governance and Sustainability Committee are, among other things: (i) to identify individuals qualified to become Board members and recommend that our Board select such individuals to be presented for stockholder consideration at the annual meeting or to be appointed by the Board to fill a vacancy, (ii) to make recommendations to the Board concerning committee appointments, (iii) to develop, recommend to the Board and annually review the Guidelines and oversee corporate governance matters, (iv) to support the Board in its oversight of our company’s purpose-driven sustainability strategies, performance and external disclosures, including ESG matters and related stakeholder engagement, and (v) to oversee an annual evaluation of our Board and its committees. From January 1, 2021 to August 2, 2021, the Nominating, Corporate Governance and Sustainability Committee was comprised of the following three directors: Ms. DeSalva (chairman), Mr. Jesselson and Dr. Papastavrou. Dr. Papastavrou resigned from the company’s Board on August 2, 2021 to join the GXO board and was replaced with Mr. Kingshott. The Nominating, Corporate Governance and Sustainability Committee met three times during 2021.

Acquisition Committee. From January 1, 2021 until July 30, 2021, the company’s Acquisition Committee, which was responsible for overseeing risks related to the execution of our acquisition strategy, consisted of Mr. Kingshott (chairman), Ms. Ashe and Ms. Colucci. The Acquisition Committee did not meet during 2021 and was dissolved on July 30, 2021.

 

DIRECTOR COMPENSATION

The following table sets forth information concerning the compensation of each person who served as a non-employee director of our company during 2021.

2021 Director Compensation Table(1)

​

(1)

Compensation information for Brad Jacobs, who is a NEO of our company, is disclosed in this Proxy Statement under the heading “Executive Compensation — Compensation Tables.” Mr. Jacobs did not receive additional compensation for his service as a director.

​

(2)

The amounts reflected in this column represent the fees earned by the directors for their service during 2021. Because the fees are paid in arrears and fourth quarter payments are received during the following calendar year, fees earned more accurately represent the compensation received by our directors.

​

(3)

The amounts reflected in this column represent a full or prorated grant date fair value of the awards made in 2021, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718 “Compensation — Stock Compensation” ​(“ASC 718”). For further discussion of the assumptions used in the calculation of the grant date fair value, please see “Notes to Consolidated Financial Statements — Note 15. Stock-Based Compensation” of our company’s Annual Report on Form 10-K for the year ended December 31, 2021. Each director serving on January 3, 2021 was granted an award of 1,604 restricted stock units (“RSUs”), corresponding to the value of $190,000, the amount of annual equity compensation paid to our directors. Ms. DeSalva, Mr. Jesselson and Mr. Kingshott served as directors the entire calendar year of 2021 and their full grant vested on January 3, 2022. As a result of the spin-off, Ms. Ashe, Ms. Colucci, Dr. Papastavrou and Mr. Shaffer resigned from the company’s board on August 2, 2021 to join the GXO board. Their amounts represent a prorated value of the RSUs from January 1, 2021 to August 2, 2021 and their grants were transferred to GXO as per the terms of the spin-off transaction. Mr. Aiken, Ms. Kissel, Ms. Landry and Mr. Taylor joined the company’s board on August 2, 2021 and received a prorated award of 920 RSUs worth $79,123. These awards vested on January 3, 2022. Each director serving on January 3, 2022 received an award of 2,538 RSUs on such date for service as a director in 2022; these awards will vest on January 3, 2023 and are not reflected in the table above.

​

(4)

As of December 31, 2021, Mr. Aiken held 920 RSUs. As of the Record Date, Mr. Aiken directly owns a total of 920 shares of our common stock as disclosed in this Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.”

​

(5)

As of August 2, 2021, Ms. Ashe held 16,002 RSUs. Ms. Ashe resigned from the company’s board on August 2, 2021 as a result of the spin-off and her RSUs were transferred to GXO as per the terms of the spin-off transaction. The above table does not include €27,000 of fees paid to Ms. Ashe for her service as vice-chairman of the Supervisory Board of XPO Logistics Europe S.A., which was our subsidiary until the spin-off.

​

(6)

As of August 2, 2021, Ms. Colucci held 3,996 RSUs. Ms. Colucci resigned from the company’s board on August 2, 2021 as a result of the spin-off and her RSUs were transferred to GXO as per the terms of the spin-off transaction.

​

(7)

As of December 31, 2021, Ms. DeSalva held 11,970 RSUs. As of the Record Date, Ms. DeSalva directly owns a total of 2,881 shares of our common stock and 11,970 RSUs that are or will become vested within 60 days of the Record Date as disclosed in this Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.”

​

(8)

As of December 31, 2021, Mr. Jesselson held 12,630 RSUs. As of the Record Date, Mr. Jesselson directly and indirectly owns a total of 285,989 shares of our common stock and 9,980 RSUs that are or will become vested within 60 days of the Record Date as disclosed in this Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.”

​

(9)

As of December 31, 2021, Mr. Kingshott held 39,723 RSUs. As of the Record Date, Mr. Kingshott directly owns a total of 73,742 shares of our common stock and 39,723 RSUs that are or will become vested within 60 days of the Record Date as disclosed in this Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.”

​

(10)

As of December 31, 2021, Ms. Kissel held 920 RSUs. As of the Record Date, Ms. Kissel directly owns a total of 920 shares of our common stock as disclosed in this Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.”

​

(11)

As of December 31, 2021, Ms. Landry held 920 RSUs. As of the Record Date, Ms. Landry directly owns a total of 920 shares of our common stock as disclosed in this Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.” Ms. Landry was paid an additional $72,000 (included in the table above) for the special responsibility of overseeing, on behalf of the Board, the company’s investor relations and external communications functions for a six-month period starting on August 2, 2021 and ending on January 31, 2022.

​

(12)

As of August 2, 2021, Dr. Papastavrou held 23,295 RSUs. Dr. Papastavrou resigned from the company’s board on August 2, 2021 as a result of the spin-off and his RSUs were transferred to GXO as per the terms of the spin-off transaction.

​

(13)

As of August 2, 2021, Mr. Shaffer held 29,044 RSUs. Mr. Shaffer resigned from the company’s board on August 2, 2021 as a result of the spin-off and his RSUs were transferred to GXO as per the terms of the spin-off transaction.

​

(14)

As of December 31, 2021, Mr. Taylor held 920 RSUs. As of the Record Date, Mr. Taylor directly owns a total of 920 shares of our common stock as disclosed in this Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.”

​

 

The compensation of our directors is subject to approval by our Board, which is based, in part, on the recommendation of the Compensation Committee. Directors who are employees of our company do not receive additional compensation for service as members of either our Board of Directors or its committees.

For service during calendar year 2021, our non-employee directors received an annual cash retainer of $80,000, payable quarterly in arrears, and time-based RSUs (“Time-Based RSUs”) worth $190,000. The annual grant of such Time-Based RSUs was made on the first business day of 2021 (the “RSU Grant Date”) and the number of units was determined by dividing $190,000 by the average of the closing prices of the company’s common stock on the ten trading days immediately preceding the RSU Grant Date. The grant vested on the first business day of 2022. The vice chairman of the Board received an additional $25,000 annual cash retainer, payable quarterly in arrears. The lead independent director also received an additional $25,000 annual cash retainer, payable quarterly in arrears. The chairmen of our Audit Committee, our Compensation Committee, and our Nominating, Corporate Governance and Sustainability Committee each received an additional cash retainer of $25,000, $20,000 and $20,000, respectively, payable quarterly in arrears. Our Acquisition Committee was dissolved on July 30, 2021 and the chairman received a prorated portion of the annual fee of $15,000, paid quarterly in arrears.

No other fees are paid to our directors for their attendance at or participation in meetings of our Board or its committees. We reimburse our directors for expenses incurred in the performance of their duties, including reimbursement for air travel and hotel expenses.

In 2016, our Board adopted a stock ownership policy establishing guidelines and stock retention requirements that apply to our non-employee directors and executive officers. Non-employee directors are subject to a stock ownership guideline of six (6) times the annual cash retainer. To determine compliance with these guidelines, generally, common shares held directly or indirectly, vested restricted stock units subject to deferred delivery of stock, and unvested restricted stock units subject solely to time-based vesting, count towards meeting the stock ownership guidelines. Stock options and equity-based awards subject to performance-based vesting conditions are not counted toward meeting stock ownership guidelines until they have been exercised or the performance conditions are met, as applicable. Until the guidelines are met, 70% of shares received upon settlement of equity-based awards are required to be retained by the director. Under the policy, a newly-appointed director is required to reach the required ownership level no later than three years from the date of his or her appointment. Accordingly, Mr. Aiken, Ms. Kissel, Ms. Landry and Mr. Taylor need to acquire the necessary amount of equity by August 2, 2024. As of the Record Date, Ms. DeSalva, Mr. Jesselson and Mr. Kingshott were in compliance with the policy.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

From January 1, 2021 to August 2, 2021, the Compensation Committee was comprised of the following three directors: Dr. Papastavrou (chairman), Ms. Colucci and Mr. Jesselson. On August 2, 2021, Dr. Papastavrou and Ms. Colucci resigned from the company’s Board to join the GXO board. From August 2, 2021 to December 31, 2021, the Compensation Committee was comprised of the following three directors: Mr. Taylor (chairman), Ms. Kissel and Ms. Landry. None of the members of our Compensation Committee have been an officer or employee of our company. During 2021, there were no material reportable transactions between the company and the members of the Compensation Committee, other than described in the “Certain Relationships and Related Party Transactions” section on page 27, and none of our executive officers served on any compensation committee or board of directors of any entity that has one or more executive officers serving on our Compensation Committee or on our Board of Directors.

CORPORATE GOVERNANCE GUIDELINES AND CODE OF BUSINESS ETHICS

Our Board of Directors is committed to sound corporate governance principles and practices. Our Board adopted Corporate Governance Guidelines on January 16, 2012, and most recently adopted amendments to the Guidelines on February 7, 2019, to establish the position of vice chairman of the Board. The vice chairman provides support to the chairman, lead independent director and the Board on key governance matters and stockholder engagement.

The Guidelines serve as a framework within which our Board conducts its operations. Among other things, the Guidelines include criteria for determining the qualifications and independence of the members of our Board, requirements for the standing committees of our Board and responsibilities for members of our Board, including meeting attendance, and responsibility for conducting an annual evaluation of the effectiveness of our Board and its committees. The Nominating, Corporate Governance and Sustainability Committee is responsible for reviewing the Guidelines annually, or more frequently as appropriate, and recommending appropriate changes to our Board in light of applicable laws and regulations, the governance standards identified by leading governance authorities, and our company’s evolving needs.

We have a Code of Business Ethics (the “Code”) that applies to our directors and executive officers. This Code is designed to deter wrongdoing, promote the honest and ethical conduct of all employees and promote compliance with applicable governmental laws, rules and regulations, as well as provide clear channels for reporting concerns. The Code constitutes a “code of ethics” as defined in Item 406(b) of Regulation S-K. We intend to satisfy the disclosure requirements under applicable SEC rules relating to amendments to the Code or waivers of any provision of the Code as applicable to our principal executive officer, our principal financial officer and our principal accounting officer, by posting such disclosures on our website pursuant to SEC rules.

 

The Guidelines and our Code of Business Ethics are available on our website at www.xpo.com. In addition, you may obtain a printed copy of these documents, without charge, by sending a request to Corporate Secretary, XPO Logistics, Inc., Five American Lane, Greenwich, Connecticut 06831.

DIRECTOR INDEPENDENCE

Under the Guidelines, our Board of Directors is responsible for making independence determinations annually with the assistance of the Nominating, Corporate Governance and Sustainability Committee. Such independence determinations are made by reference to the independence standard under the Guidelines and the definition of “independent director” under Section 303A.02 of the NYSE Rules. Our Board has affirmatively determined that each person who served as a director during any part of 2021, except for Mr. Jacobs, our chairman of the Board and chief executive officer, satisfies the independence standards under the Guidelines and the NYSE Rules.

In addition to the independence standards provided in the Guidelines, our Board has determined that each director who serves on our Audit Committee satisfies standards for independence of Audit Committee members established by the SEC; that is, the director may not: (i) accept directly or indirectly any consulting, advisory or other compensatory fee from our company other than their director compensation, or (ii) be an affiliated person of our company or any of its subsidiaries. Our Board has also determined that each member of the Compensation Committee satisfies the NYSE standards for independence of Compensation Committee members. Additionally, our Board has determined that each member of the Nominating, Corporate Governance and Sustainability Committee satisfies the NYSE standards for independence. In making the independence determinations for each director, our Board and the Nominating, Corporate Governance and Sustainability Committee analyzed certain relationships of the directors including both those that were not required to be disclosed pursuant to Item 404(a) of Regulation S-K and those required to be disclosed pursuant to Item 404(a) of Regulation S-K as set forth below in the section titled Certain Relationships and Related Party Transactions. For Ms. Colucci, the relationships not required to be disclosed below include ordinary course commercial transactions between our company and the entity for which Ms. Colucci serves as an executive. For Ms. DeSalva, the relationships not required to be disclosed below include ordinary course commercial transactions between our company and the organization for which Ms. DeSalva serves as a member of the board of governors. For Ms. Landry, the relationships not required to be disclosed below include Ms. Landry’s special responsibility of overseeing, on behalf of the Board, the company’s investor relations and external communications functions (as described above in the 2021 Director Compensation Table).

DIRECTOR SELECTION PROCESS

The Nominating, Corporate Governance and Sustainability Committee is responsible for recommending to our Board of Directors all nominees for election to the Board, including nominees for re-election to the Board, in each case, after consultation with the chairman of the Board and in accordance with our company’s contractual obligations. Pursuant to the Investment Agreement, JPE has had and may in the future have the contractual right, based on its securities ownership as described above under “Directors,” to designate for nomination by our Board a certain percentage of the members of our Board. Subject to the foregoing, in considering new nominees for election to our Board, the Nominating, Corporate Governance and Sustainability Committee considers, among other things, breadth of experience, financial expertise, wisdom, integrity, an ability to make independent analytical inquiries, an understanding of our company’s business environment, knowledge and experience in areas such as technology and marketing, and other disciplines relevant to our company’s businesses, the nominee’s ownership interest in our company, and a willingness and ability to devote adequate time to Board duties, all in the context of the needs of the Board at that point in time and with the objective of ensuring diversity in the background, experience and viewpoints of Board members. When searching for new directors, our Board endeavors to actively seek out highly qualified women and individuals from historically underrepresented groups to include in the candidate pool. Our Board aims to create a team of diverse and highly skilled directors who provide our company with thoughtful board oversight. The Nominating, Corporate Governance and Sustainability Committee assesses the effectiveness of its diversity efforts through periodic evaluations of the Board’s composition.

Subject to the contractual rights granted to JPE pursuant to the Investment Agreement, the Nominating, Corporate Governance and Sustainability Committee may identify potential nominees for election to our Board from a variety of sources, including recommendations from current directors or management, recommendations from our stockholders or any other source the committee deems appropriate, including engaging a third-party consulting firm to assist in identifying independent director candidates.

Our Board will consider nominees submitted by our stockholders, subject to the same factors that are brought to bear when it considers nominees referred by other sources. Our stockholders can nominate candidates for election as directors by following the procedures set forth in our bylaws, which are summarized below. We did not receive any director nominees from our stockholders for the Annual Meeting.

Our bylaws require that a stockholder who wishes to nominate an individual for election as a director at our annual meeting must give us advance written notice. The notice must be delivered to or mailed and received by the secretary of our company not less than 90 days, and not more than 180 days, prior to the earlier of the date of the annual meeting and the first anniversary of the preceding year’s annual meeting. As more specifically provided in our bylaws, any nomination must include: (i) the nominator’s name and address and the number of shares of each class of our capital stock that the nominator owns, (ii) the name and address of any person with whom the nominator is acting in concert and the number of shares of each class of our capital stock that any such person

 

owns, (iii) the information with respect to each such proposed director nominee that would be required to be provided in a proxy statement prepared in accordance with applicable SEC rules, and (iv) the consent of the proposed candidate to serve as a member of our Board.

Any stockholder who wishes to nominate a potential director candidate must follow the specific requirements set forth in our bylaws, a copy of which may be obtained by sending a request to Corporate Secretary, XPO Logistics, Inc., Five American Lane, Greenwich, Connecticut 06831.

BOARD OVERSIGHT OF HUMAN RESOURCES MANAGEMENT

At XPO, every action we take is based on our values — we are safe, entrepreneurial, respectful, innovative and inclusive.

XPO management and our Board of Directors are committed to maintaining XPO’s rewarding work environment. Our success relies in large part on our strong governance structure and Code of Business Ethics, our good corporate citizenship and, importantly, engaged employees who embrace our values. Our management team and Board work together in a transparent manner, allowing for open communication, including with respect to human resources-related matters. Our directors have access to information about our human resources operations and plans, and our chief human resources officer is invited to attend and speak regularly at meetings of our Board. Additionally, all members of the Board continue to be invited to attend internal monthly operating review meetings with business unit leaders. These meetings include human capital management topics such as discussions about COVID-19, ESG initiatives and employee safety. The Compensation Committee met a combined nine times during 2021 and, in addition, acted five times via unanimous written consent. In addition to discussing executive compensation, the Committee discussions included ESG initiatives and other items related to human resources management.

As a customer-centric company with a strong service culture, we constantly work to maintain our position as an employer of choice. This requires an unwavering commitment to workplace inclusion and safety, as well as competitive total compensation that meets the needs of our employees and their families. Throughout 2021, we continued to make ongoing significant investments in the safety, well-being and satisfaction of our employees in the following areas, among others:

■

Diversity, Equity and Inclusion (DE&I): Led by our chief diversity officer, we offer inclusivity courses through our XPO University e-learning portal. We also engage in academic partnerships that advance diversity in higher education, including our collaboration with Historically Black Colleges and Universities (“HBCUs”) and the Hispanic Association of Colleges and Universities. We sponsor inclusion programs and employee resource groups that support employee heritage, women, veterans, the LGBTQ+ community, people with disabilities and other multicultural groups. Commitments added in 2021 include a partnership with Hiring our Heroes, a DE&I global employee portal and “Table Talk” conversations on DE&I topics with XPO leaders.

​

■

Health and Safety: Throughout the COVID-19 pandemic, we’ve continued to prioritize employee physical and mental health and have aimed to balance protecting employee health while creating a comfortable work environment. We remain diligent in upholding XPO’s COVID-19 safety protocols, including daily health attestations, 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 2021, our North American Transport business unit maintained an Occupational Safety and Health Administration (“OSHA”) total recordable incident rate (“TRIR”) that was 2.63 points lower than the BLS 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 ask our employees for feedback through engagement surveys, virtual roundtables and town halls, including an annual satisfaction survey among our “non-wired” U.S. frontline employee audience. We use these periodic engagements to gauge our progress, ask for constructive suggestions and create action plans to execute improvements. We emphasize professional development and the identification of top industry talent in all aspects of our talent development process. Our professional development initiatives include Grow at XPO, RISE and an XPO Graduate program.

​

■

Expansive Total Rewards: We offer a total compensation package that is both competitive and progressive to help attract and retain outstanding talent. In 2021, we provided concentrated and broad-based wage increases for more than 22,000 hourly workers throughout the year, and annual merit-based and promotional increases for our salaried employees. In addition, we hired nearly 15,000 employees globally at competitive rates as we continued to invest in the company’s growth, innovation and commitment to deliver relentlessly for our customers. We also offered health plan options, a comprehensive pregnancy care policy, family bonding policy, tuition reimbursement, company contributions to 401(k) retirement accounts and additional benefits, such as diabetes management, supplemental insurance and, for certain employees, short-term loans.

​

For additional details of our global progress in these key areas, see Human Capital Management included in Part I, Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2021.

BOARD OVERSIGHT OF SUSTAINABILITY MATTERS

We work to promote environmental, social and organizational sustainability through the decisions we make and our interactions with colleagues, customers, suppliers and other stakeholders. Sustainability features prominently in deliberations among our directors and informs their overall approach to risk oversight. In December 2020, the Board approved amendments to the charter of the

 

Nominating, Corporate Governance and Sustainability Committee to support the Board in its oversight of, and engagement with, management regarding the company’s purpose-driven sustainability strategies, performance and external disclosures, including material ESG matters, and related stakeholder engagement.

We believe that sustainability is essential to our company’s long-term viability. It fosters an equitable workplace for our employees, both now and in the future. In addition, ESG matters are important to many of our stakeholders who want to do business with partners that share their goals; for example, the transition to a low-carbon economy. Our annual sustainability report is available at sustainability.xpo.com.

BOARD OVERSIGHT OF INFORMATION TECHNOLOGY AND CYBERSECURITY RISK MANAGEMENT

Our Board maintains direct oversight over information technology and cybersecurity risk. The directors both receive and provide feedback on regular updates from management regarding information technology and cybersecurity governance processes, the status of projects to strengthen internal cybersecurity, and the results of security breach simulations. The Board also discusses relevant incidents in the industry and the evolving threat landscape.

Our company has a robust cybersecurity team managed by our chief information security officer. This team continuously reviews relevant legislative, regulatory and technical developments and enhances our information security capabilities in order to protect against potential threats. Our cybersecurity infrastructure successfully blocked approximately 350 million threats to our operations during 2021.

We are committed to continually improving our detection and recovery processes and have rolled out an IT security training program that all employees are required to complete at regular intervals. We also have obtained an information security risk insurance policy.

STOCKHOLDER COMMUNICATION WITH THE BOARD

Stockholders and other parties interested in communicating with our Board of Directors, any Board committee, any individual director, including our lead independent director, or any group of directors (such as our independent directors) should send written correspondence to Board of Directors c/o Corporate Secretary, XPO Logistics, Inc., Five American Lane, Greenwich, Connecticut 06831. Please note that we will not forward communications to the Board that qualify as spam, junk mail, mass mailings, resumes or other forms of job inquiries, surveys, business solicitations or advertisements.

STOCKHOLDER PROPOSALS FOR NEXT YEAR’S ANNUAL MEETING

Stockholder proposals intended to be presented at our 2023 Annual Meeting of Stockholders must be received by our Corporate Secretary no later than December 19, 2022, in order to be considered for inclusion in our proxy materials, pursuant to Rule 14a-8 under the Exchange Act.

As more specifically provided for in our bylaws, no business may be brought before an annual meeting of our stockholders unless it is specified in the notice of the annual meeting or is otherwise brought before the annual meeting by or at the direction of our Board of Directors or by a stockholder entitled to vote and who has delivered proper notice to us not less than 90 days, and not more than 180 days, prior to the earlier of the date of the annual meeting and the first anniversary of the preceding year’s annual meeting. For example, assuming that our 2023 Annual Meeting of Stockholders is held on or after May 18, 2023, any stockholder proposal to be considered at the 2023 Annual Meeting of Stockholders, including nominations of persons for election to our Board, must be properly submitted to us no earlier than November 19, 2022 and no later than February 17, 2023.

Additionally, to comply with the SEC’s universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 19, 2023.

Detailed information for submitting stockholder proposals or nominations of director candidates will be provided upon written request sent to Corporate Secretary, XPO Logistics, Inc., Five American Lane, Greenwich, Connecticut 06831.

 

CERTAIN RELATIONSHIPS AND

Under its written charter, the Audit Committee of our Board of Directors is responsible for reviewing and approving or ratifying any transaction between our company and a related person (as defined in Item 404 of Regulation S-K) that is required to be disclosed under the rules and regulations of the SEC. Our management is responsible for bringing any such transaction to the attention of the Audit Committee. In approving or rejecting any such transaction, the Audit Committee considers the relevant facts and circumstances, including the material terms of the transaction, risks, benefits, costs, availability of other comparable services or products and, if applicable, the impact on a director’s independence.

As disclosed in our 2021 Proxy Statement, in December 2020 and January 2021, the company entered into separate exchange agreements with certain holders of our preferred stock and warrants, including Jacobs Private Equity, LLC (“JPE”), of which Mr. Brad Jacobs is the Managing Member, and Mr. Troy Cooper, who served as the company’s president until December 27, 2021 (the “Exchanging Parties”). Pursuant to the exchange agreements, the Exchanging Parties (i) exchanged their preferred stock for a combination of (x) our common stock, based on the number of shares of common stock into which our preferred stock was then convertible; and (y) a lump-sum cash payment that represented an approximation of the net present value of the future dividends required by the terms of our preferred stock to be paid by us; and/or (ii) exchanged their warrants for the number of shares of our common stock that was equal to the number of shares of common stock that such holder would be entitled to receive upon an exercise of the warrants less the number of shares of our common stock that had an approximate value equal to the exercise price of the warrants, based on the formula set forth in the exchange agreements. Most of the exchanges were completed in 2020; Mr. Cooper’s warrant exchange was completed in January 2021 and he received 9,420 unregistered shares of our common stock. JPE’s warrant exchange was completed in February 2021 and we issued 9,071,162 unregistered shares of our common stock to JPE. The exchange transactions were made to simplify our equity capital structure, including in contemplation of our previously announced plan to pursue the spin-off.

During the year ended December 31, 2021, General Dynamics Corporation paid the company approximately $4.9 million for ordinary course commercial transactions, which amount is less than the greater of $1 million or 2% of General Dynamics Corporation’s consolidated gross revenues for each of the last three fiscal years. Mr. Aiken, a director of the company, serves as senior vice president and chief financial officer of General Dynamics Corporation.

During the year ended December 31, 2021, Jesselson Capital Corporation paid the company approximately $124,000, which amount is less than the greater of $1 million or 2% of Jesselson Capital Corporation’s consolidated gross revenues for each of the last three fiscal years. Mr. Jesselson, a director of the company, serves as the president and chief executive officer of Jesselson Capital Corporation.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information concerning the beneficial ownership of our voting securities as of the Record Date by: (i) each person who is known by us, based solely on a review of public filings, to be the beneficial owner of more than 5% of any class of our outstanding voting securities, (ii) each director, (iii) each NEO, and (iv) all executive officers and directors as a group. None of the foregoing persons beneficially owned any shares of equity securities of our subsidiaries as of the Record Date.

Under applicable SEC rules, a person is deemed to be the “beneficial owner” of a voting security if such person has (or shares) either investment power or voting power over such security or has (or shares) the right to acquire such security within 60 days by any of a number of means, including upon the exercise of options or warrants or the conversion of convertible securities. A beneficial owner’s percentage ownership is determined by assuming that options, warrants and convertible securities that are held solely by the beneficial owner, and which are exercisable or convertible within 60 days, have been exercised or converted. Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all voting securities shown as being owned by them. Unless otherwise indicated, the address of each beneficial owner in the table below is care of XPO Logistics, Inc., Five American Lane, Greenwich, Connecticut 06831.

​

*

Less than 1%

​

+

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) 115,020,310 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)

Mr. Jacobs has indirect beneficial ownership of the shares of our common stock beneficially owned by JPE as a result of being its managing member. In addition, Mr. Jacobs directly owns 387,416 shares of our common stock following the vesting of equity incentive awards and exercise of stock options. See footnote(10) below.

​

(3)

Based on Amendment No. 9 to the Schedule 13G filed on February 14, 2022 by Orbis Investment Management Limited (“OIML”), Orbis Investment Management (U.S.), L.P. (“OIMUS”) and Allan Gray Australia Pty Ltd (“AGAPL”), which reported that, as of December 31, 2021, OIML beneficially owned 10,952,444 shares of our common stock, OIMUS beneficially owned 148,734 shares of our common stock, and AGAPL beneficially owned 2,895 shares of our common stock. These entities have sole voting and sole dispositive power over such shares of our common stock. The address of the principal business office of OIML is Orbis House, 25 Front Street, Hamilton, Bermuda HM11. The address of the principal business office of OIMUS is 600 Montgomery Street, Suite 3800, San Francisco, CA 94111, USA. The address of the principal business office of AGAPL is Level 2, Challis House, 4 Martin Place, Sydney NSW2000, Australia.

​

 

(4)

Based on Amendment No. 3 to the Schedule 13G filed on February 3, 2022 by BlackRock, Inc., which reported that, as of December 31, 2021, BlackRock, Inc. beneficially owned 9,143,216 shares of our common stock, with sole voting power over 8,609,357 shares of our common stock and sole dispositive power over 9,143,216 shares of our common stock. The address of the principal business office of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

​

(5)

Based on Amendment No. 7 to the Schedule 13G filed on February 10, 2022 by The Vanguard Group, which reported that, as of December 31, 2021, The Vanguard Group beneficially owned 9,032,676 shares of our common stock with shared voting power over 73,635 shares of our common stock, sole dispositive power over 8,819,286 shares of our common stock and shared dispositive power over 213,390 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 March 21, 2022 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 March 9, 2022, the Reporting Persons collectively owned 6,075,369 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.

​

(7)

Consists of 2,881 directly held shares of our common stock and 11,970 RSUs that are or will become vested within 60 days of the Record Date.

​

(8)

Consists of  (i) 28,931 directly held shares of our common stock, (ii) 5,000 shares of our common stock held in an individual retirement account of Mr. Jesselson, (iii) 6,000 shares of our common stock owned by Mr. Jesselson’s spouse, (iv) 201,001 shares of our common stock beneficially owned by the Michael G. Jesselson 4/8/71 Trust and the Michael G. Jesselson 12/18/80 Trust, of which trusts Mr. Jesselson is the beneficiary, (v) 8,000 shares of our common stock beneficially owned by the JJJ Irrevocable Trust, of which Mr. Jesselson is a trustee, (vi) 8,000 shares of our common stock beneficially owned by the RAJ Irrevocable Trust, of which Mr. Jesselson is a trustee, (vii) 8,000 shares of our common stock beneficially owned by the SJJ Irrevocable Trust, of which Mr. Jesselson is a trustee, (viii) 21,057 shares of our common stock beneficially owned by Michael G. Jesselson and Linda Jesselson, Trustees UID 6/30/93 FBO Maya Ariel Ruth Jesselson, and (ix) 9,980 RSUs that are or will become vested within 60 days of the Record Date.

​

(9)

Consists of 73,742 directly held shares of our common stock and 39,723 RSUs that are or will become vested within 60 days of the Record Date.

​

(10)

Mr. Jacobs has indirect beneficial ownership of the shares of our common stock owned by JPE as a result of being its managing member. As of the Record Date, JPE owned 11,915,701 shares of our common stock. As of the date of this Proxy Statement, JPE owns 6,468,201 shares of our common stock. In addition, Mr. Jacobs directly owns 387,416 shares of our common stock following the vesting of equity incentive awards and exercise of stock options. See footnote (2) above.

​

(11)

Mr. Tulsyan became chief financial officer of the company on September 2, 2021.

​

(12)

Mr. Cooper stepped down from his position as president of the company on December 27, 2021. His beneficial ownership information is based on the company’s records as of the Record Date.

​

(13)

Mr. Wyshner stepped down from his position as chief financial officer of the company on September 2, 2021. His beneficial ownership information is based on the company’s records as of the Record Date.

​

(14)

Includes 61,673 RSUs that are or will become vested within 60 days of the Record Date.

​

 

LETTER FROM THE COMPENSATION COMMITTEE

Dear Fellow Stockholders,

As first-time members of the Compensation Committee of the XPO Board of Directors (the “Committee”), it is our pleasure to introduce ourselves and express our commitment to ensuring XPO is focused on continuously enhancing its executive compensation and other human capital management practices. We know these matters are critically important to our shareholders, and we look forward to continued dialogue with you on these initiatives.

In conjunction with the spin-off of GXO Logistics in August 2021, XPO appointed four new directors with diverse backgrounds to its Board, including each of us on the Committee, and other prior XPO directors moved to GXO.

The members of the reformulated Committee providing this report are:

■

Johnny C. Taylor, Jr. (chairman), chief executive officer of the Society of Human Resources Management (SHRM), and former president and chief executive officer of the Thurgood Marshall College Fund, among others.

​

■

Mary Kissel, executive vice president and senior policy advisor with Stephens Inc., former senior advisor to the US Secretary of State, and formerly with The Wall Street Journal as a member of the editorial board and editorial page editor for Asia-Pacific.

​

■

Allison Landry, former senior transportation research analyst with Credit Suisse, covering the trucking, railroad, airfreight and logistics industries.

​

Our Committee is committed to building upon the company’s history of exceptional long-term value creation by setting ambitious targets for its executives and aligning their awards with achieving these goals. We want to sustain and enhance this strong pay-for-performance alignment. Additionally, we’ve spent considerable time discussing the company’s human resources management efforts, including workplace inclusion and safety, professional growth opportunities and competitive total compensation that benefits our employees and their families.

Responsiveness to 2021 Say-on-Pay Vote

We believe dialogue with stockholders is critical, in order to hear their perspectives and share our views on executive compensation philosophy and design. During the 2021 proxy season and in the weeks following the annual meeting, independent directors and senior members of management reached out to stockholders representing approximately 50% of XPO’s common stock and ultimately engaged with stockholders representing 47% of XPO’s common stock.

Both the pre- and post-spin-off Committees reviewed the feedback from stockholders with management to fully understand their viewpoints and examined executive pay structures in the context of the company’s changing business profile, following the planned (and subsequently executed) spin-off of GXO.

Many of those discussions focused on the form and vesting schedule of the cash long-term incentive awards granted to Mr. Jacobs, Mr. Harik and Mr. Cooper in 2020 (the “2020 LTI Awards”), the company’s expectations for addressing the outstanding equity awards upon the spin-off of GXO, the structure of the short-term incentive (“STI”) framework and the enhanced disclosures included in our 2021 proxy statement. This engagement includes management discussions with stockholders in the weeks following the annual meeting, including in depth discussions on ESG-related and executive compensation topics.

In light of this careful review and the feedback from our stockholders, the Committee, collectively, took the following actions:

■

Instituted a formulaic STI structure: In response to stockholder feedback expressing a preference for a formulaic annual incentive construct, the STI structure for all executive officers has been modified to be entirely formulaic, based on achievement of the company’s annual adjusted EBITDA target.

​

■

Replaced cash LTI Awards with performance-based equity awards: In response to stockholder feedback expressing a preference for equity-based incentives and to address 2022 strategic priorities, the Committee elected, in 2022, to cancel certain 2020 LTI Award tranches. These were replaced with performance-based stock units (“PSUs”) with target grant date values aligned to the same target values of the cancelled portions of the 2020 LTI Award. The PSUs preserve a sliding scale for payout, include a gating performance goal and are tied to rigorous financial goals reflecting the expected positive impact of the continuous improvement initiatives of the company’s less-than-truckload business, for which Mr. Harik serves as acting president, in addition to his role as chief information officer:

​

■

For Mr. Jacobs — Cancellation of 50% of the target value of the 2022 tranche of the 2020 LTI Award, originally denominated in cash and representing a $5 million target value, and

​

■

For Mr. Harik — Cancellation of 100% of the target value of the 2022 tranche of the 2020 LTI Award originally denominated in cash and representing a $2.25 million target value, and

​

 

■

The PSUs preserve the same payout opportunity as the cash-based 2020 LTI Award they replace: 0% payout below target and 200% at maximum level of achievement.

​

■

Recalibrated all outstanding long-term awards with post-spin-off targets, including changes to strengthen the rigor of absolute financial targets in the 2020 LTI Award: In response to stockholder requests for greater rigor of performance targets in the 2020 LTI Award, upon the spin-off of GXO, the Committee recalibrated all outstanding long-term awards, including the 2018 and 2019 PSUs and 2020 LTI Award with post-spin-off targets. For the 2020 LTI Award adjustment, the Committee took the opportunity to use the revised 2021 budget for the post-spin-off transportation company to create a new baseline, which projected upward targets for 2021 and, in turn, a higher basis for forecasted growth for the performance periods of 2022 and 2023. The adjustments thereby increased the rigor of the absolute targets underlying this award and created a higher standard of performance for the NEOs to achieve, while also appropriately reflecting XPO’s post-GXO spin-off business profile. For the 2018 and 2019 PSUs, the adjustment methodology was based on the requirement of the 2016 Omnibus Incentive Compensation Plan (the “Omnibus Plan”) to make equitable adjustments.

​

■

Designed CFO LTI Award as an equity-based incentive: In response to stockholder preference for equity incentives, upon the appointment of Mr. Tulsyan as our chief financial officer, his reward package did not include a cash denomination and instead was comprised entirely of equity, including performance-based stock units which replicated the performance conditions of the 2020 LTI Awards granted to the other named executive officers. Mr. Tulsyan also received an award of time-based restricted stock units.

​

■

Made no additional LTI awards to CEO: No incremental grants of long-term incentive compensation were issued to Mr. Jacobs, our chief executive officer.

​

In 2022, the Committee will continue to place importance on stockholder feedback in forming our executive compensation decisions. We are mindful of the company’s strategic plan for the spin-off of our tech-enabled brokered services platform and two divestitures this year. We remain committed to the long-standing core principles of the Committee’s approach to executive compensation, which are firmly rooted in pay-for-performance alignment, and which have effectively propelled XPO to have the seventh best-performing stock in the last decade on the Fortune 500, and we look forward to discussing our efforts to maintain XPO’s rewarding work environment for all employees.

Sincerely,

Johnny C. Taylor, Jr. (Committee chairman)
Mary Kissel
Allison Landry

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes XPO’s executive compensation program for 2021. The Committee oversees our executive compensation program and practices. In this section, we explain the Committee’s 2021 compensation decisions for the following named executive officers (“NEOs”).

2021 COMPANY PERFORMANCE HIGHLIGHTS

Overview

In 2021, our NEOs successfully capitalized on strong end-market tailwinds to drive performance, create significant stockholder value through the spin-off of our logistics segment, GXO, and continue to enhance our organizational culture.

On balance, the operating environment was favorable for our company. The economic recovery drove increasing demand for our services, led by the continued strength of e-commerce and a nascent industrial rebound in North America. Supply chain disruptions, a tight labor market and the onset of inflation spurred more shippers to use third-party transportation outsourcing.

In August 2021, our NEOs transformed XPO into a pure-play freight transportation leader by successfully spinning off GXO as a separate public company. The spin-off created billions of dollars of stockholder value, simplified our business model and focused our resources on driving XPO’s transportation revenue and margin higher, including in those parts of the business where our performance is already industry-best.

 

Having led XPO through the transition, our NEOs delivered record results in the fourth quarter of 2021 — our first full period as a pure-play transportation company. We reported significantly improved net income from continuing operations attributable to common shareholders, as well as the highest revenue and highest adjusted diluted EPS of any quarter in our company’s history, as well as adjusted EBITDA that was a fourth quarter record.

For the full year 2021, under the skilled leadership of our NEOs, we achieved higher-than-expected revenue, profitability and cash generation, based on the operations of the remaining business:

■

Record $12.8 billion of revenue, including year-over-year revenue growth of 26% overall, 31% in our Brokerage and Other Services segment and 16% in our North American LTL segment;

​

■

$323 million of net income from continuing operations attributable to common shareholders;

​

■

$616 million of operating income;

​

■

$2.82 of diluted earnings per share from continuing operations;

​

■

$1.24 billion of adjusted EBITDA,* 46% growth year-over-year from $847 million in 2020;

​

■

$656 million of cash flow provided by operating activities from continuing operations, a 69% increase year-over-year from $388 million;

​

■

$475 million of free cash flow,* 77% growth year-over-year from $268 million in 2020; and

​

■

Ongoing net debt deleveraging as a key step in achieving an investment-grade credit rating.

​

In addition to strong financial results, our NEOs continued to take strong steps to deliver sustainable stockholder value through fostering a culture based on employee well-being, technological innovation and customer service. In 2021, our NEOs prioritized employee safety in the pandemic, introduced new diversity initiatives, widened our technology advantage and further engaged our organization in helping our company and customers meet ESG goals.

Strategic Execution and Tactical Agility

Our NEOs’ integral role in the ongoing execution of our company’s strategy is exemplified by the significant year-over-year increases in the four metrics shown below, and by the tactical success of key initiatives in our core businesses:

■

North American LTL. In 2021, our NEOs implemented company-specific initiatives to optimize our LTL operations, with an emphasis on our proprietary technology. In October 2021, our NEOs initiated a five-point tactical plan to drive efficiency and growth, primarily by investing in more network capacity and deploying additional technology tools. This plan is delivering significant benefits that extend beyond 2021.

​

■

Truck Brokerage. Our truck brokerage business realized strong volume growth and margins in 2021, due in large part to the rapid adoption of our proprietary XPO Connect® digital brokerage platform. The management, talent and capital resources allocated by our NEOs expanded the automation capabilities of XPO Connect® and enhanced the customer and carrier experiences. This propelled usage of the platform to record levels and strengthened our first-mover advantage in brokerage technology.

​

Due to the leadership of our NEOs in these and other areas of the business in 2021, we believe XPO is in a strong position to capitalize on the world-class organization we built over the last decade and unlock significantly more value going forward.

*

See Annex A for reconciliations of non-GAAP measures

​

 

The below metrics summarize the significant year-over-year gains generated in our key financial indicators, based on the continuing operations of the business post-GXO spin-off.

($ in millions, except per share data)

*

See Annex A for reconciliations of non-GAAP measures; adjusted net income from continuing operations attributable to common shareholders and adjusted diluted EPS from continuing operations

​

Absolute and Combined Total Stockholder Return

The primary focus of our company’s leadership team is to unlock superior value for our stockholders and other stakeholders through the effective execution of both our strategy and the optimal business model, and use of resources including our capital structure. This focus has resulted in the long-term outperformance of our total stockholder return (TSR) relative to the comparative indices and peer group illustrated below.

The spin-off of our logistics segment as GXO on August 2, 2021 resulted in a 1:1 distribution of 100% of shares to XPO stockholders, creating substantial value:

■

If the value of a GXO share distributed in the spin-off ($63.07 as determined by the closing share price of GXO stock on the distribution date) is treated as a dividend reinvested in XPO on August 2, 2021, XPO’s resulting absolute TSR for 2021 is 14%.

​

■

If a GXO share distributed in the spin-off is assumed retained by the stockholder through December 31, 2021, the resulting combined TSR of XPO and GXO shares is 41% for 2021, surpassing the performance of the comparative indices and the core peer group.

​

 

Notes:

Our core peer group is described in more detail under the heading “Key Factors Considered in Determining Executive Compensation.”

TSR calculations reflect the trading price of XPO common stock and that of the relevant indices/companies as of the last trading day of calendar years 2021, 2020, 2019, 2018, 2017, and 2016, as supplied by Research Data Group. The graph above is not the stock performance graph required by Item 201(e) of Regulation S-K; the required graph can be found in Part II, Item 5 of our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on February 16, 2022.

The combined TSR of XPO and GXO of 41% reflects the aggregate increase of the trading prices of XPO common stock and GXO common stock as of the last trading day of calendar year 2021, as measured against the trading price of XPO common stock on an unadjusted basis as of the last trading day of calendar year 2020. Three-year and five-year TSR calculations reflect XPO only.

OUR COMPENSATION PHILOSOPHY AND EXECUTIVE COMPENSATION PROGRAM OBJECTIVES

XPO’s executive compensation philosophy is founded on the following core objectives:

■

Attract high-impact, results-oriented executives in a competitive job market who will contribute to XPO’s strategic goals, including maximizing stockholder value.

​

■

Ensure that each executive receives total compensation that encourages his or her long-term retention through business and individual performance assessments.

​

■

Maintain executive focus on the company’s top priorities of profitable growth, innovation, operational excellence and customer satisfaction, as well as increased focus on ESG matters, including employee safety and engagement.

​

■

Set ambitious targets that incentivize our executives to responsibly drive long-term stockholder value creation.

​

■

Align the interests of our executives with those of our stockholders by emphasizing high growth and high returns in our long-term, performance-based incentives.

​

■

Incorporate stockholder feedback into the Committee’s decision-making process.

​

Our Commitment to Stockholder Value Creation and Alignment with Pay-for-Performance

The Committee regularly analyzes pay-for-performance alignment to ensure that our compensation plan is achieving its intended outcomes.

In recent years, the Committee reviewed the pay-for-performance alignment of our compensation program on a realizable basis, using a four-year period to correspond with XPO’s performance periods for prior awards. A realizable pay analysis allows the Committee to assess whether the value of the compensation received by our CEO is rightsized relative to stockholder return on investment in the company over time. The analysis affirms performance alignment of our executive compensation program.

As shown below, the most recent analysis demonstrated that our CEO’s relative pay and performance are fully aligned, demonstrating strong performance relative to peers over the past four years. From 2017 to 2020 (2021 data was not yet publicly available for peer analysis), XPO’s realizable CEO pay and TSR performance were both at the 100th percentile versus core peers. The Committee takes a strategic approach to long-term incentive design and does not make grants on a typical annual cycle. Award grants are heavily performance-based and tied closely to the company’s progress on long-term results. Our method of award design also allows for continuous incorporation of stockholder feedback into the design of subsequent awards. This approach to granting awards has successfully aligned pay outcomes with performance and sustainable value creation.

 

Note:

Realizable pay reflects the impact of performance on target pay and is calculated as the sum of  (i) salary paid; (ii) STI paid; (iii) the value of equity compensation that vested, calculated using the closing stock price on 12/31/2020; (iv) the value of cash-settled performance awards, including the 2020 LTI Award, at the settlement value; and (v) the annualized realizable target value of outstanding equity awards using the closing stock price on 12/31/2020.

STOCKHOLDER OUTREACH AND ENGAGEMENT

We believe that stockholder engagement is key to strong corporate governance and best practices in executive compensation. In our 2021 spring engagement, we engaged with stockholders representing approximately 47% of our common stock. This includes meetings led by our investor relations team and chief strategy officer following our quarterly earnings calls, participation at investor conferences and other communication channels in which we engage extensively on all topics, including in depth discussions on ESG, compensation and proxy ballot-focused meetings in the spring both prior to and after our annual meeting.

In spring of 2021 and in the weeks following the annual meeting, members of the Board and senior management, including our chief human resources officer, chief strategy officer and senior vice president of legal, reached out to stockholders representing approximately 50% of our common stock to discuss matters on our ballot prior to the 2021 Annual Meeting. We ultimately engaged across a range of engagement topics, including, but not limited to, executive compensation, sustainability, board composition, business strategy, the spin-off of GXO and general corporate governance practices. The pre-spin-off Board and Committee discussed the feedback from these sessions to determine how to implement responsive changes to the compensation program. Those steps included changing to a formulaic STI program structure and recalibrating all outstanding long-term incentive awards to be more rigorous and reflective of new baseline budget expectations for 2021 in the remaining business.

In the second half of 2021, our Board and management team were focused on optimizing XPO’s portfolio by executing the GXO spin-off, and subsequently announcing another spin-off and business sale in early 2022. In conjunction with the spin-off completed in August, we took the opportunity to reformulate the Committee with entirely new members, each of whom bring diverse backgrounds and experiences to their roles. As our Committee took on their new roles, they continued to focus on ways to enhance our executive compensation program. The Committee elected to make several changes, including the decision in March 2022 to replace half of the CEO’s 2022 tranche of the 2020 LTI Award, originally denominated in cash, with performance-based stock units tied to rigorous goals in order to incentivize the expected positive impact of the continuous improvement initiatives of the company’s LTL business, while also responding to stockholders’ preferences for equity-based incentives. In 2022, the Committee will continue to place importance on stockholder feedback in forming its executive compensation decisions. We are mindful of the company’s

 

strategic plan for the spin-off of its tech-enabled brokered services platform and two divestitures this year, and we remain committed to the long-standing core principles of the Committee’s approach to executive compensation. We intend to maintain ongoing engagement to inform our practices throughout this exciting transition.

The following chart demonstrates the ways in which the pre-spin-off and post-spin-off Committees collectively sought to address stockholder feedback in our executive compensation program.

 

COMPENSATION GOVERNANCE HIGHLIGHTS

The company has adopted a compensation governance framework that includes the components described below, each of which the Committee believes reinforces the company’s executive compensation philosophy.

THE COMPENSATION COMMITTEE’S DECISION-MAKING PROCESS

Strong Governance and Robust Dialogue with Management

Following the spin-off of GXO in August 2021, the compositions of XPO’s Board and the Committee were reformulated, with the resulting Committee comprised of entirely new members. The Committee met a combined nine times during 2021 and, in addition, acted five times via unanimous written consent. The Committee discussed executive compensation and other routine items pursuant to its charter, in addition to addressing special situational topics, such as the spin-off, at times in special sessions. Additionally, all members of the Board continued to be invited to attend internal monthly operating review meetings with business unit leaders. These meetings included in-depth reviews of the company’s financial results, as well as discussions about COVID-19, operational execution, ESG initiatives, sales, customer service, technology initiatives, process innovations, human capital

 

management, safety, the market landscape and business growth trajectories. The meetings also included reviews of key performance indicators that track the company’s achievement of financial and non-financial objectives for each business line. Multiple Committee members attended these sessions throughout the year in order to remain well-informed about the company’s financial and operational performance.

Key Factors Considered in Determining Executive Compensation

The Committee balances the company’s progress against objectives with insights from several other sources to form a multi-dimensional view of executive compensation. Influential factors include:

■

Direct feedback from our stockholders;

​

■

Performance against target expectations on annual adjusted EBITDA (the basis for the STI formula), absolute and relative annual total stockholder return for single year and multi-year periods, revenue, organic revenue growth, free cash flow and EPS;

​

■

Market intelligence on executive pay levels and trending practices, relative to both our compensation peer group and other companies inside and outside the industry with a revenue size and/or business profile similar to XPO’s;

​

■

A review of each executive’s current XPO stock holdings — both vested and unvested — as a representation of the realized and realizable pay accumulation for each executive;

​

■

Individual performance and contributions within each executive’s respective role;

​

■

The bonus pool funding and payout ratio against target for all other companywide bonus-eligible employees; and

​

■

The company’s pay-for-performance alignment over the most recent several years.

​

Summary of Key Executive Compensation Decisions in 2021

In response to stockholder feedback received during the lead up to the 2021 annual meeting, the Committee (inclusive of both the members before and after the spin-off of GXO), made numerous responsive changes to the company’s executive compensation program.

■

In response to certain stockholders’ preference for a formulaic approach to STI, the Committee approved a fixed calculation of NEO annual STI beginning in 2021, with 100% of each executive officer’s STI opportunity tied to achievement of the company’s annual adjusted EBITDA target. The payout scale continues to range from 0% for achievement below 90% of the target adjusted EBITDA to 50% payout at 90% of target, and a maximum payout of 200% for achievement of 120% or more of the target.

​

■

Once the formula is applied, the Committee can consider various other factors to determine if the formula appropriately reflects company performance for the year, including: (i) other financial and market-related indicators, such as revenue, free cash flow and annual total stockholder return, and (ii) qualitative assessment of progress on strategic initiatives at an individual and company level, with final payout capped at 200%. This approach provides for both quantitative and qualitative elements to be considered in the decision-making process. The Committee believes that its comprehensive approach to evaluating individual and company performance results in greater alignment with stockholder interests.

​

■

For 2021, the Committee applied no other considerations upon evaluating the results of the STI formula, resulting in payouts of 156.25% of target for each of Mr. Jacobs, Mr. Harik and Mr. Tulsyan based on the level of attainment of the adjusted EBITDA target.

​

■

No incremental long-term incentive grants were awarded to Mr. Jacobs and Mr. Harik during 2021. In connection with the spin-off of GXO, the Committee recalibrated the absolute adjusted cash flow per share targets for the 2020 LTI Awards granted to Mr. Jacobs and Mr. Harik in 2020, ensuring that the awards not only reflect targets associated with the remaining business profile of the company, but also represent higher performance hurdles that more accurately represent the updated view of the company’s long-term performance. Specifically, the adjustments reflected the new baseline of the 2021 budget which was inclusive of upwardly revised targets for the remaining business and results in higher forecasted growth for the performance periods of 2022 and 2023.

​

■

The ESG scorecard applicable to the 2020 LTI Awards was also amended to eliminate or appropriately restate targets that related to the logistics business. All resulting targets, both for the absolute adjusted cash flow per share metric and the ESG scorecard, appropriately reflect the financial and strategic position of XPO as a pure-play transportation company, on a post-spin-off basis.

​

■

The Committee adjusted the performance goals applicable to the performance-based stock unit awards granted to Mr. Jacobs and Mr. Harik in August 2018 (the “2018 PSU Awards”) and June 2019 (the “2019 PSU Awards”) using an adjustment methodology that was in line with the requirement of the Omnibus Plan to make equitable adjustments. The adjustments adhered to a formulated methodology and reflect XPO’s post-spin-off business profile. The adjustments to the PSU award grants did not result in any change to the fair value of the award.

​

Additionally, the Committee certified the performance outcomes for the previously granted 2020 LTI Awards for Mr. Jacobs and Mr. Harik and made determinations on award grants for the NEOs, as follows:

■

With respect to Mr. Jacobs and Mr. Harik, the second annual performance period for the 2020 LTI Awards was completed on December 31, 2021 with a payout of 175% of target based on actual performance results. The 2021 payout percentages resulted

​

 

from the three weighted performance goals as follows: absolute adjusted cash flow per share (200% earned at 50% weighting); relative growth in adjusted cash flow per share (200% earned at 25% weighting); and ESG scorecard metrics (100% earned at 25% weighting). The Committee certified performance achievements in March 2022.

■

Ravi Tulsyan received, in connection with his appointment as our chief financial officer, a $1.75 million long-term incentive grant, with $1 million in performance-based restricted stock units and $750,000 awarded in time-based restricted stock units, with the same performance goals that apply to the 2020 LTI Awards (the “2021 PSU Award”). These topics are described further in the section below, titled “Long Term Incentives.”

​

■

In response to previous stockholder feedback expressing a preference for equity-based awards, in the first quarter of 2022, the Committee elected to cancel 50% of the target value of Mr. Jacobs’ 2022 tranche of the 2020 LTI Award (a value of $5 million, relating to the third annual performance period under the award) and replaced the cancelled cash value with LTL Performance Stock Units consisting of a gating performance goal tied to completion of the intended separation of XPO’s tech-enabled brokered transportation services from its LTL business in North America no later than December 31, 2022, and achievement of rigorous and formulaic performance goals supporting the continuous improvement of the company’s LTL business in 2022. This is described in further detail in “Forward-Looking Perspective: Long-Term Incentive Revisions Following Announcements of LTL Improvement Efforts and Planned Transactions.”

​

■

For Mr. Harik, 100% of the cash value of the 2022 tranche of his 2020 LTI Award, representing a value of $2.25 million, was cancelled and replaced with LTL Performance Stock Units, and Mr. Harik also received an incremental grant of LTL Performance Stock Units, given his pivotal role in leading the LTL business.

​

Benchmarking Executive Compensation Levels

In order to attract and retain high-performing talent, the Committee references prevailing pay rates when establishing target compensation opportunities for our NEOs. To do this, the Committee uses a variety of sources for both the broader market and for a core peer group of companies.

The Committee, with input from management and its independent advisor, established the core peer group used in referencing executive compensation levels to ensure that the peer companies reflect characteristics comparable to XPO.

Following the spin-off of GXO, the Committee, with input from its independent advisor, conducted a review of the existing core peer group to assess peer alignment. The review included an examination of peers selected by size, performance, organization, geography and financial structure. Potential peers were further evaluated by comparing executive compensation levels against the existing core peer group. The review found limited compensation variability between the potential peers and the existing core peer group. Additionally, XPO’s 2021 year-end revenue continued to more closely reflect the performance of the existing core peer group; therefore, it was determined that no changes to the existing core peer group are needed at this time.

The companies that continue to comprise the core peer group for 2021 represent most of our key US-based, publicly traded competitors in the freight transportation industry, as listed below.

(1) Yellow Corp. (YELL) was formerly YRC Worldwide (YRCW)

Additionally, the Committee reviews general industry market data for companies within a similar revenue range, as a secondary reference. Given the significant number of senior executives hired from outside the transportation and logistics industry, general industry market data contributes to a comprehensive view of the market landscape.

 

Pay Elements

Our executive compensation program consists of three primary elements: base salary, annual STI awards and long-term incentive awards. These elements are described in more detail below.

EXECUTIVE COMPENSATION OUTCOMES FOR 2021

Annual Base Salary

Annual base salary provides a fixed incentive that corresponds to an executive’s experience and job scope. The Committee reviews base salaries each year, and may make periodic adjustments in response to changes in job scope, prevailing market levels or other factors. Mr. Tulsyan received a salary increase in conjunction with his promotion to chief financial officer in September 2021. Base salaries for all other NEOs, including Mr. Jacobs as chief executive officer, were not increased and have remained flat since the last salary increase in 2019.

Annual Short-term Incentive

Our STI program is designed to reward annual performance and individual contributions that support XPO’s strategy and align with results against expectations set for the year. Each NEO is eligible for a STI if annual adjusted EBITDA is at least 90% of the full-year forecast. The maximum annual STI payout opportunity is capped at 200% of target.

Target STI amounts were not increased in 2021 for Mr. Jacobs and Mr. Harik, consistent with the decision to not increase NEO salaries. Mr. Tulsyan’s target STI amount was established in conjunction with his promotion to chief financial officer in September 2021.

For the 2021 performance year, the company’s adjusted EBITDA* was $1.24 billion, meaningfully surpassing the post-spin-off annual target as well as initial post-spin-off pro forma guidance of $1.195 billion to $1.235 billion provided in July 2021, and ultimately resulting in aggregate STI funding of 156.25% of target for the NEOs, consistent with all corporate bonus-eligible employees.

 

In determining individual annual incentive award amounts, the Committee considered a holistic review of the company’s financial results based on the applicable STI formula, as well as other operational and strategic results, together with individual performance. After review, the Committee approved the formulaic STI outcome, and each of the NEOs was awarded STI payouts equal to 156.25% of target. In recognition of their significant contributions to the successful spin-off of GXO, Mr. Tulsyan and Mr. Harik were each awarded additional supplemental STI of $100,000.

The table below reflects the 2021 annual target STI opportunities and final outcomes for 2021.