Not independent
Tenure on this board
3.6 yrs
Also a director at
Qxo Inc (QXO)
7 nominees · 3 ballot items.
Elect seven directors; ratify KPMG LLP as independent auditor for fiscal 2026; and an advisory (non-binding) vote to approve the executive compensation disclosed in the proxy.
To elect seven members of the Board of Directors to serve until the 2027 Annual Meeting or until their successors are duly qualified and elected.
To ratify the appointment of KPMG LLP as the company’s independent registered public accounting firm for fiscal year 2026.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the Proxy Statement.
This proposal asks stockholders to cast a non-binding 'say-on-pay' vote to approve the compensation disclosed for XPO’s named executive officers. Management is seeking this advisory approval to validate its pay-for-performance framework and to demonstrate stockholder support for the design and outcomes of its executive pay program. The company’s program is heavily weighted toward at-risk compensation (short-term cash incentives and multi-year performance-based PSUs) and ties a large portion of pay to LTL adjusted EBITDA growth, LTL adjusted operating-ratio improvement, and relative TSR vs. the S&P Transportation Select Industry Index, supplemented by time-based RSUs for retention. The Compensation and Human Capital Committee emphasizes alignment with stockholder interests through stock ownership guidelines, clawback provisions, no hedging/pledging policies, and independent consultant benchmarking. The filing highlights strong recent stockholder support—say-on-pay received 99% support in 2025—and management states it has refined compensation in response to engagement with investors. The vote is advisory and non-binding, but the Board will consider the result when setting future compensation policies and awards. The Board recommends a vote FOR because it believes the program incentivizes the right operational priorities (profitability, network efficiency, TSR) while supporting retention of executive talent needed to execute XPO’s LTL growth strategy. In evaluating the proposal an analyst should weigh the specific performance metrics and multi-year PSU design against realized outcomes, such as the company’s 2023–2025 PSU achievement and recent adjusted EBITDA and operating-ratio improvements, and consider whether the at-risk structure and governance features sufficiently protect stockholder interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MFN Partners Management, LP | 9.73% | 11,425,369 | $2.2B |
| 2 | Capital Research Global Investors | 8.17% | 9,588,191 | $1.9B |
| 3 | BlackRock, Inc. | 5.58% | 6,547,179 | $1.3B |
| 4 | Capital World Investors | 4.92% | 5,778,228 | $1.1B |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.31% | 5,060,285 | $984M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.04% | 4,746,471 | $923M |
| 7 | STATE STREET CORP | 3.05% | 3,582,960 | $697M |
| 8 | BlackRock, Inc. | 2.92% | 3,426,534 | $667M |
| 9 | Orbis Allan Gray Ltd | 2.74% | 3,214,924 | $625M |
| 10 | FMR LLC | 2.62% | 3,074,961 | $598M |
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