Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses RXO in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named RXO in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Drew Wilkerson | $703,154 | $0 | $6,339,646 | — | $529,249 | — | $17,500 | $7,589,549 |
| Chairman and Chief Executive Officer | ||||||||
| Jamie Harris | 612,002 | 0 | 1,560,545 | — | 306,001 | — | 17,500 | 2,496,048 |
| Chief Financial Officer | ||||||||
| Jeff Firestone | 535,500 | 0 | 1,072,879 | — | 267,750 | — | 17,500 | 1,893,629 |
| Chief Legal Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Drew Wilkerson | $7,589,549 | $7,688,251 | $5,663,207 | −98,702 |
| Jamie Harris | 2,496,048 | 2,535,535 | 1,963,054 | −39,487 |
| Jeff Firestone | 1,893,629 | 2,718,007 | 1,525,018 | −824,378 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Jeff Firestone | PSU | 2025-02-28 | 26,869 | 26,869 | — | 60,456 | $522,871 |
| Jeff Firestone | RSU | 2025-02-28 | — | — | 26,869 | — | 550,008 |
| Drew Wilkerson | RSU | 2025-02-28 | — | — | 158,769 | — | 3,250,001 |
| Jamie Harris | RSU | 2025-02-28 | — | — | 39,082 | — | 800,009 |
| Jamie Harris | PSU | 2025-02-28 | 39,082 | 39,082 | — | 87,935 | 760,536 |
| Drew Wilkerson | PSU | 2025-02-28 | 158,769 | 158,769 | — | 357,231 | 3,089,645 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Jeff Firestone | $550,008 | $522,871 | $0 | 48.7% |
| Drew Wilkerson | 3,250,001 | 3,089,645 | 0 | 48.7% |
| Jamie Harris | 800,009 | 760,536 | 0 | 48.7% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Drew Wilkerson | RSU | 605,967 | — | $7,659,423 |
| Jamie Harris | RSU | 233,598 | — | 2,952,679 |
| Drew Wilkerson | PSU | 158,614 | — | 2,004,881 |
| Jeff Firestone | RSU | 134,734 | — | 1,703,038 |
| Jamie Harris | PSU | 39,043 | — | 493,504 |
| Jeff Firestone | PSU | 29,683 | — | 375,193 |
RXO's compensation philosophy is designed to attract and retain talent, drive sustainable stockholder value, and ensure responsible leadership practices by linking pay with individual and business performance, balancing short- and long-term goals, and offering competitive pay that retains high-performing leaders.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Pearl Meyer & Partners, LLC |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-12 | 142,771,274 | 6,645,497 | 49,742 | 95.52% | Passed |
| 2025 | 2025-05-21 | 139,565,395 | 5,490,043 | 76,713 | 96.16% | Passed |
| 2023 | 2023-05-23 | 96,624,317 | 6,334,004 | 73,855 | 93.85% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-12 | 95.52%a |
| 2025 | 2025-05-21 | 96.16%b |
| 2023 | 2023-05-23 | 93.85%c |
a. Approved under the standard stated in the filing — “Abstentions will have the same effect as votes cast "Against" this proposal.”.
b. Approved under the standard stated in the filing — “Abstentions will have the same effect as votes cast "Against" this proposal.”.
c. Approved under the standard stated in the filing — “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.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Michelle NettlesIndependent · Lead Independent Director · Audit Committee · Nominating, Governance and Sustainability Committee (Chair) | $125,000 | $183,324 | — | — | — | $308,324 |
| Mary KisselIndependent · Compensation Committee | 105,000 | 183,324 | — | — | — | 288,324 |
| Thomas SzlosekIndependent · Audit Committee (Chair) | 105,000 | 183,324 | — | — | — | 288,324 |
| Adrian KingshottIndependent · Compensation Committee (Chair) · Nominating, Governance and Sustainability Committee | 100,000 | 183,324 | — | — | — | 283,324 |
| Stephen RennaIndependent · Compensation Committee · Nominating, Governance and Sustainability Committee | 80,000 | 183,324 | — | — | — | 263,324 |
| Christine BrevesIndependent · Audit Committee · Nominating, Governance and Sustainability Committee | 80,000 | 183,324 | — | — | — | 263,324 |
| Troy CooperIndependent · Audit Committee · Compensation Committee | 80,000 | 183,324 | — | — | — | 263,324 |
| Brad JacobsIndependent · Not standing for re-election · Departed during FY | 31,209 | 183,324 | — | — | — | 214,533 |
| Drew WilkersonEmployee director · Board Chair | — | — | — | — | — | 0 |
| Annual cash retainer | $80,000 |
|---|---|
| Annual equity retainer | $190,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 25,000 / 20,000 / 20,000 |
| Stock ownership guideline | $400,000 |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $706,209 |
| Equity awards (grant-date value) | $1,466,592 |
| All other compensation | $0 |
| Total cost of the board | $2,172,801 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies RXO Inc names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including RXO Inc.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | C.H. Robinson Worldwide, Inc. | 2025 | David Bozeman | $1,100,962 | $6,984,383 | $0 | $2,879,618 | $11,045,949 |
| 2 | Ryder System, Inc. | 2025 | Robert Sanchez | 1,100,001 | 7,159,495 | 0 | 1,675,894 | 10,178,386 |
| 3 | J.B. Hunt Transport Services, Inc. | 2025 | Shelley Simpson | 961,385 | 6,927,529 | 0 | 1,067,421 | 9,004,371 |
| 4 | RXO Inc | 2025 | Drew Wilkerson | 703,154 | 6,339,646 | — | 529,249 | 7,589,549 |
| 5 | Schneider National, Inc. | 2025 | Mark Rourke | 1,000,000 | 5,704,174 | 0 | 569,120 | 7,380,101 |
| 6 | Werner Enterprises, Inc. | 2025 | Derek Leathers | 974,077 | 4,200,000 | 0 | 745,106 | 6,048,549 |
| 7 | Knight-Swift Transportation Holdings, Inc. | 2025 | Adam Miller | 950,000 | 3,242,667 | — | 803,130 | 5,011,329 |
| 8 | Landstar System, Inc. | 2025 | Frank Lonegro | 800,000 | 3,473,049 | 0 | 210,000 | 4,574,887 |
| 9 | Hub Group, Inc. | 2024 | Phillip Yeager | 850,000 | 2,400,342 | — | 552,500 | 3,964,450 |
| 10 | Universal Logistics Holdings, Inc. | 2025 | Tim Phillips | 700,180 | 175,020 | 0 | 0 | 1,193,811 |
| 11 | Marten Transport, Ltd. | 2025 | Randolph Marten | 801,483 | 342,998 | 0 | 0 | 1,154,303 |
| — | ArcBest Corporation | — | — | — | — | — | — | not in coverage universe |
| — | Covenant Logistics Group, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Matson, Inc. | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| RXO Inc | not disclosed | PRSU 50 · RSU 50 | not disclosed | Pearl Meyer & Partners, LLC |
| ArcBest Corporation | not disclosed | not disclosed | not disclosed | not disclosed |
| C.H. Robinson Worldwide, Inc. | 171% | PSU 60 · RSU 40 | No | Semler Brossy |
| Covenant Logistics Group, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Hub Group, Inc. | not disclosed | not disclosed | not disclosed | Aon |
| J.B. Hunt Transport Services, Inc. | not disclosed | not disclosed | No | Meridian Compensation Partners, LLC |
| Knight-Swift Transportation Holdings, Inc. | not disclosed | PRSU 60 · RSU 40 | not disclosed | Pearl Meyer |
| Landstar System, Inc. | not disclosed | not disclosed | not disclosed | FW Cook; Compensation Strategies, Inc. |
| Marten Transport, Ltd. | not disclosed | not disclosed | not disclosed | Grant Thornton LLP |
| Matson, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Ryder System, Inc. | 90% | PSU 60 · RSU 40 | No | FW Cook |
| Schneider National, Inc. | not disclosed | PSU 60 · RSU 40 | not disclosed | Frederic W. Cook & Co, Inc. |
| Universal Logistics Holdings, Inc. | not disclosed | RSU 100 | not disclosed | Cannot be determined from provided text |
| Werner Enterprises, Inc. | not disclosed | Restricted Stock 50 · Performance Stock 50 | not disclosed | Frederic W. Cook & Co. |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Drew Wilkerson | DEF 14A | 2026-03-30 | 0001140361-26-011983 | Section “Executive Compensation”. As printed: 7,589,549. Filing ↗ |
| 2 | Section 01, Jamie Harris | DEF 14A | 2026-03-30 | 0001140361-26-011983 | Section “Executive Compensation”. As printed: 2,496,048. Filing ↗ |
| 3 | Section 01, Jeff Firestone | DEF 14A | 2026-03-30 | 0001140361-26-011983 | Section “Executive Compensation”. As printed: 1,893,629. Filing ↗ |
| 4 | Section 03, Jeff Firestone PSU | DEF 14A | 2026-03-30 | 0001140361-26-011983 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1051988–1051995 |
| 5 | Section 03, Jeff Firestone RSU | DEF 14A | 2026-03-30 | 0001140361-26-011983 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1057449–1057456 |
| 6 | Section 03, Drew Wilkerson RSU | DEF 14A | 2026-03-30 | 0001140361-26-011983 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1026529–1026538 |
| 7 | Section 03, Jamie Harris RSU | DEF 14A | 2026-03-30 | 0001140361-26-011983 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1041580–1041587 |
| 8 | Section 03, Jamie Harris PSU | DEF 14A | 2026-03-30 | 0001140361-26-011983 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1036929–1036936 |
| 9 | Section 03, Drew Wilkerson PSU | DEF 14A | 2026-03-30 | 0001140361-26-011983 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1021108–1021117 |
| 10 | Section 08, Michelle Nettles | DEF 14A | 2026-03-30 | 0001140361-26-011983 | Section “Director Compensation”. As printed: 308,324. Filing ↗machine: span 525402–525582 |
| 11 | Section 08, Mary Kissel | DEF 14A | 2026-03-30 | 0001140361-26-011983 | Section “Director Compensation”. As printed: 288,324. Filing ↗machine: span 523542–523722 |
| 12 | Section 08, Thomas Szlosek | DEF 14A | 2026-03-30 | 0001140361-26-011983 | Section “Director Compensation”. As printed: 288,324. Filing ↗machine: span 529333–529512 |
| 13 | Section 08, Adrian Kingshott | DEF 14A | 2026-03-30 | 0001140361-26-011983 | Section “Director Compensation”. As printed: 283,324. Filing ↗machine: span 521417–521597 |
| 14 | Section 08, Stephen Renna | DEF 14A | 2026-03-30 | 0001140361-26-011983 | Section “Director Compensation”. As printed: 263,324. Filing ↗machine: span 527571–527751 |
| 15 | Section 08, Christine Breves | DEF 14A | 2026-03-30 | 0001140361-26-011983 | Section “Director Compensation”. As printed: 263,324. Filing ↗machine: span 517390–517570 |
| 16 | Section 08, Troy Cooper | DEF 14A | 2026-03-30 | 0001140361-26-011983 | Section “Director Compensation”. As printed: 263,324. Filing ↗machine: span 519557–519737 |
| 17 | Section 08, Brad Jacobs | DEF 14A | 2026-03-30 | 0001140361-26-011983 | Section “Director Compensation”. As printed: 214,533. Filing ↗machine: span 515488–515668 |
| 18 | Section 08, Drew Wilkerson | DEF 14A | 2026-03-30 | 0001140361-26-011983 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 19 | Section 06, 2026 vote | Form 8-K | 2026-05-13 | 0001929561-26-000029 | Item 5.07 · say-on-pay result. As reported: 95.52% (votes for as printed: 142,771,274). Filing ↗ |
| 20 | Section 06, 2025 vote | Form 8-K | 2025-05-23 | 0001929561-25-000091 | Item 5.07 · say-on-pay result. As reported: 96.16% (votes for as printed: 139,565,395). Filing ↗ |
| 21 | Section 06, 2023 vote | Form 8-K | 2023-05-24 | 0001140361-23-026404 | Item 5.07 · say-on-pay result. As reported: 93.85% (votes for as printed: 96,624,317). Filing ↗ |
| 22 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 23 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 24 | Section 09b board cost (computed) | Computed | — | computed | Cash 706,209 + equity 1,466,592 + all other 0 = 2,172,801, summed across the director compensation table rows.machine: formula: Σ = 2,172,801 |
| 25 | C.H. Robinson Worldwide, Inc., Section 10b CEO total | DEF 14A | 2026-03-24 | 0001043277-26-000011 | CEO total compensation as printed in C.H. Robinson Worldwide, Inc.'s own proxy. As printed: 11,045,949. Filing ↗machine: r3 · c39 · span 1034575–1034585 |
| 26 | Ryder System, Inc., Section 10b CEO total | DEF 14A | 2026-03-11 | 0001628280-26-016651 | CEO total compensation as printed in Ryder System, Inc.'s own proxy. As printed: 10,178,386. Filing ↗machine: t211 · r2 · c8 · span 970489–970499 |
| 27 | J.B. Hunt Transport Services, Inc., Section 10b CEO total | DEF 14A | 2026-03-11 | 0001437749-26-007732 | CEO total compensation as printed in J.B. Hunt Transport Services, Inc.'s own proxy. As printed: 9,004,371. Filing ↗machine: r1 · c21 · span 825167–825176 |
| 28 | RXO Inc (subject), Section 10b CEO total | DEF 14A | 2026-03-30 | 0001140361-26-011983 | CEO total compensation as printed in RXO Inc's own proxy. As printed: 7,589,549. Filing ↗ |
| 29 | Schneider National, Inc., Section 10b CEO total | DEF 14A | 2026-03-17 | 0001104659-26-029426 | CEO total compensation as printed in Schneider National, Inc.'s own proxy. As printed: 7,380,101. Filing ↗machine: r1 · c42 · span 1012102–1012111 |
| 30 | Werner Enterprises, Inc., Section 10b CEO total | DEF 14A | 2026-03-31 | 0000793074-26-000083 | CEO total compensation as printed in Werner Enterprises, Inc.'s own proxy. As printed: 6,048,549. Filing ↗machine: r3 · c24 · span 647131–647140 |
| 31 | Knight-Swift Transportation Holdings, Inc., Section 10b CEO total | DEF 14A | 2026-04-02 | 0001492691-26-000025 | CEO total compensation as printed in Knight-Swift Transportation Holdings, Inc.'s own proxy. As printed: 5,011,329. Filing ↗ |
| 32 | Landstar System, Inc., Section 10b CEO total | DEF 14A | 2026-03-23 | 0001193125-26-118697 | CEO total compensation as printed in Landstar System, Inc.'s own proxy. As printed: 4,574,887. Filing ↗machine: r3 · c39 · span 755488–755497 |
| 33 | Hub Group, Inc., Section 10b CEO total | DEF 14A | 2025-04-03 | 0001140361-25-012045 | CEO total compensation as printed in Hub Group, Inc.'s own proxy. As printed: 3,964,450. Filing ↗ |
| 34 | Universal Logistics Holdings, Inc., Section 10b CEO total | DEF 14A | 2026-03-31 | 0001193125-26-134611 | CEO total compensation as printed in Universal Logistics Holdings, Inc.'s own proxy. As printed: 1,193,811. Filing ↗machine: r2 · c6 · span 449275–449284 |
| 35 | Marten Transport, Ltd., Section 10b CEO total | DEF 14A | 2026-03-17 | 0001437749-26-008503 | CEO total compensation as printed in Marten Transport, Ltd.'s own proxy. As printed: 1,154,303. Filing ↗machine: span 368330–368339 |
| 36 | Section 10a, J.B. Hunt Transport Services, Inc. reciprocity | DEF 14A | — | 0001437749-26-007732 | J.B. Hunt Transport Services, Inc.'s most recent proxy was read; its disclosed peer group does not include RXO Inc. Filing ↗ |
| 37 | Section 10a, Marten Transport, Ltd. reciprocity | DEF 14A | — | 0001437749-26-008503 | Marten Transport, Ltd.'s most recent proxy was read; its disclosed peer group does not include RXO Inc. Filing ↗ |
| 38 | Section 10a, Hub Group, Inc. reciprocity | DEF 14A | — | 0001140361-25-012045 | Hub Group, Inc. names RXO Inc in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 39 | Section 10a, Schneider National, Inc. reciprocity | DEF 14A | — | 0001104659-25-024115 | Schneider National, Inc.'s most recent proxy was read; its disclosed peer group does not include RXO Inc. Filing ↗ |
| 40 | Section 10a, Covenant Logistics Group, Inc. reciprocity | DEF 14A | — | 0001437749-26-011971 | Covenant Logistics Group, Inc.'s most recent proxy was read; its disclosed peer group does not include RXO Inc. Filing ↗ |
| 41 | Section 10a, Landstar System, Inc. reciprocity | DEF 14A | — | 0001193125-26-118697 | Landstar System, Inc. names RXO Inc in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 42 | Section 10a, C.H. Robinson Worldwide, Inc. reciprocity | DEF 14A | — | 0001043277-26-000011 | C.H. Robinson Worldwide, Inc. names RXO Inc in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 43 | Section 10a, Werner Enterprises, Inc. reciprocity | DEF 14A | — | 0000793074-26-000083 | Werner Enterprises, Inc. names RXO Inc in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 44 | Section 10a, Ryder System, Inc. reciprocity | DEF 14A | — | 0001628280-26-016651 | Ryder System, Inc.'s most recent proxy was read; its disclosed peer group does not include RXO Inc. Filing ↗ |
| 45 | Section 10a, Knight-Swift Transportation Holdings, Inc. reciprocity | DEF 14A | — | 0001492691-26-000025 | Knight-Swift Transportation Holdings, Inc. names RXO Inc in its own disclosed peer group (read from its most recent proxy). Filing ↗ |