Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-05-13

RXO Inc (RXO)

CEO Drew Wilkerson was paid $7,589,549 in fiscal year 2025, ↓ down 1.3% from fiscal year 2024, the 77th percentile of its disclosed peer group (SEC filing 0001140361-26-011983 ↗): 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.

$7,589,549 ↓
Drew Wilkerson total, FY2025
77th
CEO pay percentile vs peers
—
CEO-to-median pay ratio
95.52%
Say-on-pay support, latest vote

You have just read RXO Inc's Summary Compensation Table. The whole free brief as a PDF, sent in 2 minutes, with every figure cited — then a few short notes on the deeper RXO reports.

We send the PDF within 2 minutes, then up to three short notes. Reply “unsubscribe” to any of them, any time.

Track this company's pay every filing: join the Pro seat waitlist

Velarion Pro: every company page, peer tools and exports, one seat — $1,200/year

A confirmation now and one email when Pro opens, and nothing else. Privacy

Ask our research desk — $99, 24h, every figure cited to its filing.

Sample answer — “What is the CEO’s total compensation?”
- Drew Wilkerson (Chairman and Chief Executive Officer), FY2025 total compensation $7,589,549 (base salary $703,154) [exec_comp, SEC accession 0001140361-26-011983, filed 2026-03-30]

Answered within 24 hours, every figure cited to its SEC filing. If our database cannot answer your question, you are refunded automatically.

RXO's next annual pay disclosure, estimated March 30, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Drew Wilkerson$703,154$0$6,339,646—$529,249—$17,500$7,589,549
Chairman and Chief Executive Officer
Jamie Harris612,00201,560,545—306,001—17,5002,496,048
Chief Financial Officer
Jeff Firestone535,50001,072,879—267,750—17,5001,893,629
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.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Drew Wilkerson$7,589,549$7,688,251$5,663,207↓ −98,702
Jamie Harris2,496,0482,535,5351,963,054↓ −39,487
Jeff Firestone1,893,6292,718,0071,525,018↓ −824,378

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

How we handle your data → Privacy

Companies that benchmark against RXO
11 companies name RXO as a compensation peer

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.

01b

Executives — the named officers

One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.

ExecutiveRoleFY2025 total
Drew WilkersonCEO$7,589,549
Jamie HarrisCFO$2,496,048
Jeff FirestoneGeneral Counsel$1,893,629
01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
Adrian KingshottIndependent Director$283,324
Brad JacobsFormer director (through FY2025)$214,533
Christine BrevesIndependent Director$263,324
Mary KisselIndependent Director$288,324
Michelle NettlesLead Independent Director$308,324
Stephen RennaIndependent Director$263,324
Thomas SzlosekIndependent Director$288,324
Troy CooperIndependent Director$263,324
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Jeff FirestonePSU2025-02-2826,86926,869—60,456$522,871
Jamie HarrisRSU2025-02-28——39,082—800,009
Jamie HarrisPSU2025-02-2839,08239,082—87,935760,536
Drew WilkersonRSU2025-02-28——158,769—3,250,001
Drew WilkersonPSU2025-02-28158,769158,769—357,2313,089,645
Jeff FirestoneRSU2025-02-28——26,869—550,008
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Jeff Firestone$550,008$522,871$048.7%
Jamie Harris800,009760,536048.7%
Drew Wilkerson3,250,0013,089,645048.7%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Drew WilkersonRSU605,967—$7,659,423
Jamie HarrisRSU233,598—2,952,679
Drew WilkersonPSU158,614—2,004,881
Jeff FirestoneRSU134,734—1,703,038
Jamie HarrisPSU39,043—493,504
Jeff FirestonePSU29,683—375,193
05

Incentive-plan design — the Compensation Discussion & Analysis

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 consultantPearl Meyer & Partners, LLC
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-12142,771,2746,645,49749,74295.52%Passed
20252025-05-21139,565,3955,490,04376,71396.16%Passed
20232023-05-2396,624,3176,334,00473,85593.85%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.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-05-1295.52%a
20252025-05-2196.16%b
20232023-05-2393.85%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.

08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Michelle NettlesIndependent · Lead Independent Director · Audit Committee · Nominating, Governance and Sustainability Committee (Chair)$125,000$183,324———$308,324
Mary KisselIndependent · Compensation Committee105,000183,324———288,324
Thomas SzlosekIndependent · Audit Committee (Chair)105,000183,324———288,324
Adrian KingshottIndependent · Compensation Committee (Chair) · Nominating, Governance and Sustainability Committee100,000183,324———283,324
Troy CooperIndependent · Audit Committee · Compensation Committee80,000183,324———263,324
Christine BrevesIndependent · Audit Committee · Nominating, Governance and Sustainability Committee80,000183,324———263,324
Stephen RennaIndependent · Compensation Committee · Nominating, Governance and Sustainability Committee80,000183,324———263,324
Brad JacobsIndependent · Not standing for re-election · Departed during FY31,209183,324———214,533
Drew WilkersonEmployee director · Board Chair—————0
09

Board fee structure and ownership guideline

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$5
09b

Total cost of the board

ComponentFY2025
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.

10

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

10a

Peer reciprocity

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.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1C.H. Robinson Worldwide, Inc.2025David Bozeman$1,100,962$6,984,383$0$2,879,618$11,045,949
2Ryder System, Inc.2025Robert Sanchez1,100,0017,159,49501,675,89410,178,386
3J.B. Hunt Transport Services, Inc.2025Shelley Simpson961,3856,927,52901,067,4219,004,371
4RXO Inc2025Drew Wilkerson703,1546,339,646—529,2497,589,549
5Schneider National, Inc.2025Mark Rourke1,000,0005,704,1740569,1207,380,101
6Matson, Inc.2025Matthew Cox963,6964,016,50701,231,3446,490,287
7Werner Enterprises, Inc.2025Derek Leathers974,0774,200,0000745,1066,048,549
8Knight-Swift Transportation Holdings, Inc.2025Adam Miller950,0003,242,667—803,1305,011,329
9Landstar System, Inc.2025Frank Lonegro800,0003,473,0490210,0004,574,887
10Hub Group, Inc.2024Phillip Yeager850,0002,400,342—552,5003,964,450
11Covenant Logistics Group, Inc.2025David Parker753,02100100,0001,794,678
12ArcBest Corporation2025Seth Runser575,000390,254—201,9881,234,403
13Universal Logistics Holdings, Inc.2025Tim Phillips700,180175,020001,193,811
14Marten Transport, Ltd.2025Randolph Marten801,483342,998001,154,303

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.

10c

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
RXO Incnot disclosedPRSU 50 · RSU 50not disclosedPearl Meyer & Partners, LLC
ArcBest Corporationnot disclosedC-LTIP 60 · RSU 40not disclosedMeridian Compensation Partners, LLC
C.H. Robinson Worldwide, Inc.171%PSU 60 · RSU 40NoSemler Brossy
Covenant Logistics Group, Inc.not disclosedRSU 50 · PRSU 50not disclosedPearl Meyer
Hub Group, Inc.not disclosedRSU 50 · PRSU 50NoAon
J.B. Hunt Transport Services, Inc.not disclosedPSU 60 · RSU 40NoMeridian Compensation Partners, LLC
Knight-Swift Transportation Holdings, Inc.not disclosedPRSU 60 · RSU 40not disclosedPearl Meyer
Landstar System, Inc.not disclosednot disclosednot disclosedFW Cook; Compensation Strategies, Inc.
Marten Transport, Ltd.not disclosednot disclosednot disclosedGrant Thornton LLP
Matson, Inc.not disclosedRSU 50 · PSU 50not disclosedPay Governance LLC
Ryder System, Inc.90%PSU 60 · RSU 40NoFW Cook
Schneider National, Inc.not disclosedPSU 50 · RSU 50Yes — RELATIVE TOTAL SHAREHOLDER RETURN (rTSR)Frederic W. Cook & Co, Inc.
Universal Logistics Holdings, Inc.not disclosedRSU 100not disclosedCannot be determined from provided text
Werner Enterprises, Inc.not disclosednot disclosednot disclosedFrederic 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.

10d

Frequently asked questions

Who was the highest-paid executive at RXO Inc in fiscal 2025?
As disclosed, Drew Wilkerson (Chairman and Chief Executive Officer) was the highest-paid executive at RXO Inc in fiscal 2025, with total compensation of $7,589,549.
How does RXO Inc's chief executive pay compare to its disclosed peer group?
As disclosed, Drew Wilkerson's total compensation ranked at the 77th percentile of RXO Inc's disclosed peer group.
How did shareholders vote on RXO Inc's executive compensation?
As disclosed, 95.52% of shareholders supported RXO Inc's executive compensation in the latest say-on-pay vote.
How much does RXO Inc spend in total on board compensation for fiscal 2025?
As disclosed, RXO Inc reported total board compensation of $2,172,801 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Drew WilkersonDEF 14A2026-03-300001140361-26-011983Section “Executive Compensation”. As printed: 7,589,549. Filing ↗
2Section 01, Jamie HarrisDEF 14A2026-03-300001140361-26-011983Section “Executive Compensation”. As printed: 2,496,048. Filing ↗
3Section 01, Jeff FirestoneDEF 14A2026-03-300001140361-26-011983Section “Executive Compensation”. As printed: 1,893,629. Filing ↗
4Section 03, Jeff Firestone PSUDEF 14A2026-03-300001140361-26-011983Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1051988–1051995
5Section 03, Jamie Harris RSUDEF 14A2026-03-300001140361-26-011983Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1041580–1041587
6Section 03, Jamie Harris PSUDEF 14A2026-03-300001140361-26-011983Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1036929–1036936
7Section 03, Drew Wilkerson RSUDEF 14A2026-03-300001140361-26-011983Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1026529–1026538
8Section 03, Drew Wilkerson PSUDEF 14A2026-03-300001140361-26-011983Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1021108–1021117
9Section 03, Jeff Firestone RSUDEF 14A2026-03-300001140361-26-011983Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1057449–1057456
10Section 08, Michelle NettlesDEF 14A2026-03-300001140361-26-011983Section “Director Compensation”. As printed: 308,324. Filing ↗machine: span 525402–525582
11Section 08, Mary KisselDEF 14A2026-03-300001140361-26-011983Section “Director Compensation”. As printed: 288,324. Filing ↗machine: span 523542–523722
12Section 08, Thomas SzlosekDEF 14A2026-03-300001140361-26-011983Section “Director Compensation”. As printed: 288,324. Filing ↗machine: span 529333–529512
13Section 08, Adrian KingshottDEF 14A2026-03-300001140361-26-011983Section “Director Compensation”. As printed: 283,324. Filing ↗machine: span 521417–521597
14Section 08, Troy CooperDEF 14A2026-03-300001140361-26-011983Section “Director Compensation”. As printed: 263,324. Filing ↗machine: span 519557–519737
15Section 08, Christine BrevesDEF 14A2026-03-300001140361-26-011983Section “Director Compensation”. As printed: 263,324. Filing ↗machine: span 517390–517570
16Section 08, Stephen RennaDEF 14A2026-03-300001140361-26-011983Section “Director Compensation”. As printed: 263,324. Filing ↗machine: span 527571–527751
17Section 08, Brad JacobsDEF 14A2026-03-300001140361-26-011983Section “Director Compensation”. As printed: 214,533. Filing ↗machine: span 515488–515668
18Section 08, Drew WilkersonDEF 14A2026-03-300001140361-26-011983Section “Director Compensation”. As printed: 0. Filing ↗
19Section 06, 2026 voteForm 8-K2026-05-130001929561-26-000029Item 5.07 · say-on-pay result. As reported: 95.52% (votes for as printed: 142,771,274). Filing ↗
20Section 06, 2025 voteForm 8-K2025-05-230001929561-25-000091Item 5.07 · say-on-pay result. As reported: 96.16% (votes for as printed: 139,565,395). Filing ↗
21Section 06, 2023 voteForm 8-K2023-05-240001140361-23-026404Item 5.07 · say-on-pay result. As reported: 93.85% (votes for as printed: 96,624,317). Filing ↗
22Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
23Section 03b vehicle mix (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
24Section 09b board cost (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
25C.H. Robinson Worldwide, Inc., Section 10b CEO totalDEF 14A2026-03-240001043277-26-000011CEO 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
26Ryder System, Inc., Section 10b CEO totalDEF 14A2026-03-110001628280-26-016651CEO total compensation as printed in Ryder System, Inc.'s own proxy. As printed: 10,178,386. Filing ↗machine: t211 · r2 · c8 · span 970489–970499
27J.B. Hunt Transport Services, Inc., Section 10b CEO totalDEF 14A2026-03-110001437749-26-007732CEO 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
28RXO Inc (subject), Section 10b CEO totalDEF 14A2026-03-300001140361-26-011983CEO total compensation as printed in RXO Inc's own proxy. As printed: 7,589,549. Filing ↗
29Schneider National, Inc., Section 10b CEO totalDEF 14A2026-03-170001104659-26-029426CEO total compensation as printed in Schneider National, Inc.'s own proxy. As printed: 7,380,101. Filing ↗machine: r1 · c42 · span 1012102–1012111
30Matson, Inc., Section 10b CEO totalDEF 14A2026-03-090001104659-26-025266CEO total compensation as printed in Matson, Inc.'s own proxy. As printed: 6,490,287. Filing ↗machine: span 960369–960378
31Werner Enterprises, Inc., Section 10b CEO totalDEF 14A2026-03-310000793074-26-000083CEO total compensation as printed in Werner Enterprises, Inc.'s own proxy. As printed: 6,048,549. Filing ↗machine: r3 · c24 · span 647131–647140
32Knight-Swift Transportation Holdings, Inc., Section 10b CEO totalDEF 14A2026-04-020001492691-26-000025CEO total compensation as printed in Knight-Swift Transportation Holdings, Inc.'s own proxy. As printed: 5,011,329. Filing ↗
33Landstar System, Inc., Section 10b CEO totalDEF 14A2026-03-230001193125-26-118697CEO total compensation as printed in Landstar System, Inc.'s own proxy. As printed: 4,574,887. Filing ↗machine: r3 · c39 · span 755488–755497
34Hub Group, Inc., Section 10b CEO totalDEF 14A2025-04-030001140361-25-012045CEO total compensation as printed in Hub Group, Inc.'s own proxy. As printed: 3,964,450. Filing ↗
35Covenant Logistics Group, Inc., Section 10b CEO totalDEF 14A2026-04-100001437749-26-011971CEO total compensation as printed in Covenant Logistics Group, Inc.'s own proxy. As printed: 1,794,678. Filing ↗machine: r1 · c18 · span 617728–617737
36ArcBest Corporation, Section 10b CEO totalDEF 14A2026-03-130001104659-26-027357CEO total compensation as printed in ArcBest Corporation's own proxy. As printed: 1,234,403. Filing ↗
37Universal Logistics Holdings, Inc., Section 10b CEO totalDEF 14A2026-03-310001193125-26-134611CEO total compensation as printed in Universal Logistics Holdings, Inc.'s own proxy. As printed: 1,193,811. Filing ↗machine: r2 · c6 · span 449275–449284
38Marten Transport, Ltd., Section 10b CEO totalDEF 14A2026-03-170001437749-26-008503CEO total compensation as printed in Marten Transport, Ltd.'s own proxy. As printed: 1,154,303. Filing ↗machine: span 368330–368339
39Section 10a, ArcBest Corporation reciprocityDEF 14A—0001104659-26-027357ArcBest Corporation names RXO Inc in its own disclosed peer group (read from its most recent proxy). Filing ↗
40Section 10a, J.B. Hunt Transport Services, Inc. reciprocityDEF 14A—0001437749-26-007732J.B. Hunt Transport Services, Inc. names RXO Inc in its own disclosed peer group (read from its most recent proxy). Filing ↗
41Section 10a, Schneider National, Inc. reciprocityDEF 14A—0001104659-26-029426Schneider National, Inc. names RXO Inc in its own disclosed peer group (read from its most recent proxy). Filing ↗
42Section 10a, Werner Enterprises, Inc. reciprocityDEF 14A—0000793074-26-000083Werner Enterprises, Inc. names RXO Inc in its own disclosed peer group (read from its most recent proxy). Filing ↗
43Section 10a, Hub Group, Inc. reciprocityDEF 14A—0001140361-25-012045Hub Group, Inc. names RXO Inc in its own disclosed peer group (read from its most recent proxy). Filing ↗
44Section 10a, Marten Transport, Ltd. reciprocityDEF 14A—0001437749-26-008503Marten Transport, Ltd.'s most recent proxy was read; its disclosed peer group does not include RXO Inc. Filing ↗
45Section 10a, Ryder System, Inc. reciprocityDEF 14A—0001628280-26-016651Ryder System, Inc.'s most recent proxy was read; its disclosed peer group does not include RXO Inc. Filing ↗
46Section 10a, Knight-Swift Transportation Holdings, Inc. reciprocityDEF 14A—0001492691-26-000025Knight-Swift Transportation Holdings, Inc. names RXO Inc in its own disclosed peer group (read from its most recent proxy). Filing ↗
47Section 10a, Landstar System, Inc. reciprocityDEF 14A—0001193125-26-118697Landstar System, Inc. names RXO Inc in its own disclosed peer group (read from its most recent proxy). Filing ↗
48Section 10a, Covenant Logistics Group, Inc. reciprocityDEF 14A—0001437749-26-011971Covenant Logistics Group, Inc.'s most recent proxy was read; its disclosed peer group does not include RXO Inc. Filing ↗
49Section 10a, Matson, Inc. reciprocityDEF 14A—0001104659-26-025266Matson, Inc. names RXO Inc in its own disclosed peer group (read from its most recent proxy). Filing ↗
50Section 10a, C.H. Robinson Worldwide, Inc. reciprocityDEF 14A—0001043277-26-000011C.H. Robinson Worldwide, Inc. names RXO Inc in its own disclosed peer group (read from its most recent proxy). Filing ↗