GXO LOGISTICS INC (GXO)
Sector: Industrials
2026 Annual Meeting Analysis
GXO LOGISTICS INC · Meeting: May 20, 2026
Directors FOR
8
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Colucci has been a director since August 2021, giving her more than three years of tenure that fully overlaps the three-year period during which GXO's stock trailed its compensation peer group median by 77.5 percentage points — far above the 35-point trigger threshold for a company with low-positive absolute TSR. The five-year check does not rescue the vote: GXO's five-year return of 4.7% trails the peer median of 86.2% by 81.5 percentage points, which also exceeds the applicable 35-point threshold, confirming this is sustained underperformance rather than a transient dip. No other policy triggers (overboarding, attendance, independence) apply, but the persistent performance gap warrants an AGAINST vote.
Mr. Fassler joined the board in October 2023, giving him approximately 2.5 years of tenure that meaningfully overlaps the three-year underperformance period; GXO trailed its peer group median by 77.5 percentage points over three years against a 35-point trigger threshold. The five-year check also fails (81.5pp gap vs. 35pp threshold), confirming sustained underperformance. Although his tenure is less than three years, it covers more than half the underperformance period, which the policy treats as sufficient to apply the trigger. No other policy issues are present.
For Analysis
Director since July 2025 — well within the 24-month new-director exemption — so the TSR underperformance trigger does not apply; serves on two other public company boards (Diebold Nixdorf and Verra Mobility), which is below the four-board overboarding threshold; relevant operational and technology experience supports the role.
Director since May 2025 — within the 24-month new-director exemption — so the TSR underperformance trigger does not apply; no overboarding concerns; brings relevant supply chain and operations expertise.
New director nominee standing for election for the first time in 2026 — the 24-month exemption fully applies; as the incoming CEO appointed in August 2025 his tenure has no meaningful overlap with the historical underperformance period; no overboarding or other policy concerns identified.
Director since July 2025 — within the 24-month new-director exemption — so the TSR underperformance trigger does not apply; serves on two other public company boards (United Rentals and Gildan Activewear), which is below the four-board overboarding threshold; brings extensive logistics and public company leadership experience.
Director since May 2025 — within the 24-month new-director exemption — so the TSR underperformance trigger does not apply; serves on one other public company board (Boston Beer), well below overboarding threshold; brings relevant supply chain and operations expertise.
Director since May 2025 — within the 24-month new-director exemption — so the TSR underperformance trigger does not apply; no other public company board seats; brings deep supply chain and technology expertise relevant to GXO's strategy.
Director since May 2025 — within the 24-month new-director exemption — so the TSR underperformance trigger does not apply; serves on one other public company board (Descartes Systems), well below overboarding threshold; brings relevant logistics and e-commerce expertise.
Director since May 2025 — within the 24-month new-director exemption — so the TSR underperformance trigger does not apply; serves on no other public company boards; brings strong financial expertise and qualifies as an audit committee financial expert.
Of the ten director nominees, two warrant AGAINST votes — Marlene Colucci (director since 2021) and Matthew Fassler (director since October 2023) — because their tenures meaningfully overlap a period in which GXO's stock underperformed its compensation peer group median by 77.5 percentage points over three years, far exceeding the 35-point trigger threshold, and the five-year check confirms this is sustained rather than transient underperformance. The remaining eight nominees joined in 2025 or are new to the board in 2026 and are exempt from the TSR trigger under the 24-month new-director exemption; no other policy concerns (overboarding, attendance, independence, qualifications) are identified for any nominee.
Say on Pay
✓ FORCEO
Patrick Kelleher
Total Comp
$7,628,275
Prior Support
89%%
CEO Patrick Kelleher's total compensation of $7,628,275 is benchmarked against a mid-to-large cap industrials/logistics CEO role and does not appear to exceed the 20% individual threshold given his August 2025 start date — his pay includes sign-on awards designed to replace forfeited compensation at his prior employer rather than a full-year regular grant. The program is heavily weighted toward variable pay (89% of CEO target compensation), uses long-term performance metrics including relative total shareholder return and multi-year financial targets, and includes a meaningful clawback policy. The prior year say-on-pay vote of 89% indicates strong shareholder support with no governance concern requiring a change in stance.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$8,975,082
Non-Audit Fees
$203,300
Non-audit fees (audit-related fees of $153,300 plus tax fees of $50,000, totaling $203,300) represent approximately 2.3% of audit fees — well below the 50% threshold that would raise independence concerns; KPMG's tenure is not explicitly disclosed in the filing so the tenure trigger cannot fire; KPMG is a Big 4 firm appropriate for a company of GXO's size and complexity; no material restatements are disclosed.
Overall Assessment
GXO's 2026 annual meeting ballot contains three standard proposals: director elections, auditor ratification, and an advisory say-on-pay vote. The primary governance concern is sustained stock price underperformance — GXO's shares trailed its compensation peer group by 77.5 percentage points over three years — which triggers AGAINST votes for the two directors (Colucci and Fassler) whose tenures meaningfully overlap the underperformance period, while the eight directors who joined in 2025 or later are exempt as new directors; the say-on-pay and auditor proposals both pass the relevant policy screens and warrant FOR votes.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing