RXO INC (RXO)
Sector: Industrials
2026 Annual Meeting Analysis
RXO INC · Meeting: May 12, 2026
Directors FOR
1
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
As CEO and Chairman, Wilkerson has served since RXO's founding in 2022 and bears full accountability for a 3-year stock return of -22.9% that trails the company's own peer group median by 33.6 percentage points — well above the 20-point trigger for negative absolute returns — and the 5-year record offers no mitigant as the gap there (-53.7pp) also exceeds the threshold.
Breves has served since November 2022 and her full tenure coincides with RXO's significant underperformance — the stock's 3-year return of -22.9% lags the peer median by 33.6 percentage points, exceeding the policy's 20-point trigger, and the 5-year check provides no relief as that gap (-53.7pp) also breaches the threshold.
Kingshott has served since November 2022 and chairs the Compensation Committee; his full tenure overlaps with the period in which RXO's stock has lost 22.9% over three years while the peer median gained 10.7%, a gap of 33.6 percentage points that exceeds the policy trigger, and the 5-year record does not provide a mitigant.
Kissel has served as Vice Chairman since November 2022, with full tenure overlap with RXO's underperformance period; the 3-year TSR gap of -33.6pp versus the peer group median exceeds the 20-point policy trigger for negative absolute returns, and the 5-year comparison offers no mitigant.
Nettles has served as Lead Independent Director since November 2022, giving her full tenure overlap with RXO's persistent underperformance; the stock's 3-year return trails the peer group median by 33.6 percentage points, above the 20-point trigger, and the 5-year check does not rescue the vote.
Renna has served since November 2022 and his entire tenure overlaps with the period of significant stock underperformance — RXO's 3-year TSR of -22.9% lags the peer median by 33.6 percentage points, which triggers a policy Against vote, with no 5-year mitigant available.
Szlosek has served as Audit Committee Chair since November 2022, with full overlap with RXO's underperformance period; the 3-year TSR gap of 33.6 percentage points below the peer median exceeds the 20-point trigger for companies with negative absolute returns, and the 5-year comparison does not provide a mitigant.
For Analysis
Cooper joined the board in June 2024, which is within the 24-month exemption period under the policy, so he is not subject to the TSR underperformance trigger at this meeting.
Seven of eight directors receive an AGAINST vote under the policy's TSR underperformance trigger. RXO's 3-year stock return of -22.9% trails the median of the company's own disclosed peer group (which returned +10.7% over the same period) by 33.6 percentage points, well above the 20-point threshold that applies when a company's absolute return is negative. The 5-year comparison (-53.7pp gap vs. the peer median's +24.8%) provides no mitigant. The sole exception is Troy Cooper, who joined in June 2024 and falls within the 24-month new-director exemption.
Say on Pay
✓ FORCEO
Drew Wilkerson
Total Comp
$7,589,549
Prior Support
95%+%
CEO total compensation of $7.6 million is within a reasonable range for a CEO of a $2.5 billion industrial/logistics company, and roughly 91% of his pay is variable and tied to performance metrics — well above the 50-60% threshold the policy requires. The pay-for-performance structure is sound: annual cash bonuses paid out at only 50% of target (reflecting that the company missed its Adjusted EBITDA goal), and performance stock awards tied to relative total shareholder return forfeited their 2025 tranche entirely because RXO ranked last among 44 companies in the comparator index — meaning the incentive plan actually penalized executives for poor stock performance rather than rewarding them despite it. The company has a meaningful clawback policy and received over 95% shareholder support on pay at the prior annual meeting, so no governance concerns are flagged.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
2 yrs
Audit Fees
$2,701,379
Non-Audit Fees
$3,790
Deloitte has served as RXO's auditor only since the 2024 fiscal year (approximately 2 years), well below the 25-year tenure threshold; the non-audit fee ratio is negligible (only $3,790 in 'All Other Fees' against $2.7 million in audit fees, far below the 50% threshold); and Deloitte is a Big 4 firm appropriate for a $2.5 billion company.
Overall Assessment
This ballot presents a mixed picture: the Say on Pay program is genuinely well-structured with executives penalized for poor 2025 performance, and the auditor ratification is straightforward with minimal non-audit fees and a short tenure. However, seven of the eight director nominees — all those who have served since RXO's 2022 spin-off — receive an AGAINST vote because RXO's stock has lost nearly 23% over three years while the company's own peer group gained over 10%, a gap that far exceeds the policy's underperformance threshold.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing