Sector: Industrials
RXO INC · Meeting: May 12, 2026
Directors FOR
1
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
Wilkerson has served as CEO and director since RXO's spin-off in November 2022, and during his full tenure the stock has lost about 26% while the industrials sector ETF (XLI) gained roughly 62% — a gap of 88 percentage points that far exceeds the 30-point trigger threshold for companies with negative absolute returns; the 5-year return is even worse at -35%, so the longer-term record provides no mitigating relief.
Breves has served on the board since the company's 2022 spin-off, meaning her full tenure overlaps with RXO's severe stock underperformance — the stock fell about 26% while the industrials sector ETF (XLI) rose 62%, a gap of 88 percentage points that far exceeds the policy's 30-point threshold; the 5-year record does not provide relief as the underperformance is sustained.
Kingshott has served since the company's 2022 spin-off, so his entire tenure at RXO coincides with the period of severe stock underperformance — the stock dropped about 26% while the industrials sector ETF (XLI) rose 62%, an 88-percentage-point gap that greatly exceeds the 30-point threshold; the 5-year data also shows persistent underperformance, providing no mitigating relief.
Kissel has served since the 2022 spin-off and her full board tenure overlaps with RXO's significant stock underperformance — shares fell roughly 26% while the industrials sector ETF (XLI) gained about 62%, a gap of 88 percentage points well above the 30-point policy threshold; the 5-year return of -35% confirms this is not a transient dip.
Nettles has served as lead independent director since the 2022 spin-off, and her entire tenure coincides with the period of severe underperformance — the stock declined about 26% while the industrials sector ETF (XLI) gained approximately 62%, an 88-point gap that far exceeds the policy's 30-point threshold; the 5-year return is even weaker at -35%, ruling out any 5-year mitigant.
Renna has served since the company's 2022 spin-off, so his full board tenure overlaps with RXO's sustained stock underperformance — shares lost about 26% while the industrials sector ETF (XLI) gained roughly 62%, an 88-point gap that greatly exceeds the 30-point policy threshold; the 5-year return of -35% shows this underperformance is not a recent anomaly.
Szlosek has served as audit committee chair since the 2022 spin-off, meaning his tenure fully overlaps the period of severe stock underperformance — the stock fell about 26% while the industrials sector ETF (XLI) rose roughly 62%, an 88-point gap that far exceeds the 30-point policy threshold; the 5-year return of -35% confirms the underperformance is persistent and the 5-year mitigant does not apply.
For Analysis
Cooper joined the board in June 2024, which is less than 24 months before the May 2026 annual meeting, so he is exempt from the TSR underperformance trigger under policy rules that give new directors reasonable time to contribute before being held accountable for prior performance; he has relevant transportation and financial expertise with no overboarding or attendance concerns.
Seven of the eight director nominees have served since RXO's 2022 spin-off and their tenures fully overlap the company's severe stock underperformance — shares have lost about 26% over three years while the industrials sector ETF (XLI) gained roughly 62%, an 88-percentage-point gap that far exceeds the 30-point policy threshold for companies with negative absolute returns; the one exception is Troy Cooper, who joined in June 2024 and is exempt under the policy's 24-month new-director rule. The vote is AGAINST all legacy directors and FOR Cooper only.
CEO
Drew Wilkerson
Total Comp
$7,589,549
Prior Support
95%%
CEO total compensation of approximately $7.6 million is within a reasonable range for a $2.3 billion market-cap industrials company, and the pay structure is heavily performance-oriented — roughly 91% of the CEO's target pay is variable, including performance stock awards tied to relative total shareholder return versus an industry index. Although stock performance has been poor, the incentive plan is functioning as designed: performance stock awards for 2025 paid out at 0% due to RXO finishing last in its comparator group, and the cash bonus was capped at only 50% of target because the company missed its primary earnings goal — meaning variable pay was meaningfully reduced in line with weak shareholder outcomes. The prior-year say-on-pay vote received over 95% support, there is a meaningful clawback policy in place, and no governance red flags were identified.
Auditor
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 fiscal year 2024 (approximately two years), well below the 25-year tenure threshold; non-audit fees of $3,790 represent less than 0.2% of audit fees of $2,701,379, far below the 50% independence threshold; and Deloitte is a Big 4 firm appropriate for a company of RXO's size.
The 2026 RXO annual meeting features four proposals: director elections, auditor ratification, an equity plan share increase, and a say-on-pay advisory vote. The primary concern is the board's oversight of severe, sustained stock underperformance — RXO shares have lost roughly 26% over three years while the industrials sector ETF (XLI) gained about 62% — triggering AGAINST votes for all seven directors who have served since the 2022 spin-off, while the auditor ratification and say-on-pay proposals both pass policy screens and receive FOR determinations.
