Form 4: RXO CFO James E. Harris Reports Acquisition of Restricted Stock Units

James E. Harris, CFO of RXO, Inc., reports the acquisition of performance-based and regular restricted stock units.

Summary

• On February 28, 2025, James E. Harris, the Chief Financial Officer of RXO, Inc., reported the acquisition of 18,446 performance-based restricted stock units (PSUs) and 39,082 restricted stock units (RSUs).
• The PSUs were granted in March 2024 and are based on performance over three separate one-year periods (2024, 2025, and 2026).
• The 18,446 PSUs vested following 2026 based on achievement of pre-determined performance goals related to Total Shareholder Return compared to the S&P Transportation Select Industry Index for the first one-year performance period (January 1, 2024 December 31, 2024).
• The RSUs vest in three equal annual installments, contingent upon continued employment.
• The reporting person was also awarded 39,082 PSUs at target level, which will be eligible to vest depending on the achievement of total shareholder return relative to companies in the S&P Transportation Select Industry Index and will be reported when the number of shares earned is determined.
• The transactions were reported on March 4, 2025.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. It reflects standard executive compensation practices and aligns management incentives with shareholder value. There are no indications of negative performance or concerning trends.

Positives

• The vesting of PSUs is tied to the company's performance relative to its industry peers, aligning management's interests with those of shareholders.
• The vesting schedule of the RSUs encourages continued employment with the company.

Future Outlook

The number of shares earned from the PSUs will be reported when the level of achievement of total shareholder return relative to companies in the S&P Transportation Select Industry Index is determined.

Industry Context

This filing is a routine disclosure of stock-based compensation awarded to a key executive. It's common for companies to use equity-based compensation to align management's interests with those of shareholders, particularly in industries like transportation where performance is closely tied to market conditions.

Comparison to Industry Standards

• Equity compensation is a standard practice among publicly traded companies, particularly for executive roles.
• Companies like C.H. Robinson, J.B. Hunt, and Knight-Swift Transportation also utilize stock options and restricted stock units as part of their compensation packages.
• The specific terms of the PSUs, such as the performance metrics and vesting schedule, are tailored to RXO's specific goals and industry benchmarks.

Stakeholder Impact

• The acquisition of restricted stock units by the CFO aligns his interests with those of shareholders, potentially driving decisions that increase shareholder value.
• Employees may view this as a positive sign, indicating the company's commitment to incentivizing its leadership.

Key Dates