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

James E. Harris, CFO of RXO, Inc., reports the acquisition of 38,967 Restricted Stock Units (RSUs) on March 22, 2024.

Summary

• On March 22, 2024, James E. Harris, the Chief Financial Officer of RXO, Inc., acquired 38,967 Restricted Stock Units (RSUs).
• These RSUs vest in three equal annual installments, contingent upon continued employment with RXO.
• Each RSU represents the right to receive either one share of Common Stock or a cash payment equivalent to the fair market value of one share.
• Harris also received 38,968 Performance Share Units (PSUs) at target level, which will vest based on total shareholder return and EBITDA performance over three years.
• Following the reported transaction, Harris beneficially owns 307,088 securities.
• The transaction was reported on March 26, 2024.

Sentiment

Score: 7

Explanation: The document is a routine regulatory filing regarding executive compensation. It is neutral to slightly positive as it indicates continued investment in the company by a key executive and alignment of incentives.

Positives

• The vesting of RSUs and PSUs is tied to continued employment and company performance, aligning executive incentives with shareholder value.

Risks

• The value of the RSUs is subject to the market price of RXO's common stock, which can fluctuate.
• The vesting of PSUs is contingent on achieving specific performance targets, which may not be met.

Future Outlook

The vesting of RSUs is dependent on continued employment, and the vesting of PSUs is dependent on the company's total shareholder return and EBITDA performance over a three-year period.

Industry Context

Executive compensation packages often include stock-based awards like RSUs and PSUs to align management's interests with those of shareholders. The specific vesting conditions (continued employment, TSR, EBITDA) are common metrics used to incentivize performance.

Comparison to Industry Standards

• RSUs and PSUs are common components of executive compensation packages in the transportation and logistics industry.
• Companies like C.H. Robinson, J.B. Hunt, and Knight-Swift Transportation also utilize similar equity-based compensation plans to incentivize their executives.
• The vesting schedules and performance metrics (TSR, EBITDA) are generally in line with industry practices.

Stakeholder Impact

• Shareholders: The vesting of RSUs and PSUs based on performance metrics can align management's interests with shareholder value.
• Employees: The equity-based compensation can serve as a motivational tool for employees.

Next Steps

• The vesting of the RSUs will occur in three equal annual installments.
• The vesting of the PSUs will be determined based on performance over a three-year period.

Key Dates