4/A: RXO Inc. Executive Corrects Filing on Restricted Stock Unit Awards

Jeffrey D. Firestone, Chief Legal Officer of RXO Inc., amends a previous SEC filing to correct the reporting of Performance Based Restricted Stock Units (PSUs) acquired.

Summary

• Jeffrey D. Firestone, Chief Legal Officer of RXO Inc., filed an amendment to a previous SEC Form 4 filing.
• The amendment corrects the reporting of Performance Based Restricted Stock Units (PSUs) acquired on February 28, 2025.
• The correction moves the number 16,717 from column 'D' (Disposed Of) to column 'A' (Acquired) in Table II, related to the 2024 grant of PSUs.
• Firestone also holds 26,869 Restricted Stock Units (RSUs) that vest in three equal annual installments and 26,869 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 PSUs granted in March 2024 are comprised of three separate one-year performance periods for each of the calendar years 2024, 2025 and 2026.
• All PSUs will vest following 2026, to the extent earned and subject to the reporting person's continued employment.
• The PSUs were earned over the first one-year performance period (January 1, 2024 December 31, 2024) based on the level of achievement of pre-determined performance goals related to Total Shareholder Return compared to the S&P Transportation Select Industry Index.

Sentiment

Score: 7

Explanation: The document is a routine regulatory filing correcting a previous error. It provides transparency regarding executive compensation, which is generally viewed positively. There are no indications of significant positive or negative developments.

Positives

• The filing provides transparency regarding executive compensation and equity ownership.
• The correction of the filing demonstrates attention to detail and compliance with SEC regulations.

Future Outlook

The vesting of RSUs and PSUs is contingent upon continued employment and, in the case of PSUs, the achievement of total shareholder return relative to companies in the S&P Transportation Select Industry Index.

Industry Context

Executive compensation through equity grants is a common practice in publicly traded companies to align management's interests with those of shareholders. The use of performance-based RSUs ties executive compensation to company performance relative to industry benchmarks.

Comparison to Industry Standards

• Many companies in the transportation and logistics industry, such as C.H. Robinson, J.B. Hunt, and Knight-Swift Transportation, utilize similar equity-based compensation plans for their executives.
• These plans often include a mix of time-based and performance-based vesting schedules, with performance metrics tied to financial performance, operational efficiency, or shareholder return.
• The specific metrics and vesting schedules vary depending on the company's strategic goals and industry practices.

Stakeholder Impact

• Shareholders benefit from transparency in executive compensation reporting.
• Employees are indirectly impacted by the performance-based vesting of PSUs, which incentivizes management to improve company performance.

Key Dates