GXO Logistics, Inc.

For the period ended May 13, 2025. Filed Apr 17, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 13, 2025 · Filed Apr 17, 2025

GXO$55.180.0%Stored close · as of Nov 6, 2026

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Contents

PROXY STATEMENT SUMMARY

This Proxy Statement sets forth information relating to the solicitation of proxies by the Board of Directors (the “Board of Directors” or “Board”) of GXO Logistics, Inc. (“GXO” or our “company”) in connection with our 2025 Annual Meeting of Stockholders (the “Annual Meeting”). This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

2025 ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement and form of proxy are first being mailed on or about April 17, 2025, to our stockholders of record as of the close of business on April 1, 2025 (the “Record Date”).

Date and Time		Place		Record Date
		Tuesday, May 13, 2025, at10:00 a.m. Eastern Time				Virtual Meeting Site:meetnow.global/ML5XYPX				You can vote if you were astockholder of record as of theclose of business on April 1, 2025

Admission: You will not be able to attend the Annual Meeting in person this year. You can access the Annual Meeting at https://meetnow.global/ML5XYPX. You will need to provide the control number on your proxy card to access the Annual Meeting. If the shares of common stock you hold are in an account at a broker, dealer, commercial bank, trust company or other nominee (i.e., in “street name”), you must register in advance to participate in the Annual Meeting, vote electronically and submit questions during the live webcast of the Annual Meeting. To register in advance, you must obtain a legal proxy from the bank, broker or other nominee that holds your shares giving you the right to vote the shares. Requests for registration should be directed to our transfer agent, Computershare Trust Company, N.A. (“Computershare”), by email atlegalproxy@computershare.com no later than 5:00 p.m. Eastern Time on May 8, 2025. You will receive a confirmation of your registration with a control number by email from Computershare. At the time of the meeting, go to https://meetnow.global/ML5XYPX and enter your control number.

VOTING MATTERS AND BOARD RECOMMENDATIONS

The Board is not aware of any matter that will be presented for a vote at the Annual Meeting other than those shown below.

· Board VoteRecommendation · Page Reference(for more detail)
PROPOSAL 1: Election of DirectorsTo elect nine (9) members of our Board of Directors for a term to expire at the 2026 Annual Meeting of Stockholders or until their respective successors shall have been duly elected and qualified or until their earlier resignation or removal.	FOReach DirectorNominee	12-27, 61
PROPOSAL 2: Ratification of the Appointment of our Independent Public Accounting FirmTo ratify the appointment of KPMG LLP (“KPMG”) as the company’s independent registered public accounting firm for fiscal year 2025.	FOR	59-60, 62
PROPOSAL 3: Advisory Vote to Approve Executive CompensationTo conduct an advisory vote to approve the executive compensation of the company’s named executive officers (“NEOs”) as disclosed in this Proxy Statement.	FOR	31-58, 63

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GOVERNANCE HIGHLIGHTS

Board and CommitteeIndependence		Eight (8) of our nine (9) current directors are independent. All of our director nominees are independent. The Audit Committee, Compensation Committee and Nominating, Corporate Governance and Sustainability Committee consist entirely of independent directors.
Independent Board Oversight and Leadership Roles		Our Board has an independent chairman, vice chair, and lead independent director. Our lead independent director's role is to complement our independent committees and independent committee chairs in providing effective Board oversight. Our independent vice chair is responsible for providing support on key governance matters and stockholder engagement to our chairman, lead independent director and the Board. These independent structures work in conjunction with our chairman. The Board believes its leadership structure as well as the leadership structure of our company function cohesively and serve the best interests of our stockholders based on our company’s strategy and ownership structure.
Board Refreshment		Our Board is committed to ensuring that its composition includes a range of expertise aligned with our company’s business as well as fresh perspectives on strategy. One of the ways the Board acts on this commitment is through the thoughtful refreshment of directors when appropriate. The Board has a process to seek highly qualified director candidates who bring relevant experience to the Board in light of our growing scale and diversity. As part of our ongoing commitment to Board refreshment, we have five (5) new director nominees standing for election at the Annual Meeting.
Committee Rotations		As part of its annual review of committee assignments, the Board will periodically reconstitute its committees and their chairs to ensure effective functioning and new perspectives.
Director Elections		All of our directors shall be elected to hold office for a one-year term expiring at the next annual meeting of stockholders and until their respective successors shall have been duly elected and qualified or until their earlier resignation or removal.
Majority Voting for Director Elections		Our bylaws provide for a majority voting standard in uncontested elections and further require that a director who fails to receive a majority vote must promptly tender his or her resignation to the Board.
Board Evaluations		Our Board reviews committee and director performance through an annual process of self-evaluation.
Risk Oversight and Financial Reporting		By engaging in regular deliberations and participating in management meetings, our Board seeks to provide robust oversight of current and potential risks facing our company. Our Audit Committee contributes to strong financial reporting oversight through regular meetings with management and dialogue with our auditors.
Cybersecurity		Our Board maintains direct oversight over information technology and cybersecurity risk. The Board both receives and provides feedback on regular updates from management regarding information technology and cybersecurity governance processes, policies and business continuity plans, the status of projects to strengthen internal cybersecurity and the results of security breach simulations.
Active Participation		Our Board held 11 meetings in 2024. Each person currently serving as a director attended over 80% of the Board meetings as well as over 90% of the meetings of the committee(s) on which he or she served. All directors are invited to attend committee meetings even if they are not members of the committee.
Clear Oversight of Sustainability		Our Nominating, Corporate Governance and Sustainability Committee supports the Board in its oversight of our company’s purpose-driven sustainability strategies and external disclosures. This includes engaging with management on material environmental, social and governance (“ESG”) matters, including how we manage climate change and related risks and impacts, and stakeholder perspectives as well as reviewing the company’s annual Impact Report.
Established Operational Excellence Committee		In April 2025, the Board established the Operational Excellence Committee to review the company’s strategies and objectives with respect to continuous improvement of quality and service, operational efficiency, cost control, occupational safety, environmental compliance and technological innovation, effective on the date of the Annual Meeting. Alongside management, the Operational Excellence Committee also reviews reports and key performance indicators relating to the company's trends in operational excellence and achievements against strategies and objectives.

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2025 DIRECTOR NOMINEES

Our Board aims to create a highly skilled team of directors who provide our global company with thoughtful board oversight. When selecting new directors, our Board considers, among other things, the nominee’s breadth of experience, financial expertise, integrity, ability to make independent analytical inquiries, understanding of our business environment, skills in areas relevant to our growth drivers and willingness to devote adequate time to Board duties—all in the context of the needs of the Board at that point in time and with the objective of ensuring a variety of backgrounds, expertise and viewpoints. The composition of our director nominees is as follows:

The following table provides summary information about each director nominee. Oren Shaffer, Gena Ashe, Clare Chatfield, Joli Gross and Malcolm Wilson will not stand for re-election at the Annual Meeting. Our directors will stand for election each year for one-year terms.

· · · · · · · · · · Committee Memberships(Pending Election at Annual Meeting)
Name · DirectorSince · Age · Occupation · Independent · AC · CC · NCGSC · OEC
Brad Jacobs	2021	68	Chairman and Chief Executive Officer of QXO, Inc. Executive Chairman of the board of directors of XPO, Inc.	Y
Marlene Colucci	2021	62	Chief Executive Officer, The Business Council	Y		✓	✓
Todd Cooper	If elected 2025	55	President, Advanced Technology Solutions, Celestica, Inc.	Y	✓	C		✓
Matthew Fassler	2023	54	Chief Strategy Officer, QXO, Inc.	Y	✓
Julio Nemeth	If elected 2025	64	Former Chief Product Supply Officer, The Procter & Gamble Company	Y			C	✓
Jason Papastavrou, Ph.D.	2021	62	Founder and Chief Investment Officer, ARIS Capital Management, LLC.	Y	✓		✓
Torsten Pilz, Ph.D.	If elected 2025	59	Chief Supply Chain Officer, Honeywell International, Inc.	Y				C
Laura Wilkin	If elected 2025	60	Founder and Chief Executive Officer, Excelerate Supply Chain Advisory Services	Y		✓		✓
Kyle Wismans	If elected 2025	41	Chief Financial Officer, XPO, Inc.	Y	C

AC = Audit CommitteeCC = Compensation Committee		NCGSC = Nominating, Corporate Governance and Sustainability Committee OEC = Operational Excellence Committee		C = Committee Chair✓ = Committee Member

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The following table provides a summary of the qualifications and experience of our director nominees.

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2024 PERFORMANCE HIGHLIGHTS

In 2024, we reported the following key metrics of financial performance:

Ç
REVENUE20%Revenue of $11.7 billion, organic revenue growth* of 3%	NET INCOME$138 millionNet income of $138 million, compared with $233 million in 2023	CASH FLOW FROM OPERATIONS$549 million$251 million free cash flow*

NET DEBT*$2.2 billion$413 million in cash and cash equivalents, $2,631 million total debt and $999 million of borrowing capacity available, net of letters of credit under our revolving credit facility (as of December 31, 2024)	DILUTED EPS$1.12Diluted EPS of $1.12 and adjusted diluted EPS* of $2.80	ADJUSTED EBITDA10.0%Adjusted EBITDA of $815 million, compared with $741 million in 2023

*	See Annex A for reconciliations of non-GAAP financial measures.

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2024 COMPENSATION HIGHLIGHTS

The Compensation Committee’s pay-for-performance philosophy is focused on rewarding our executives for performance that creates substantial, long-term value for our stockholders. As a result, long-term incentive compensation is tied to ambitious goals for key operational indicators that incentivize our executives to drive long-term stockholder value creation. Over time, we expect our financial and operational results to demonstrate the merits of this philosophy for our stockholders.

Further details about executive compensation decisions are described in the “Executive Compensation Elements and Outcomes for 2024” section of the Compensation Discussion and Analysis of this Proxy Statement.

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