Xpo, Inc. · NYSE:XPO
Xpo — XPO Logistics — Shareholder Meeting (May 2022)
20 slides from Xpo's shareholder meeting presentation, May 9, 2022
Slide 1: May 2022 Annual Meeting Stockholder Update
STOCKHOLDER PRESENTATION | MAY 2022 MAY 2022 Annual Meeting Stockholder Update 1
Slide 2: Executive Summary
STOCKHOLDER PRESENTATION | MAY 2022 EXECUTIVE SUMMARY 2 Company Update ▪ For the full year 2021, we achieved higher - than - expected revenue, profitability and cash generation, based on the operations of the remaining business, and in Q4 2021 we reported the highest revenue and highest adjusted dil
Slide 3: XPO Logistics Corporate Overview
STOCKHOLDER PRESENTATION | MAY 2022 XPO Logistics Corporate Overview 3 2021 revenue $12.8 billion Locations 771 Employees ~42,000 Customers ~50,000 LTL industry, North America 3 ~$51 billion Truck brokerage industry, North America 4 ~$88 billion 1 Global data for revenue, locations, customers and em
Slide 4: Continued Commitment to Delivering Long-Term Value to Stockholders
STOCKHOLDER PRESENTATION | MAY 2022 41% 138% 214% 25% 79% 85% 33% 88% 96% One-year TSR Three-year TSR Five-year TSR XPO Logistics S&P 400 MidCap Dow Jones Transportation Average 4 Continued Commitment to Delivering Long - Term Value to Stockholders The economic recovery drove increasing demand for o
Slide 5: Further Portfolio Optimization to Unlock Stockholder Value
STOCKHOLDER PRESENTATION | MAY 2022 5 Further Portfolio Optimization to Unlock Stockholder Value Spin - Off of Tech - Enabled Truck Brokerage Services Remaining Company Will Be a Pure - Play LTL Leader In March 2022, we announced a plan for a subsequent spin - off and divestitures to transform the r
Slide 6: Reformulated Independent Board Provides Strong Oversight
STOCKHOLDER PRESENTATION | MAY 2022 Reformulated Independent Board Provides Strong Oversight and Support For XPO’s Growth Strategy BRAD JACOBS Chairman and CEO AC = Audit Committee NCGSC = Nominating, Corp. Gov., & Sustainability Committee CC = Comp. Committee * = Chair = Director Joined in 2021 For
Slide 7: Goal Achievement and Metrics
STOCKHOLDER PRESENTATION | MAY 2022 Goal Achievement and Metrics ▪ Asked for more disclosure around the Short Term Incentive (STI) program and for the structure to be more formulaic ▪ Preference for more rigorous long - term absolute performance goals underlying the 2020 LTI Award, and alignment wit
Slide 8: Compensation Program Designed to Support Stockholder Value Creation
STOCKHOLDER PRESENTATION | MAY 2022 Compensation Program Designed to Support Stockholder Value Creation 8 ▪ To attract and retain high - performing executives BASE SALARY SHORT - TERM INCENTIVE LONG - TERM INCENTIVES ▪ To reward annual performance and individual contributions that support strategy a
Slide 9: STI Program is Formulaic and Challenging
STOCKHOLDER PRESENTATION | MAY 2022 STI Program is Formulaic and Challenging 9 Key Components of the NEO STI Program and the High - Level Performance for 2021 Key Terms Formulaic Framework 2021 Performance Detail Bonus Eligibility Determination Threshold of 90% of forecasted adjusted EBITDA with a p
Slide 10: Rigorous Long-Term Compensation Metrics Refined To Align With Go-Forward Strategy
STOCKHOLDER PRESENTATION | MAY 2022 Rigorous Long - Term Compensation Metrics Refined To Align With The Go - Forward Strategy AUGUST 2018 PSU AWARD 2019 – 2022 JUNE 2019 PSU AWARD 2019 – 2024 2020 LTI AWARDS 2020 – 2026 XPO’s performance - based long - term incentive program is designed to align NEO
Slide 11: 2020 LTI Goals Recalibrated to Be More Rigorous and Relevant
STOCKHOLDER PRESENTATION | MAY 2022 $6.03 $6.93 $7.63 $8.02 $9.29 $10.21 2021 2022 2023 Original Goals Recalibrated Goals 2020 LTI Goals Recalibrated to Be More Rigorous and Relevant on a Post - Spin - off Basis 11 $4.51 $5.35 $5.95 Recalibrated Goals (Standalone XPO) Absolute adjusted cash flow per
Slide 12: Changes Made to 2020 LTI Award in Response to Stockholder Feedback
STOCKHOLDER PRESENTATION | MAY 2022 Changes Made to 2020 LTI Award in Response to Stockholder Feedback 12 REPLACEMENT LTL PERFORMANCE - BASED STOCK UNITS ► In 2022, replaced 50% of the target value of Mr. Jacobs’ 2022 tranche of the 2020 LTI Award and 100% of Mario Harik’s 2022 tranche, both origina
Slide 13: ESG Scorecard Evolves With The Company
STOCKHOLDER PRESENTATION | MAY 2022 ESG Scorecard Evolves With The Company RIGOROUS ACHIEVEMENT METHODOLOGY TO INCENTIVIZE PERFORMANCE IMPROVEMENT ■ Achievement is certified by the Compensation Committee annually using a scale of 1 - 100 , with each target worth a n equal number of points ■ Category
Slide 14: Comprehensive Strategy Around Environmental Sustainability
STOCKHOLDER PRESENTATION | MAY 2022 Comprehensive Strategy Around Environmental Sustainability ▪ XPO is pursuing sustainable initiatives through fleet efficiencies, adoption of alternative fuels, investments in emerging technologies and energy optimization to reduce our carbon footprint ▪ Since 2018
Slide 15: Commitment to Diversity, Equity and Inclusion
STOCKHOLDER PRESENTATION | MAY 2022 15 Commitment to Diversity, Equity and Inclusion ▪ Continuing to significantly increase the diversity of talent in the pipeline by collaborating with historically black colleges and universities (HBCUs) ▪ Promoting women and minority employees to middle and senior
Slide 16: We Request Your Support at Our 2022 Annual Meeting
STOCKHOLDER PRESENTATION | MAY 2022 We Request Your Support at Our 2022 Annual Meeting 16 5. AGAINST STOCKHOLDER PROPOSAL REGARDING ADDITIONAL DISCLOSURE OF THE COMPANY’S POLITICAL ACTIVITIES 6. AGAINST STOCKHOLDER PROPOSAL REGARDING STOCKHOLDER APPROVAL OF SENIOR MANAGERS’ SEVERANCE OR TERMINATION
Slide 17: Financial Reconciliations
STOCKHOLDER PRESENTATION | MAY 2022 Financial Reconciliations 17 The following table reconciles XPO’s income (loss) from continuing operations for the periods ended December 31, 2021 and 2020 to adjusted EBITDA for the same periods. RECONCILIATION OF INCOME (LOSS) FROM CONTINUING OPERATIONS TO ADJUS
Slide 18: Financial Reconciliations
STOCKHOLDER PRESENTATION | MAY 2022 Financial Reconciliations 18 The following table reconciles XPO’s net cash provided by operating activities from continuing operations for the years ended December 31, 2021 and 2020 to free cash flow for the same periods. RECONCILIATION OF CASH FLOWS FROM OPERATIN
Slide 19: Disclaimers
STOCKHOLDER PRESENTATION | MAY 2022 Disclaimers 19 NON - GAAP FINANCIAL MEASURES As required by the rules of the Securities and Exchange Commission ("SEC"), we provide reconciliations of the non - GAAP financial measures contained in this presentation to the most directly comparable measures under G
Slide 20: Disclaimers
STOCKHOLDER PRESENTATION | MAY 2022 Disclaimers 20 FORWARD - LOOKING STATEMENTS This document includes forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended, including statement