Xpo, Inc. · NYSE:XPO
Xpo — Shareholder Meeting (May 2023)
13 slides from Xpo's shareholder meeting presentation, May 8, 2023
Slide 1: Annual Meeting Stockholder Update May 2023
STOCKHOLDER UPDATE | MAY 2023 Annual Meeting Stockholder Update May 2023
Slide 2: One of the largest less-than-truckload (LTL) providers in North America
STOCKHOLDER UPDATE | MAY 2023 One of the largest less - than - truckload (LTL) providers in North America XPO partners with ~27,000 customers to transport freight, using propriety technology and a nationwide network 1 XPO KEY METRICS 1 2022 FY R evenue $ 4.6 billion Adjusted EBITDA $1.01 billion Emp
Slide 3: XPO's transformation
STOCKHOLDER UPDATE | MAY 2023 2 XPO’s transformation Over the last two years, XPO has undergone a significant business transformation into a pure - play LTL company in North America, and made meaningful changes to align with the new business model Board Refreshment: ► To align the Board’s compositio
Slide 4: Established new management team
STOCKHOLDER UPDATE | MAY 2023 3 Established new management team Following the RXO spin - off in November 2022, Mario Harik succeeded Brad Jacobs as XPO’s CEO, with Brad transitioning to executive chairman ► Mario has been instrumental in establishing XPO as an industry leader and in transforming the
Slide 5: Five-year strategic plan: Targets for Growth, Profitability and Efficiency 2021-2027
STOCKHOLDER UPDATE | MAY 2023 4 Five - year strategic plan Targets for Growth, Profitability and Efficiency 2021 - 2027 Revenue CAGR of 6% to 8% Adjusted EBITDA CAGR of 11% to 13% Adjusted operating ratio improvement of at least 600 bps At our Investor Day in October 2022, we announced our strategic
Slide 6: Leadership structure put in place to position XPO for success as a pure-play LTL provider
STOCKHOLDER UPDATE | MAY 2023 5 Leadership structure put in place to position XPO for success as a pure - play LTL transportation provider, facilitate a smooth CE O transition and ensure robust independent oversight Board leadership structure ► Oversees overall corporate strategy, strategic customer
Slide 7: XPO's Board of Directors
STOCKHOLDER UPDATE | MAY 2023 6 XPO’s highly engaged and diverse set of directors are committed to being strong stewards of stockholder capital XPO’s Board of Directors BRAD JACOBS Executive Chairman Director Since Sept. 2011 Chairman, Founder and Former CEO, XPO, United Rentals & United Waste Syste
Slide 8: Board risk oversight
STOCKHOLDER UPDATE | MAY 2023 Board risk oversight 7 The Board provides robust oversight of current and potential risks facing XPO and has delegated responsibility as follows: AUDIT COMMITTEE COMPENSATION COMMITTEE NOMINATING, CORPORATE GOVERNANCE AND SUSTAINABILITY COMMITTEE ► Oversees the policies
Slide 9: Robust stockholder engagement and commitment to responsiveness
STOCKHOLDER UPDATE | MAY 2023 8 Robust stockholder engagement and commitment to responsiveness 1 Calculated based on stockholder positions and shares outstanding as of December 31, 2022. Following the 2022 Annual Meeting, as part of the reconstituted Compensation Committee’s holistic review of XPO’s
Slide 10: 2023 compensation program
STOCKHOLDER UPDATE | MAY 2023 9 In response to stockholder feedback, the Compensation Committee established a formulaic incentive structure that is primarily performance - based and aligned with long - term strategy 2023 compensation program 1 COO profit - sharing cash incentive program paid out qua
Slide 11: 2023 executive chair compensation
STOCKHOLDER UPDATE | MAY 2023 10 2023 executive chair compensation The Compensation Committee considered many factors in developing Brad Jacobs’ compensation for his role as executive chair including: ► Analyzing pay programs for executive chairs at S&P 500 companies for which an executive chairman
Slide 12: Prior award considerations and superseding award
STOCKHOLDER UPDATE | MAY 2023 PRIOR AWARD CONSIDERATIONS SUPERSEDING AWARD 2020 CASH LTI AWARDS (2020 — 2026 Performance Period) • Fully performance - based Cash LTI Award with four tranches vesting through 2026 with a target value of $10M each • Based on performance targets of absolute adjusted cas
Slide 13: Forward-looking statements
STOCKHOLDER UPDATE | MAY 2023 12 12 Forward - looking statements This document includes forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 and Section 21 E of the Securities Exchange Act of 1934 . All statements other than statements of historical fact are,