Baris Oran
GXO LogisticsAbout Baris Oran
Baris Oran has served as Chief Financial Officer of GXO since the 2021 spin-off from XPO; he previously was CFO of Turkey’s Sabanci Group (2016–2021), and held senior finance roles at Kordsa Global, Ernst & Young, Sara Lee, and PricewaterhouseCoopers; he was age 47 in 2021 and brings extensive public-company board experience, including Executive Chairman of Teknosa since 2019 . During his early tenure, GXO reported Adjusted EBITDA of $329M in 2021 and $728M in 2022, GAAP net income of $153M (2021) and $197M (2022), and TSR of $144.01 (2021, measured from Aug. 2, 2021) and $47.00 (2022) . GXO revenue positioned at $8.99B in 2022 and $9.78B in 2023, placing GXO at the 54th percentile and 60th percentile of its compensation peer group, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GXO (post-spin) | Chief Financial Officer | 2021–present | Led finance through spin-off and growth trajectory . |
| XPO (pre-spin) | CFO, Logistics Segment | 2021 | Supported spin preparation and segment finance . |
| Sabanci Group | Chief Financial Officer | 2016–2021 | Corporate finance leadership at one of Turkey’s largest public groups . |
| Kordsa Global; EY; Sara Lee; PwC | Senior finance roles | n/a | Multi-national finance, audit, and operations experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Teknosa | Executive Chairman | Since 2019 | Retail technology oversight and governance . |
| Various public and private companies | Chair/Vice Chair/Director | n/a | Governance across 8 public and 4 private company boards . |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Salary ($) | $371,539 | $586,154 | $605,308 |
| Bonus ($) | $750,000 | $0 | $0 |
| Stock Awards ($) | $4,917,000 | $3,847,196 | $2,026,207 |
| Non-Equity Incentive Plan Compensation ($) | $894,000 | $635,280 | $753,554 |
| All Other Compensation ($) | $91,558 | $62,276 | $27,751 |
| Total ($) | $7,024,097 | $5,130,906 | $3,412,820 |
- Base salary levels and changes: $600,000 target at hire; $630,000 effective Apr 1, 2023; $650,000 effective Apr 1, 2024 .
- Target short-term incentive (STI): 100% of base salary (unchanged across years) .
Performance Compensation
Annual Short-Term Incentive (STI) – Design and 2023 Outcome
| Executive | 2023 Base ($) | Target STI (% of Salary) | Target STI ($) | Actual STI Paid ($) |
|---|---|---|---|---|
| Baris Oran (CFO) | $630,000 | 100% | $630,000 | $753,554 |
- STI metrics and governance: Payouts based on Adjusted EBITDA, Free Cash Flow, Organic Revenue, and Net New Business; threshold must be met; payouts range 0–200% of target with straight-line interpolation .
- Committee emphasizes variable pay and risk oversight; no guaranteed bonuses; clawback policy applies .
Long-Term Incentive (LTI) – Mix, Metrics, and Structural Changes
| Year | LTI Mix | PSU Performance Period | PSU Payout Range | RSU Vesting | PSU/RSU Lock-up |
|---|---|---|---|---|---|
| 2022 | CFO: 70% PSUs / 30% RSUs | 3 years (consistent with program) | 50% (threshold) to 200% (max) | CFO RSUs vest annually over years 1–4 | n/a |
| 2024 (updated) | CFO: 70% PSUs / 30% RSUs | 2024–2026 | 50%–200% with ±10% ROIC modifier (200% cap) | RSUs vest ratably over 3 years (changed from 4) | 1-year post-vest lock-up added for PSUs |
Award Sizes (Selected)
| Year | PSUs Awarded (#) | RSUs Awarded (#) | Special RSU Grant (#) |
|---|---|---|---|
| 2022 (CFO) | 17,500 | 7,500 | 25,000 (ownership enhancement) |
Equity Ownership & Alignment
Beneficial Ownership (Record Date – 2024 Proxy)
| Holder | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Baris Oran | 109,444 | <1% |
- Stock ownership guidelines: CFO must hold 3x base salary; compliance measured by owned shares plus unvested time-based RSUs; until met, must retain 70% of net shares from equity settlements; new executives have 5 years to comply; as of Record Date, all NEOs complied .
- Insider trading/pledging: Pledging or holding GXO securities in margin accounts requires preclearance; hedging transactions likewise restricted .
Options – Grant and Vesting
| Grant | Quantity | Exercise Price | Expiration | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| Adjusted option grant (original XPO award converted at spin) | 219,898 | $65.60 | 5/17/2031 | 10% on 1st anniversary; 15% 2nd; 20% 3rd; 25% 4th; 30% 5th | 1-year lock-up post-vest; forfeiture if employment ends (except CoC with qualifying termination) |
| First vesting event | 21,989 (10%) on May 17, 2022 | n/a | n/a | As above | As above |
- 2022 vesting/exercises: No option exercises or stock vested reported for Oran during 2022; value realized was $0 for both categories .
Employment Terms
Offer Letter and Core Compensation Structure
- Base salary not less than $600,000; target annual bonus 100% of base; annual equity awards with 30% RSUs and 70% PSUs (2021 performance year) .
- Legacy XPO stock option award: 100,000 options vesting over 5 years, contingent on occurrence of the spin-off by Mar 31, 2022 and continued employment; converted at spin per Employee Matters Agreement .
Severance and Change-of-Control (CoC) Economics
| Provision | CEO | Other Execs (incl. CFO) |
|---|---|---|
| CoC + qualifying termination (double trigger) cash severance | 2.5x (salary + target bonus) | 2.0x (salary + target bonus) |
| Prorated bonus and healthcare | Yes | Yes |
| 280G/4999 tax treatment | Best net (pay tax or cut to avoid excise, whichever yields higher after-tax) | Same |
| Severance offsets/reductions | Offset by other income/benefits; includes 18 months minimum payments under confidential information protection agreement for terminations without cause, subject to plan terms |
- Clawbacks: Updated Oct 2, 2023 to comply with NYSE/SEC standards; recoup erroneously awarded incentive comp for 3 fiscal years prior to restatement; also forfeiture/recoupment for covenant breaches, cause terminations, or misconduct causing material loss .
- Restrictive covenants and non-compete extension: CFO subject to non-compete for minimum 1 year post-employment; GXO may extend up to an additional 12 months (total up to 30 months), with cash paid each 6-month extension equal to monthly base salary plus 50% of target bonus .
- Perquisites/gross-ups/repricing: No excessive perquisites; no golden parachute excise tax gross-ups; no stock option repricing/discounted exercise prices under plan .
Retention/Transition Risk
- CFO transition: On Aug 5, 2025, GXO announced that Baris Oran plans to step down as CFO and remain until a successor is named to ensure a smooth transition .
Performance Compensation
| Metric | Program | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | STI (annual) | Not disclosed | Not disclosed | Not disclosed | $753,554 STI payout for 2023 | Cash paid post-year |
| Free Cash Flow | STI (annual) | Not disclosed | Not disclosed | Not disclosed | Included in payout determination | Cash paid post-year |
| Organic Revenue | STI (annual) | Not disclosed | Not disclosed | Not disclosed | Included in payout determination | Cash paid post-year |
| Net New Business | STI (annual) | Not disclosed | Not disclosed | Not disclosed | Included in payout determination | Cash paid post-year |
| PSU metrics (incl. ROIC modifier) | LTI (multi-year) | Core metrics consistent with 2023; ROIC ±10% modifier | Set for 2024–2026 performance period | Not disclosed | 50%–200% payout, 200% cap | PSU settle after 3 years; 1-year post-vest lock-up |
Notes: The Committee does not tie NEO compensation to a specific peer percentile; it emphasizes variable pay, multi-year equity, and rigorous goals reviewed periodically with the Board .
Compensation Peer Group and Say-on-Pay
- Peer group: 18 companies (e.g., FedEx, UPS, C.H. Robinson, Expeditors, Ryder, Cintas, Iron Mountain, etc.), with GXO revenue at the 54th percentile (2022) and 60th percentile (2023); benchmark used to ensure market competitiveness, not to target a specific percentile .
- Say-on-pay: Annual advisory vote; Board recommends “FOR”; Committee stated 2023 say-on-pay results conveyed strong support .
Equity Ownership & Alignment
- Ownership guidelines: CEO 6x salary; other NEOs (incl. CFO) 3x salary; 70% net-share retention until guideline met; 5-year compliance window; all NEOs in compliance at Record Date .
- Anti-hedging/pledging: Prohibited without preclearance per Insider Trading Policy .
- Option/award lock-ups: One-year lock-up on shares underlying options from vest date; PSUs add a one-year post-vest lock-up (from 2024 structure) .
Investment Implications
- Pay-for-performance alignment: High variable pay mix (PSUs/RSUs and STI); rigorous financial metrics and ROIC modifier strengthen alignment with shareholder returns; clawbacks and retention requirements mitigate risk-taking and enhance alignment .
- Retention risk and timing signals: Announced CFO transition (Aug 2025) introduces near-term leadership continuity risk; existing non-compete extension mechanics and equity lock-ups moderate immediate selling pressure but create dated supply windows around vest/lock-up expirations .
- Ownership and selling pressure: Beneficial ownership of 109,444 shares, 70% retention until guideline compliance, plus option/PSU lock-ups reduce near-term disposal capacity; Insider Trading Policy restricts pledging/hedging, limiting leverage-related sell pressure .
- Severance/CoC economics: Double-trigger CoC severance at 2x salary+target bonus for CFO is standard; best-net 280G treatment avoids shareholder-unfriendly gross-ups; offsets and clawbacks further discipline payouts .