Corinna Refsgaard
GXO LogisticsAbout Corinna Refsgaard
Chief Human Resources Officer at GXO since April 8, 2024; based in the U.K. with responsibility for human capital strategy across a global logistics workforce of 150,000+ . Company context during her tenure: 2024 revenue $11.7B, adjusted EBITDA $815M, free cash flow $251M, with NEOs electing to zero out 2024 annual incentives despite a 72.6% formulaic funding to emphasize “quality earnings” . GXO’s long‑term incentive program emphasizes rTSR vs S&P Midcap 400, 3‑year organic revenue growth, and EBITDA-to-FCF conversion, with an Operating ROIC modifier, aligning leadership rewards to multi‑year value creation . Age and education not disclosed in the proxy.
Fixed Compensation
| Element | 2024 Details |
|---|---|
| Base Salary (annual) | $500,000, effective Apr 8, 2024 |
| Target Bonus | 100% of base salary; 2024 target prorated to $375,899 due to April start |
| Actual Bonus Paid (2024) | $0; NEOs elected to reduce AIP payout to zero |
| Sign‑On Bonus | $128,339 (USD); equivalent to £100,500 per offer terms |
| Perquisites/Other (2024) | Pension top‑up $36,325; car allowance $8,738; bank fees $2,384; short‑term housing $7,336; commuting benefits $8,590; total $63,373 |
Performance Compensation
Annual Short‑Term Incentive (AIP) – 2024 Structure and Outcome
| Metric | Weight | Company 2024 Target | 2024 Achievement % | Individual Payout |
|---|---|---|---|---|
| Adjusted EBITDA | 50% | $775M | 94% | 0% (NEO election) |
| Free Cash Flow | 20% | $271M | 92% | 0% (NEO election) |
| Organic Revenue | 15% | $10,074M | 99% | 0% (NEO election) |
| Net New Business | 15% | 8% | 64% | 0% (NEO election) |
| Result | Formulaic 72.59% of target | 0% paid |
Notes: Target bonus opportunity for 2024 was 100% of salary, prorated to $375,899; payout set to zero by the NEO team .
Long‑Term Incentives (LTI) – 2024 Grants and Design
| Grant Type | Grant Date | Shares Granted | Grant‑Date Fair Value | Vesting/Performance |
|---|---|---|---|---|
| RSUs | Apr 8, 2024 | 8,026 | $420,161 | Time‑based; vests in 3 equal annual installments on Apr 8, 2025/2026/2027 |
| PSUs | Apr 8, 2024 | 8,026 (target) | $391,990 | 3‑year performance period (1/1/2024–12/31/2026); payout 0–200% based on: rTSR vs S&P Midcap 400 (34%), 3‑yr cumulative organic revenue growth (33%), 3‑yr avg annual EBITDA→FCF conversion (33%); Operating ROIC modifier ±10% (cap 200%); one‑year post‑vest lockup |
Historical program reference: 2022 PSU cohort (company‑wide) certified at a weighted 94.5% payout; rTSR at 14th percentile (0% on that leg), organic growth at 86.4%, EBITDA→FCF at 200% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Record Date: Apr 1, 2025) | 2,675 shares (includes RSUs vesting within 60 days) |
| % of Shares Outstanding | ~0.0023% = 2,675 / 117,063,470 (shares outstanding) |
| Unvested RSUs (12/31/2024) | 8,026 units; market value $349,131 at $43.50 closing price |
| Unearned PSUs (12/31/2024) | 8,026 target units; displayed at target $349,131 at $43.50 |
| Options | None disclosed for Refsgaard |
| Vesting Schedule (Time‑based RSUs) | 2,675 shares each on Apr 8, 2025/2026/2027; first tranche value ≈$116K at $43.50 (illustrative) |
| Ownership Guidelines | Executives: 3x salary; 70% net‑share retention until met; 5 years to comply; NEOs in compliance as of Record Date |
| Hedging/Pledging | Prohibited without preclearance; insider trading policy with blackout and pre‑clearance for officers/directors |
Note: Upcoming RSU vest dates can create mechanical selling for tax withholding; policy restricts hedging/pledging, which mitigates alignment risk .
Employment Terms
| Term | Key Provisions |
|---|---|
| Role/Start | Chief Human Resources Officer; start date Apr 8, 2024 |
| Base Salary/Bonus Target | Not less than £402,000; target bonus 100% of base; U.S. dollar base set at $500,000 effective Apr 8, 2024 |
| Sign‑On | £100,500 sign‑on cash; reflected as $128,339 in U.S. comp tables |
| Car Allowance/Benefits | Car allowance £9,360; tax advisory services; commuting benefits between Copenhagen and London |
| Pension | U.K. pension top‑up: 4% of base (requires 8% employee contribution; gross‑up to offset tax) |
| Annual LTI Eligibility | Yes; 2024 award 50% RSU / 50% PSU (see above) |
| Severance Plan (no CoC) | Termination without Cause: 12 months base salary, prorated target bonus, up to 12 months healthcare continuation; subject to release and compliance with confidentiality, IP, non‑hire/non‑solicit, non‑compete, non‑disparagement covenants |
| Change‑of‑Control (Double‑Trigger) | If terminated without Cause or resigns for Good Reason within 2 years post‑CoC: cash = 2x (salary + target bonus) + prorated target bonus + up to 12 months healthcare; standard “best‑net” 280G cutback, no excise gross‑up |
| Illustrative Termination Economics (as of 12/31/2024) | Without Cause: cash $875,899; equity acceleration $172,304; healthcare $12,528; total $1,060,731 . CoC + Qualifying Termination: cash $2,127,697; equity accel $698,262; healthcare $12,528; total $2,838,487 |
| Clawback | NYSE‑compliant policy: restatement recovery (3 fiscal years), misconduct/covenant breaches can trigger forfeiture/repayment of STI/LTI; applies to NEOs |
Compensation Structure Notes (alignment/controls)
- Variable‑pay emphasis with performance‑conditioned PSUs; no option repricing, no golden parachute excise tax gross‑ups; independent compensation consultant (F.W. Cook) engaged by the Compensation Committee .
- 2024 say‑on‑pay support of 90% indicates shareholder acceptance of the pay design .
Investment Implications
- Alignment: 2024 awards split evenly between PSUs and RSUs for the CHRO, with PSU metrics (rTSR, organic growth, EBITDA→FCF) and an Operating ROIC modifier; stock ownership rules and anti‑hedging/pledging further align incentives to long‑term TSR and cash generation .
- Selling pressure: Near‑term RSU tranche of ~2,675 shares vesting each Apr 8 (2025–27) is modest versus float; policy‑driven tax sales may occur around vest dates (first tranche ~2,675 shares) .
- Retention/COC risk: Standard U.K./GXO severance and double‑trigger CoC terms (2x multiple) provide retention without excessive parachutes; no excise gross‑ups and robust clawback reduce governance risk .
- Pay discipline signal: NEOs’ decision to take 0% AIP payout despite a 72.6% formula outcome suggests cultural emphasis on conservative pay-for-performance and may be viewed as positive by governance‑sensitive investors .
Overall, incentives emphasize multi‑year value creation and cash conversion with limited near‑term selling pressure; severance/CoC terms are market‑standard, and governance controls (clawback, stock ownership, hedging/pledging limits) reduce downside risk .