Karlis Kirsis
GXO LogisticsAbout Karlis Kirsis
Karlis P. Kirsis is Chief Legal Officer (NEO) of GXO; he is the company’s signatory on multiple 8‑K filings in 2025, evidencing his senior executive role and governance responsibility . In 2024, his total reported compensation was $2,069,870, comprised of salary, equity awards and other compensation; he and all NEOs agreed to reduce 2024 annual incentive payouts to zero to reflect alignment with shareholder “quality earnings” while PSU design remains explicitly tied to rTSR, organic revenue growth, and EBITDA-to-FCF conversion with an ROIC modifier, reinforcing pay‑for‑performance .
Fixed Compensation
Salary and Target Bonus
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $392,278 | $457,290 | $528,899 |
| Target STI (% of base) | — | — | 100% |
| Annualized Base (2024) | — | — | $515,000 |
| Target STI ($, 2024) | — | — | $515,000 |
2024 Summary Compensation (SCT)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $392,278 | $457,290 | $528,899 |
| Bonus ($) | $— | $— | $— |
| Stock Awards ($, grant-date fair value) | $973,070 | $1,416,717 | $1,286,984 |
| Non-Equity Incentive Plan ($) | $510,245 | $556,194 | $— (AIP reduced to zero) |
| All Other Compensation ($) | $45,283 | $47,906 | $253,987 |
| Total ($) | $1,920,876 | $2,478,107 | $2,069,870 |
All Other Compensation (2024 detail)
| Category | Amount ($) |
|---|---|
| Pension-related payments | $22,843 |
| Car allowance | $13,230 |
| Relocation | $167,596 |
| Relocation gross-up | $50,318 |
| Total | $253,987 |
Performance Compensation
Annual Incentive (AIP) – 2024 Outcome
| Item | Value |
|---|---|
| AIP metrics (framework) | Adjusted EBITDA; Free Cash Flow; Organic Revenue; Net New Business |
| Target STI (2024) | 100% of $515,000 = $515,000 |
| Actual payout (2024) | $0 (all NEOs mutually agreed to reduce AIP to zero) |
Long-Term Incentive Design and 2024 Grants
| Element | Metric/Terms | Shares (#) | Grant-Date FV ($) |
|---|---|---|---|
| PSU (2024 annual) | rTSR vs S&P Midcap 400 (34%); 3‑yr cumulative organic revenue (33%); 3‑yr avg Adjusted EBITDA conversion to FCF (33%); ±10% ROIC modifier; 3‑yr performance ending 12/31/2026; 1‑yr post‑vest lockup; 50% threshold/200% max | 13,042 | $636,971 |
| RSU (2024 annual) | Time-based; vests in 3 equal annual tranches on 1st, 2nd, 3rd anniversaries | 13,042 | $650,013 |
Stock Vested and Option Exercises (2024)
| Item | Quantity | Value ($) |
|---|---|---|
| Shares acquired on vesting (stock awards) | 6,959 | $354,084 |
| Options exercised | — | $— |
Equity Ownership & Alignment
Beneficial Ownership (Record Date)
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Karlis Kirsis | 60,753 | <1% |
Outstanding Equity (as of 12/31/2024)
| Instrument | Status | Quantity | Terms |
|---|---|---|---|
| Stock Options | Exercisable | 19,791 | $64.13 strike; expire 7/15/2031; 12‑month post‑exercise lockup on sales/pledges/transfers |
| Stock Options | Unexercisable | 24,188 | Same series |
| RSUs | Unvested | 34,468 | Market value $1,499,358 at $43.50 YE price |
| PSUs | Unearned (at target) | 26,001 | Market value $1,131,044 at $43.50 YE price |
Vesting Schedules and Near-Term Supply
| Award | Grant | Vest Dates | Shares |
|---|---|---|---|
| RSUs | Mar 2021 | Mar 10, 2025 | 1,634 |
| RSUs | Mar 2022 | Apr 1, 2025; Apr 1, 2026 | 4,167 (half each date) |
| PSUs | Mar 2022 | Jan 15, 2026 (performance period ended 12/31/2024; certified 3/6/2025) | 5,906 (actual certified quantity) |
| RSUs | Mar 2023 | Mar 7, 2025; Mar 7, 2026; Mar 7, 2027 | 9,719 (equal thirds) |
| RSUs | Mar 2024 | Mar 7, 2025; Mar 7, 2026; Mar 7, 2027 | 13,042 (equal thirds) |
| Options | Jul 15, 2021 | Remaining unvested: 25% on 4th anniversary (Jul 15, 2025); 30% on 5th anniversary (Jul 15, 2026) | 25%/30% of original 43,979 grant |
Ownership Guidelines and Retention
- NEO stock ownership guideline: 3x annual base salary; compliance determined using owned shares plus unvested time-based RSUs (performance awards/options excluded). Until met, retain 70% of net shares; new executives have 5 years to comply; all NEOs were in compliance as of the record date .
Employment Terms
Offer Letter and Service Agreement (CLO)
- Base salary not less than £310,000; target annual bonus 100% of base; equity award 50% RSUs / 50% PSUs (2021 target value $350,000); XPO stock option award of 20,000 options vesting over five years upon spin-off; U.K. pension top‑up equal to 4% of base with employee 8% contribution gross-up; base salary adjusted to $515,000 effective April 1, 2024 .
Severance and Change-of-Control Economics (as of 12/31/2024)
| Scenario | Cash Severance ($) | Equity Acceleration ($) | Health Benefits ($) | Total ($) |
|---|---|---|---|---|
| Termination without Cause | $1,030,000 | $1,170,759 | $1,434 | $2,202,193 |
| Voluntary Resignation (U.K. notice or garden leave) | $515,000 | $— | $— | $515,000 |
| For Cause | $— | $— | $— | $— |
| Disability | $— | $1,093,590 | $— | $1,093,590 |
| Death | $— | $2,630,402 | $— | $2,630,402 |
| Change of Control + Termination w/out Cause or for Good Reason | $2,575,000 | $2,630,402 | $1,434 | $5,206,836 |
- Double-trigger equity: awards accelerate on CoC only if not assumed/substituted or upon involuntary termination/Good Reason; certain RSUs/PSUs provide pro‑rata vesting on specified terminations; severance plan includes non‑duplication and offsets against U.K. notice/garden leave pay .
- Clawbacks: expanded in 2023 to NYSE/SEC standards; recoupment for breaches, cause, misconduct causing material loss, and financial restatements (3-year lookback); may cancel/forfeit LTI and require repayment/adjustment of compensation .
- Lockups: PSUs have a one-year post-vest lockup; stock options have a 12‑month post‑exercise lockup on sales/pledges/transfers .
Related Party Transactions
- No related party transactions >$120,000 involving executive officers/directors since Jan 1, 2024 .
Investment Implications
- Pay-for-performance alignment: 2024 LTI heavily performance‑linked (rTSR, organic revenue, EBITDA‑to‑FCF, ROIC modifier) while 2024 AIP was voluntarily set to zero, signaling conservatism on quality of earnings; equity remains the primary lever in his mix .
- Retention and potential selling pressure: Multiple RSU tranches vest on 3/7/2025, 4/1/2025, 3/10/2025, 3/7/2026–2027, with a sizeable PSU vest on 1/15/2026; options have material vesting in July 2025 and July 2026, creating periodic supply overhangs mitigated by lockups and ownership retention rules (70% retention until guidelines met) .
- Change-of-control economics: Double‑trigger structure with cash severance and accelerated equity creates meaningful CoC value ($5.21M illustrative at YE pricing); offsets/non‑duplication with U.K. notice/garden leave reduce duplicative payouts, balancing protection and governance .
- Governance red flags: Presence of tax gross‑ups tied to relocation benefits is shareholder‑unfriendly but limited in scope; absence of >$120k related party transactions is positive; robust clawback policy lowers misconduct risk .