Kyle Wismans - Director | GXO Logistics (GXO) Executive Profile & Compensation

About Kyle Wismans

Kyle Wismans is a 41-year-old finance executive nominated to join GXO’s Board in 2025; he has been Chief Financial Officer of XPO, Inc. since August 2023, following senior finance roles in revenue management and FP&A at XPO and leadership positions at General Electric and Baker Hughes. He holds a business administration degree from the University of Michigan’s Ross School of Business and is qualified as an “audit committee financial expert,” with GXO expecting him to chair the Audit Committee upon election .

Past Roles

Organization	Role	Tenure	Committees/Impact
XPO, Inc.	Chief Financial Officer	Aug 2023–present	Senior financial leadership; audit committee financial expertise
XPO, Inc.	SVP, Revenue Management & Finance	Mar 2023–Aug 2023	Revenue management and finance oversight
XPO, Inc.	SVP, Financial Planning & Analysis	Sep 2019–Mar 2023	Corporate FP&A leadership
General Electric Company	Division Head of Global FP&A; CFO of a global GE business	Dates not specified	Leadership roles in FP&A and divisional CFO responsibilities
Baker Hughes Co.	Senior finance executive	Dates not specified	Senior roles; global audit staff background (from GE)

External Roles

Organization	Role	Tenure	Committees/Impact
XPO, Inc. (NYSE: XPO)	Chief Financial Officer	Aug 2023–present	Current external executive role; relevant finance and public company experience
Other public company boards	None	—	No other directorships disclosed

Board Governance

Independence status: The Board has affirmatively determined all director nominees except the CEO are independent under NYSE standards; relationships for Messrs. Jacobs, Wismans, Pilz, and Ms. Gross involving ordinary course commercial transactions were analyzed and did not require Item 404(a) disclosure .
Committee assignments: If elected, Wismans is expected to serve as Audit Committee Chair and as the Board’s “audit committee financial expert”; expected Audit members include Wismans (Chair), Cooper, Fassler, and Papastavrou .
Director nominee profile: Listed as independent; no committee memberships pre-election; age 41 .
Board structure context: GXO transitioned to annual elections for all directors in 2025 (no longer classified board) .

Fixed Compensation

Component	Amount/Terms	Notes
Annual cash retainer (non-employee directors)	$80,000 (paid quarterly in arrears)	Standard cash compensation
Annual equity retainer (Time-Based RSUs)	$190,000 grant-date fair value	Granted at the annual meeting; 2024 grants made Jan 2, 2024 (5/12 catch-up: $79,167) and May 21, 2024 ($190,000) with units based on 10-day average price
Committee chair retainers	Audit Chair: $25,000; Compensation Chair: $20,000; NCGS Chair: $20,000 (paid quarterly)	If elected Audit Chair, Wismans would be eligible for $25,000
Additional leadership retainers	Vice Chair: $25,000; Lead Independent Director: $25,000 (paid quarterly)	Role-based, not committee-specific
Non-executive Chairman	$100,000 cash plus $50,000 in Time-Based RSUs (from Q1 2025)	Role-specific
Operational Excellence Committee Chair	$20,000 (effective May 13, 2025)	New committee chair retainer
Meeting fees	None (no attendance fees paid)	Expense reimbursement for travel/hotel

Performance Compensation

Element	Structure	Metrics/Terms
Director equity	Time-Based RSUs only (annual grant at meeting date; 2024 one-time January catch-up plus May annual grant)	No performance-based equity for directors disclosed; equity is time-based
Performance metrics tied to director pay	None disclosed for directors	Director compensation program comprises cash retainer and time-based RSUs

Other Directorships & Interlocks

Company	Role	Interlock/Exposure
XPO, Inc.	CFO	Ordinary course commercial transactions between GXO and entities for which Wismans (and others) serve as executives were analyzed; independence affirmed, and not subject to Item 404(a) disclosure
Other public boards	None	No other public company directorships disclosed

Expertise & Qualifications

Financial leadership and public company experience at XPO, General Electric, and Baker Hughes; audit staff background at GE .
Expected GXO Audit Committee “financial expert” designation upon election, aligning with SEC Item 407(d)(5) .
Degree in business administration from the University of Michigan, Ross School of Business .

Equity Ownership

Holder	Shares Beneficially Owned	% of Common Stock	Notes
Kyle Wismans (Director Nominee)	5,618	<1%	As of record date in the proxy

Stock ownership guidelines (non-employee directors): 6× annual cash retainer; unvested time-based RSUs count; performance-based awards and options excluded until settled/exercised; 70% of shares from settlements retained until guidelines met; new directors must comply within five years .
As of the proxy date, all non-employee directors were in compliance with the stock ownership policy; new nominees will be subject to the five-year compliance timeline .

Governance Assessment

Strengths: Deep finance and audit expertise enhances Board oversight and aligns with planned Audit Committee leadership; independence affirmed despite external executive role, with SEC and NYSE criteria satisfied .
Potential conflicts and mitigants: Wismans is CFO of XPO, and the Board analyzed ordinary course commercial transactions involving entities where he serves as an executive; no related-party transactions exceeding $120,000 since January 1, 2024, and independence sustained under SEC/NYSE standards, mitigating conflict risk .
Alignment: Beneficial ownership is modest (<1%), but director stock ownership guidelines (6× cash retainer and required retention until achieved) promote future alignment; no meeting fees and standardized equity retainer help maintain consistent governance incentives .
Committee effectiveness signal: Anticipated role as Audit Chair and audit financial expert indicates strong Board confidence in his oversight of financial reporting, internal controls, and auditor independence—key for investor assurance on governance quality .