Laura Wilkin
GXO LogisticsAbout Laura Wilkin
Independent director nominee (age 60) with 30+ years in omnichannel retail, e‑commerce and global supply chain leadership. Founder & CEO of Excelerate Supply Chain Advisory Services (Jan 2025), previously VP Global Supply Chain & Industrial Real Estate at Amazon, CSCO at Petco, and SVP Logistics at Walmart. Education: B.S. in Decision Science, Indiana University Kelley School of Business; Certified Qualified Risk Director (Directors & CRO Institute). If elected at the May 13, 2025 annual meeting, she is expected to join the Compensation Committee and the Operational Excellence Committee; all director nominees are independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amazon.com Inc. | Vice President, Global Supply Chain & Industrial Real Estate | Sep 2020 – Mar 2023 | Helped the company double its global fulfillment network during COVID‑19‑driven growth. |
| Petco Health and Wellness Company Inc. | Chief Supply Chain Officer | 2018 – 2019 | Led end‑to‑end supply chain transformation. |
| Walmart Inc. | Senior Vice President of Logistics | 2010 – 2017 | Led large global teams; union and non‑union environments. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Excelerate Supply Chain Advisory Services | Founder & Chief Executive Officer | Jan 2025 – Present | Private advisory firm. |
| Vorto | Advisory Board Member | Dec 2024 – Present | AI‑enabled transportation platform (PE‑backed). |
| WomenExecs on Boards | Co‑Chair, Retail/Consumer/Hospitality/Transportation Committee | Current | Harvard‑affiliated non‑profit. |
| Industrial Logistics Properties Trust (NASDAQ: ILPT) | Director | Feb 2020 – Sep 2020 | Prior public company directorship. |
| Second Harvest Food Bank of Orange County | Director & Sourcing Committee Member | Prior | Non‑profit board experience. |
Board Governance
- Independence: Independent director nominee; board states eight of nine current directors are independent and all director nominees are independent.
- Committee assignments (if elected): Compensation Committee (member) and Operational Excellence Committee (member).
- Committee chair roles: None designated for Wilkin; OEC to be chaired by Dr. Pilz, and the Compensation Committee chaired by Mr. Cooper.
- Lead Independent Director: Expected to be Marlene Colucci following the annual meeting.
- Executive sessions: Lead independent director presides; independent directors meet in executive session at least annually.
- Attendance: Board held 11 meetings in 2024; all current directors attended >80% of board meetings and >90% of their committee meetings (Wilkin was not yet a director in 2024).
- Majority voting standard for directors in uncontested elections; resignation required if a director fails to receive a majority.
- Operational Excellence Committee: Established April 17, 2025; oversees continuous improvement in service quality, efficiency, cost control, safety, environmental compliance, and technological innovation.
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $80,000 | Paid quarterly in arrears. |
| Annual equity retainer (time‑based RSUs) | $190,000 grant date fair value | Granted at annual meeting; vests in three equal annual installments. |
| Committee chair retainers | Audit $25,000; Compensation $20,000; NCGS $20,000 | Paid quarterly. |
| Lead Independent Director retainer | $25,000 | Paid quarterly. |
| Operational Excellence Committee chair retainer | $20,000 | Effective May 13, 2025. |
| Meeting fees | None | No per‑meeting fees; expenses reimbursed. |
| Non‑Executive Chairman incremental comp | $100,000 cash + $50,000 RSUs | Effective Q1 2025; RSU determined by 10‑day average price. |
Performance Compensation
| Element | Structure | Metrics |
|---|---|---|
| Director equity | Time‑based RSUs | No director performance metrics; vest ratably over three years. |
GXO uses performance metrics extensively for executives (PSUs linked to rTSR vs S&P Midcap 400, 3‑year organic revenue growth, EBITDA‑to‑FCF conversion, and an Operating ROIC ±10% modifier), but directors receive time‑based RSUs only.
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| ILPT (NASDAQ: ILPT) | Public | Director (Feb–Sep 2020) | No current interlock with GXO committees or management. |
| Vorto | Private | Advisory Board | No related‑party transactions disclosed. |
- Compensation Committee interlocks and insider participation: In 2024, no interlocks or insider participation; committee members were independent. For 2025, Wilkin is expected to be a member of the Compensation Committee alongside independent directors.
Expertise & Qualifications
- Deep supply chain, operations, technology, and industrial real estate expertise across Amazon, Walmart, Petco and advisory roles.
- Multinational operations leadership; large P&L ownership; real estate portfolio oversight; leadership of large global teams in union/non‑union environments.
- Education and governance credentials: B.S. Decision Science (Indiana University Kelley); Qualified Risk Director®.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Laura Wilkin (director nominee) | — | <1%* |
| Shares outstanding (Record Date) | 117,063,470 | — |
*Beneficial ownership for nominees reported as “—”; less than 1% as indicated.
- Director stock ownership guidelines: 6x annual cash retainer; unvested time‑based RSUs count; options and performance‑based awards do not until settled/exercised; 70% of net shares retained until guideline met; 5‑year compliance window for new directors.
- Hedging/pledging: Prohibited without preclearance; quarterly blackout windows and pre‑clearance for certain insiders.
Governance Assessment
- Board effectiveness and alignment: Expected service on Compensation and Operational Excellence Committees positions Wilkin at the nexus of pay governance and operational KPIs—positive for oversight of incentive design and execution discipline. The board maintains strong independent leadership (independent chair and lead independent director), majority voting, executive sessions, and committee independence.
- Independence, attendance, and engagement: Independent nominee; while she has no 2024 attendance record (not yet on the board), GXO’s board demonstrated high engagement (>80% board; >90% committee attendance).
- Ownership alignment: Directors receive time‑based RSUs with stringent ownership/retention guidelines (6x cash retainer; 70% net shares retention), supporting skin‑in‑the‑game. Wilkin held no GXO shares as of the Record Date; she will have five years to meet guidelines if elected.
- Compensation governance signals: 2024 say‑on‑pay support ~90%; no option repricing; no golden parachute excise tax gross‑ups; robust clawback policy updated for NYSE rules; prohibition on hedging/pledging without preclearance—shareholder‑friendly posture.
- Conflicts/related‑party exposure: No related‑party transactions >$120,000 since Jan 1, 2024. Wilkin’s current roles (Excelerate, Vorto) are advisory/private; any future transactions would require Audit Committee review under Item 404.
- RED FLAGS: None disclosed for Wilkin (no pledging, no related‑party transactions, no legal proceedings). Watchpoint: As founder of a supply chain advisory firm, monitoring for any GXO engagements with Excelerate/Vorto is prudent; GXO’s Audit Committee screens related‑party dealings.
Overall: Strong operational and supply chain expertise with independent status and expected committee roles that directly influence incentive design and operational excellence. Policies and 2024 investor feedback reflect solid governance; no disclosed conflicts or attendance concerns.